Exhibit 4.07


 


	
  Note
  Number

   

  R-

  	
  Name(s) of
  [Agent(s)][Principal(s)]:

  	
  [Agent(s)][Principal(s)]
  Commission

  	
  SCANA

  CORPORATION

  
	
  Principal
  Amount

  $

  	
  Trade
  Date

  	
  Original
  Issue Date

  	
  Interest
  Rate (Or Yield to Maturity For Original Issue Discount Notes)

  	
  CUSIP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maturity
  Date

  	
  Account
  No.

  N/A

  	
  Ticket
  No.

  N/A

  	
  Issue
  Price

  	
  Taxpayer’s
  I.D. or Soc. Sec. No.

                                          *

  	
  Transferred

  
	
  Name
  and Address of Registered Owner

  CEDE & CO.

  7 Hanover Square

  New York, New York 10004

  	
  MEDIUM TERM NOTE

  CONFIRMATION

  TRUSTEE AND PAYING AGENT

  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

  101 Barclay Street

  New York, New York 10286

  
	
  CUSTOMER COPY

  	
  Retain for Tax Purposes

  	
  The Time of the
  Transaction Will Be Published Upon Written Request of the Customer

  	
  Please Sign and Return
  Enclosed Receipt

  
												



 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


	
   

  	
  REGISTERED

  	
  PRINCIPAL AMOUNT: $

  	
   

  
	
   

  	
  No.:
  R-

  	
  CUSIP: 

  	
   

  



 


SCANA CORPORATION


MEDIUM TERM NOTE


Due Nine Months or More From Date of Issue


 


	
  ISSUE
  PRICE:     %

   

  ORIGINAL
  ISSUE DATE:

   

  MATURITY
  DATE:

   

  REDEMPTION
  (check one):

   

  o No. This
  Note is not subject to redemption.

   

  o Yes. This
  Note is subject to redemption on or after the initial Redemption Date at the
  following Redemption Price.

   

  Redemption
  Price:

   

  Initial
  Redemption Date:

   

  INTEREST
  PAYMENT DATES:

   

  REGULAR
  RECORD DATES:

   

  INTEREST
  (check one):

   

  o FIXED RATE
  NOTE

  If
  this box is checked, the Interest Rate on this Note shall be
          %

   

  o FLOATING RATE
  NOTE

  If
  this box is checked, the Initial Interest Rate on this Note  shall be               %

  	
   

  	
  ADDITIONAL
  PROVISIONS:

   

  INDEX
  MATURITY:

   

  BASE
  RATE:

   

  SPREAD
  (PLUS OR MINUS):        %

   

  SPREAD
  MULTIPLIER:

   

  INTEREST
  RESET PERIOD:  

   

  INTEREST
  RESET DATES:

   

  MAXIMUM
  INTEREST RATE:

   

  MINIMUM
  INTEREST RATE:

   

  INTEREST
  PAYMENT PERIOD:

   

      of
  each
                  
  and              Commencing
                      
  (subject to adjustment as provided herein).

   

  DESIGNATED
  LIBOR CURRENCY:

   

  DESIGNATED
  LIBOR PAGE:

  



 


SCANA
Corporation, a corporation duly organized and existing under the laws of the
State of South Carolina (herein referred to as the “Company”), for value
received, hereby promises to pay Cede & Co., or registered assigns,
the principal sum of 
                      
Dollars  ($                    ) on the “Maturity
Date” shown above and to pay interest thereon as hereinafter described.


 


REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE
SUBSEQUENT PAGES HEREOF, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.


 


This
Note shall not become valid or obligatory for any purpose unless and until this
Note has been authenticated by The Bank of New York Mellon Trust Company, N.A.,
or its successor, as Trustee.


 


IN
WITNESS WHEREOF, the Company has caused this Note to be executed under its
corporate seal.


Dated:


 


	
  SCANA
  CORPORATION

  	
   

  	
  CERTIFICATE
  OF AUTHENTICATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  This
  is one of the Securities of the series designated therein 

  
	
   

  	
                   Authorized
  Officer

  	
   

  	
  referred
  to in the within mentioned Indenture.

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
  THE
  BANK OF NEW YORK MELLON TRUST 

  
	
   

  	
                                    Secretary

  	
   

  	
  COMPANY,
  N.A., as Trustee

  
					



 














 


	
  [CORPORATE
  SEAL]

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


SCANA CORPORATION


MEDIUM TERM NOTES


 


1.             This is one of a duly authorized
issue of debentures, notes or other evidences of indebtedness of the Company
(herein called the “Securities”) of a series hereinafter specified as issued
and to be issued under an indenture dated as of November 1, 1989 (herein
called the “Indenture”) between the Company and The Bank of New York Mellon
Trust Company, N.A. (successor to The Bank of New York), as trustee (herein
called the “Trustee,” which term includes any successor Trustee under the
Indenture), to which Indenture and Resolutions of the Board of Directors of the
Company adopted or indentures supplemental thereto reference is hereby made for
a statement of the respective rights thereunder of the Company, the Trustee and
the Holders of the Securities, and the terms upon which the Securities are, and
are to be, authenticated and delivered. The Securities may be issued in one or
more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest at
different rates, may be subject to different redemption provisions (if any),
may be subject to different sinking, purchase or analogous funds (if any), may
be subject to different covenants and Events of Default, and may otherwise vary
as in the Indenture provided. This Note is one of a series of Securities of the
Company designated as its Medium Term Notes (herein called the “Notes”). The
Notes of this series may be issued at various times with different maturity
dates and different principal repayment provisions, may bear interest at
different rates, may be payable in different currencies and may otherwise vary,
all as provided in the Indenture.


 


2.             A.            Unless
otherwise specified on the face hereof, the Regular Record Date with respect to
any Interest Payment Date (as defined below) shall be the date 15 calendar days
immediately preceding such Interest Payment Date, whether or not such date
shall be a Business Day. Interest which is payable, and is punctually paid or
duly provided for on each Interest Payment Date specified above will be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date next preceding
such Interest Payment Date; provided, however, that interest
payable at Maturity shall be paid to the Person to whom the principal hereof is
payable. Notwithstanding the foregoing, if this Note is issued between a
Regular Record Date and an Interest Payment Date or on an Interest Payment
Date, the interest so payable for the period from the Original Issue Date to
such Interest Payment Date shall be paid on the next succeeding Interest
Payment Date to the Registered Holder hereof on the related Regular Record
Date. Any payment of principal (and premium, if any) or interest required to be
made on this Note on a day that is not a Business Day need not be made on such
day, but will be made on the next succeeding Business Day with the same force
and effect as if made on such day, and no additional interest shall accrue as a
result of such delayed payment; provided, however, that with
respect to any LIBOR Note, if the next Business Day is in the next calendar
month, interest will be paid on the preceding Business Day; and provided, further,
that with respect to any regularly scheduled Interest Payment Date for any
LIBOR Note (other than the Maturity Date and in lieu of Section 114 of the
Indenture), interest shall accrue through the date immediately preceding the
date of payment. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Registered Holder hereof on such
Regular Record Date and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Notes not less than
ten calendar days prior to such Special Record Date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully described in said
Indenture. For purposes of this Note, “Business Day” means any day, other than
a Saturday or Sunday, that is not a day on which banking institutions in
Washington, D.C., or in New York, New York are authorized or obligated by law
or executive order to be closed and with respect to LIBOR Notes, means any day
on which dealings in deposits in United States dollars are transacted in the
London interbank market. In connection with any calculations of the rate of
interest on this Note, all percentages will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths
of a percentage point being rounded upwards.


 


B.            If this is a Fixed Rate Note, the
Company promises to pay interest on the Principal Amount shown on the face
hereof at the Interest Rate per annum shown on the face hereof until such
Principal Amount is paid or made available for payment. Unless otherwise
provided on the face hereof, the Company will pay interest semi-annually in
arrears on each April 1 and October 1 (each an “Interest Payment Date”),
and at Maturity. Interest will accrue from and including the most recent
Interest Payment Date or, if no interest has been paid or duly provided for,
from and including the Original Issue Date shown on the face hereof, to, but
excluding, the next succeeding Interest Payment Date. The amount of such
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year comprised of twelve 30-day months.


 


C.            If this is a Floating Rate Note, the
Company promises to pay interest on the Principal Amount shown on the face
hereof at the rate per annum equal to the Initial Interest Rate shown on the
face hereof until the first Interest Reset Date shown on the face hereof
following the Original Issue Date specified on the face hereof and thereafter
at a rate determined in accordance with the provisions below under the headings
“Determination of Commercial Paper Rate,” “Determination of LIBOR” or “Determination
of Treasury Rate” (depending upon whether the Base Rate specified on the face
hereof is Commercial Paper Rate, LIBOR or Treasury Rate, respectively), until
the Principal Amount hereof is paid or duly made available for payment. The
Company will pay interest monthly, quarterly, semi-annually or annually as
specified on the face hereof under the “Interest Payment Period,” commencing
with the first Interest Payment Date specified on the face hereof next
succeeding the Original Issue Date, and at Maturity. Unless otherwise provided
on the face hereof, the dates on which interest will be payable (each an “Interest
Payment Date”) will be, in the case of Floating Rate Notes with a monthly
Interest Payment Period, the third Wednesday of each month; in the case of
Floating Rate Notes with a quarterly Interest Payment Period, the third
Wednesday of March, June, September and December; in the case of Floating
Rate Notes with a semi-annual Interest Payment Period, the third Wednesday of
the two months specified on the face hereof; and in the case of Floating Rate
Notes with an annual Interest Payment Period, the third Wednesday of the month
specified on the face hereof.


 


The
interest payable on a Floating Rate Note on each Interest Payment Date and at
Maturity will include accrued interest from and including the Original Issue
Date or from but excluding the last date in respect of which interest has been
paid, as the case may be, to but excluding such Interest Payment Date or
Maturity Date; provided, however, that if the Interest Reset
Period is daily or weekly, the interest payable on each Interest Payment Date,
other than at Maturity, will include accrued interest from and including the
Original Issue Date or from but excluding the last date in respect of which
interest has been paid, as the case may be, to and including the day
immediately preceding such Interest Payment Date, and the interest payable at
Maturity will include accrued interest from and including the Original Issue
Date or from but excluding the last date in respect of which interest has been
paid, as the case may be, to but excluding the Maturity Date; provided further,
that with respect to any regularly scheduled Interest Payment Date for any
LIBOR Note (other than the Maturity Date and in lieu of Section 114 of the
Indenture), interest shall accrue through the date immediately preceding the
date of payment. Such accrued interest will be calculated by multiplying the
Principal Amount hereof by an accrued interest factor. The accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the period for which accrued interest is being calculated. The interest
factor for each such day is computed by dividing the interest rate applicable
to such day by 360, if the Base Rate specified on the face hereof is the
Commercial Paper Rate or LIBOR, or by the actual number of days in the year, if
the Base Rate specified on the face hereof is the Treasury Rate. The interest
rate in effect on each day will be (a) if such day is an Interest Reset
Date, the interest rate with respect to the Interest Determination Date with
respect to such Interest Reset Date or (b) if such day is not an Interest
Reset Date, the interest rate with respect to the Interest Determination Date
pertaining to the next preceding Interest Reset Date; provided, however,
that the interest rate in effect from the Original Issue Date 


 


2

















 


to
the first Interest Reset Date will be the Initial Interest Rate shown on the
face hereof.   Notwithstanding
the foregoing, if this is a Floating Rate Note, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown on the face hereof. In addition, the interest rate
hereon in no event shall be higher than the maximum rate, if any, permitted by
applicable law, including United States law of general application. The Maximum
Interest Rate and Minimum Interest Rate, if any, specified on the face hereof
are, in each case, expressed as a rate per annum on a simple interest basis.


 


If
this is a Floating Rate Note, the interest rate on this Note will be reset
daily, weekly, monthly, quarterly, semi-annually or annually (such period being
the “Interest Reset Period” specified on the face hereof). Unless otherwise
specified on the face hereof, the “Interest Reset Dates” will be, if the
Interest Reset Period is daily, each Business Day; if the Interest Reset Period
is weekly, Wednesday of each week, except that if the Base Rate specified on
the face hereof is the Treasury Rate, Tuesday of each week; if the Interest
Reset Period is monthly, the third Wednesday of each month; if the Interest
Reset Period is quarterly, the third Wednesday of March, June, September and
December of each year; if the Interest Reset Period is semi-annually, the
third Wednesday of the two months specified on the face hereof; and if the
Interest Reset Period is annually, the third Wednesday of the month of each
year specified on the face hereof; provided, however, that
if any Interest Reset Date otherwise would be a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next day that is a Business
Day, except that (i) if the Base Rate specified on the face hereof is
LIBOR and such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day, or (ii) if
the Base Rate specified on the face hereof is Treasury Rate and the Interest
Reset Date falls on a date which is an auction date (as described in the next
succeeding paragraph), the Interest Reset Date shall be the following day that
is a Business Day.


 


The
Interest Determination Date pertaining to an Interest Reset Date will be, if
the Base Rate specified on the face hereof is Commercial Paper Rate or LIBOR,
the second Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date will be, if the Base
Rate specified on the face hereof is the Treasury Rate, the day of the week in
which such Interest Reset Date falls on which Treasury Bills (as defined below)
of the Index Maturity specified on the face hereof are auctioned. Treasury
Bills are normally sold at auction on Monday of each week, unless that day is a
legal holiday in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding Friday. If, as a
result of a legal holiday, an auction is so held on the preceding Friday, such
Friday will be the Interest Determination Date pertaining to the Interest Reset
Date occurring in the next succeeding week.


 


Subject
to applicable provisions of law and except as specified herein, on each
Interest Reset Date the rate of interest hereon, if this is a Floating Rate
Note, shall be the rate determined in accordance with the provisions of the
applicable heading below.


 


The
Company will calculate, or will appoint and enter into an agreement with an
agent to calculate (the Company or such agent being the “Calculation Agent”),
the interest rates on Floating Rate Notes (including this Note if it is a
Floating Rate Note). Initially, The Bank of New York Mellon Trust Company, N.A.
shall be the Calculation Agent. The Calculation Agent shall calculate the
interest rate hereon in accordance with the foregoing and will confirm in
writing such calculation to the Trustee and any Paying Agent promptly after
each such determination. Neither the Trustee nor any Paying Agent shall be
responsible for any such calculation. At the request of the Holder hereof (if
this Note is a Floating Rate Note), the Calculation Agent will provide the
interest rate then in effect and, if determined, the interest rate that will
become effective on the next Interest Reset Date for this Note. All determinations
of interest rates by the Calculation Agent, in the absence of manifest error,
shall be conclusive for all purposes and binding on the Holder hereof. Unless
otherwise specified on the face hereof, the Calculation Date pertaining to an
Interest Determination Date shall be the tenth calendar day after such Interest
Determination Date, or if not a Business Day, the next succeeding Business Day.


 


Determination
of Commercial Paper Rate.


 


If
the Base Rate specified on the face hereof is the Commercial Paper Rate, the
interest rate for any Interest Determination Date shall equal (a) the
Money Market Yield (as defined below) on such Interest Determination Date of
the rate for commercial paper having the Index Maturity specified on the face
hereof (1) as published by the Board of Governors of the Federal Reserve
System in the weekly statistical release designated as “Statistical Release
H.15(519), Selected Interest Rates”, or in any successor publication (“H.15(519)”),
under the heading “Commercial Paper - Nonfinancial,” or (2) if such rate
is not published in H.15(519) by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then as
published in the daily update of H.15(519) (available through the Internet
website of the Board of Governors of the Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update,
or any successor site or publication) (“H.15 Daily Update”) under the heading “Commercial
Paper - Non-Financial,” or any successor heading or (b) if such rate is
not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Money Market Yield of the average as calculated by the
Calculation Agent (defined below) of the offered rates as of approximately
11:00 a.m., New York City time, on such Interest Determination Date, of
three leading dealers of commercial paper in New York, New York, selected by
the Calculation Agent (after consultation with the Company) for commercial
paper placed for nonfinancial issuers whose bond rating is “AA” or the
equivalent, from a nationally recognized rating agency, having the Index
Maturity specified on the face hereof, in each of the above cases adjusted by
the addition or subtraction of the Spread, if any, specified on the face
hereof, or by multiplication by the Spread Multiplier, if any, specified on the
face hereof; provided, however, that if the dealers selected
as aforesaid by the Calculation Agent are not quoting offered rates as
mentioned in this sentence, the interest rate for such Interest Determination
Date shall equal the interest rate then in effect on such Interest
Determination Date.


 


“Money
Market Yield” means a yield (expressed as a percentage) calculated in
accordance with the following formula:


 


	
   

  	
  Money
  Market Yield =

  	
      D
  x 360      x 100

  
	
   

  	
   

  	
  360
  - (D x M)

  



 


where
“D” refers to the applicable per annum rate for commercial paper quoted on a
bank discount basis and expressed as a decimal, and “M” refers to the actual
number of days in the Index Maturity specified on the face hereof.


 


Determination
of LIBOR.


 


If
the Base Rate specified on the face hereof is LIBOR, the interest rate for any
Interest Determination Date shall equal the rate for deposits in the Designated
LIBOR Currency having the Index Maturity specified on the face hereof,
beginning on the second Business Day immediately following such Interest
Determination Date, that appears on Reuters Page LIBOR01 (as defined
herein) as of 11:00 a.m., London Time, on such Interest Determination
Date, adjusted by the addition or subtraction of the Spread, if any, specified
on the face hereof, or by multiplication by the Spread Multiplier, if any,
specified on the face hereof.


 


With
respect to an Interest Determination Date on which no rate appears on Reuters Page LIBOR01,
LIBOR will be determined on the basis of the rates at which deposits in the
Designated LIBOR Currency having the Index Maturity specified on the face
hereof, are offered at approximately 11:00 a.m., London time, on such
Interest Determination Date by four major banks (“Reference Banks”) in the
London interbank market to prime banks in the London 


 


3

















 


interbank
market selected by the Calculation Agent (after consultation with the Company)
commencing on the second Business Day immediately following such Interest
Determination Date and in a principal amount that is representative for a
single transaction in such Designated LIBOR Currency in such market at such
time. The Calculation Agent will request the principal London office of each of
the Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, LIBOR in respect of such Interest Determination Date
will be the average of such quotations. If fewer than two quotations are
provided, LIBOR in respect of such Interest Determination Date will be the
average of the rates quoted as of 11:00 a.m., in the applicable Principal
Financial Center (as defined below) on such Interest Determination Date by
three major banks in such Principal Financial Center selected by the
Calculation Agent (after consultation with the Company) for loans in the
Designated LIBOR Currency to leading European banks having the Index Maturity
specified on the face hereof commencing on the second Business Day immediately
following such Interest Determination Date and in a principal amount that is
representative for a single transaction in such Designated LIBOR Currency in
such market at such time; provided, however, that if the
banks selected as aforesaid by the Calculation Agent are not quoting as set
forth in this sentence, LIBOR with respect to such Interest Determination Date
will be the interest rate then in effect on the Interest Determination Date.


 


“Designated
LIBOR Currency” means the currency (including composite currency units), if
any, designated on the face hereof as the currency for which LIBOR will be
calculated. If no such currency is designated on the face hereof, the
Designated LIBOR Currency shall be U.S. dollars.


 


“Reuters
Page LIBOR01” means page LIBOR01 (or any other page as may
replace such page on the Reuters Monitor Money Rates Service (“Reuters”)
for the purpose of displaying the London interbank offered rates of major banks
for the Designated LIBOR Currency).


 


“Principal
Financial Center” means the capital city of the country that issues as its
legal tender the Designated LIBOR Currency designated on the face hereof,
except that with respect to U.S. dollars, the Principal Financial Center shall
be The City of New York.


 


Determination
of Treasury Rate.


 


If
the Base Rate specified on the face hereof is Treasury Rate, the interest rate
for any Interest Determination Date shall equal the rate applicable to the most
recent auction of direct obligations of the United States (“Treasury Bills”)
having the Index Maturity specified on the face hereof, on the display of
Reuters on page USAUCTION 10 or USAUCTION 11 (or any other page as
may replace page USAUCTION 10 or USAUCTION 11) under the heading “INVEST
RATE” or, if not so published by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the auction
average rate (expressed as a bond equivalent, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) for such auction as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury Bills having the Index
Maturity specified on the face hereof are not published or announced as
provided above by 3:00 p.m., New York City time, on such Calculation Date,
or if no such auction is held in a particular week, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the average of the secondary
market bid rates, as of approximately 3:30 p.m., New York City time, on
such Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent (after
consultation with the Company) for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified on the face hereof; provided,
however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting bid rates as mentioned in this sentence, the interest
rate for such Interest Determination Date shall equal the interest rate then in
effect on such Interest Determination Date. In determining the Treasury Rate,
the rate determined in any of the above cases shall be adjusted by the addition
or subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.


 


3.             The authorized denominations of
Notes will be $1,000 and any larger amount that is an integral multiple of
$1,000.


 


4.             Each Note will be issued initially
as either a Book-Entry Note or a Certificated Note. Only Registered Notes may
be issued as Book-Entry Notes, and such Notes will not be exchangeable for
Certificated Notes and, except as otherwise provided in the Indenture, will not
otherwise be issuable as Certificated Notes.


 


5.             Payments of interest (other than interest
payable at Maturity) will be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register on the
applicable Record Date. The principal hereof and any premium and interest
hereon payable at Maturity will be paid in immediately available funds upon
surrender of this Note at the office or agency of the Company (currently the
Trustee) located in the Borough of Manhattan in The City of New York.


 


6.             If so specified on the face hereof,
this Note may be redeemed at the option of the Company, in whole or in part, at
any time and from time to time on or after the Initial Redemption Date shown on
the face hereof and prior to the Maturity Date, upon not less than 30 calendar
days prior notice given as provided in the Indenture, at the Redemption Price
shown on the face hereof, together in each case with accrued interest, if any,
to the relevant redemption date, but interest installments whose Stated
Maturity is on or prior to such relevant redemption date will be payable to the
holder of this Note, or one or more Predecessor Securities, of record at the
close of business on the relevant Regular Record Dates, all as provided in the
Indenture. As provided in the Indenture, if less than all of the Outstanding
Notes are to be redeemed, the Company shall select the tenor and terms of the
Notes to be redeemed. If less than all of the Outstanding Notes of like tenor
and terms are to be redeemed, the particular Notes to be redeemed shall be
selected by the Trustee not more than 60 calendar days prior to the relevant
redemption date from the Outstanding Notes of like tenor and terms not
previously called for redemption. Such selection shall be of principal amounts
equal to the minimum authorized denominations for such Notes or any integral
multiple thereof. Subject to the immediately preceding sentence, such selection
shall be made by any method as the Trustee deems fair and appropriate. The
notice of such redemption shall specify which Notes are to be redeemed. In the
event of redemption of this Notes in part only, a new Note or Notes for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.


 


7.             The Company may, at any time,
purchase Notes at any price in the open market or otherwise. Notes so purchased
by the Company may, at its discretion, be held, resold or surrendered to the
Trustee for cancellation.


 


8.             This Note will not be subject to
any sinking fund.


 


9.             As provided in the Indenture, and
subject to certain limitations therein set forth, this Note is exchangeable for
a like aggregate principal amount of different authorized denominations as
requested by the Holder.


 


4

















 


10.           As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note
is registerable on the Security Register of the Company upon surrender of this
Note for registration of transfer at the office or agency of the Company in the
Borough of Manhattan in The City of New York, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company, the
Security Registrar and the Trustee duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


 


No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith.


 


11.           Prior to due presentment of
this Note for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


 


12.           If an Event of Default with
respect to the Notes of this series shall have occurred and be continuing, the
principal of all the Notes of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


13.           In case this Note shall at
any time become mutilated, destroyed, stolen or lost and this Note or evidence
of the loss, theft or destruction hereof (together with such indemnity and such
other documents or proof as may be required by the Company or the Trustee) shall
be delivered to the principal corporate trust office of the Trustee, a new
Registered Note of like tenor and principal amount will be issued by the
Company in exchange for, or in lieu of, this Note. All expenses and reasonable
charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Note shall be borne by the Holder of this
Note.


 


14.           The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holder of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of not
less than a majority in aggregate principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains
provisions permitting, with certain exceptions as therein provided, the Holders
of a majority in aggregate principal amount of the Outstanding Securities of a
series to waive compliance on behalf of the Holders of all the Securities of
such series by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon the Note.


 


Holders
of Securities may not enforce their rights pursuant to the Indenture or the
Securities except as provided in the Indenture. No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Note at the
times, places and rate, and in the coin or currency herein prescribed.


 


15.           No recourse shall be had for
the payment of the principal of (or premium, if any) or interest on this Note,
or for any claim based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or an indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past, present or
future of the Company or of any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.


 


16.           All terms used in this Note
not otherwise defined in this Note that are defined in the Indenture shall have
the meanings assigned to them in the Indenture.


 


17.           This Note shall be deemed to
be a contract made and to be performed solely in the State of New York, and for
all purposes be governed by, and construed in accordance with, the laws of said
State without regard to the conflicts of law rules of said State.


 


5

















 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:


 


 


	
  TEN
  COM

  	
  —

  	
  as
  tenants in common

  	
  UNIF
  GIFT MIN ACT —

  	
   

  
	
   

  	
   

  	
   

  	
  Custodian

  
	
  TEN
  ENT

  	
  —

  	
  as
  tenants by the entireties  

  	
   

  
	
   

  	
   

  	
  (Cust.)                                
  (Minor)

  
	
   

  	
   

  	
   

  
	
  JT
  TEN

  	
  —

  	
  as
  joint tenants with right of survivorship and not as tenants in common 

  	
     Under
  Uniform Gifts to Minors Act

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  
						



 


Additional abbreviations also may be used though not in the above list.


 


	
   

  	
   

  	
   

  



 


FOR
VALUE RECEIVED, the Undersigned hereby sell(s), assign(s) and transfer(s) unto


 


	
  Please
  insert Social Security or Other

  	
   

  
	
  Identifying
  Number of Assignee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
				



 


	
   

  
	
   

  
	
   

  
	
  (Please print or type name and address including Zip Code of Assignee)

  
	
   

  
	
   

  
	
  the
  within Note and all rights thereunder, irrevocably constituting and
  appointing such person

  
	
   

  
	
   

  	
   

  
	
  attorney

  
	
   

  
	
  to
  transfer Note on the books of the Trustee, with full power of substitution in
  the premises.

  
	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  
				



 


	
  NOTICE:

  	
  The
  signature to this assignment must correspond with the names as written upon
  the face of the within Note in every particular without alteration
  or enlargement or any change whatsoever.

  



 


6