Exhibit 4.02


 


FIRST SUPPLEMENTAL
INDENTURE


 


 


Between


 


 


SCANA CORPORATION, as
Issuer


 


 


and


 


 


U.S. BANK NATIONAL
ASSOCIATION, as Trustee


 


DATED AS OF NOVEMBER 1,
2009


 


2009 SERIES A 7.70% ENHANCED JUNIOR
SUBORDINATED NOTES


 

















 


FIRST
SUPPLEMENTAL INDENTURE


 


THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 1,
2009 (this “First Supplemental Indenture”), is between SCANA CORPORATION, a
South Carolina corporation, having its principal office at 100 SCANA Parkway,
Cayce, South Carolina 29033-3712 (the “Company”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as Trustee, having a corporate
trust office at 1441 Main Street, Suite 775, Columbia, South Carolina
29201 (herein called the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the Company has
heretofore entered into a Junior Subordinated Indenture, dated as of November 1,
2009 (the “Base Indenture”), with the Trustee;


 


WHEREAS, the Base
Indenture is incorporated herein by this reference and the Base Indenture, as
supplemented by this First Supplemental Indenture, is herein called the
“Indenture”;


 


WHEREAS, under
the Base Indenture, a new series of Securities may at any time be established
in accordance with the provisions of the Base Indenture and the terms of such
series may be described by a supplemental indenture executed by the Company and
the Trustee;


 


WHEREAS, the
Company proposes to create under the Indenture a series of Securities;


 


WHEREAS, additional Securities of other
series hereafter established, except as may be limited in the Base Indenture as
at the time supplemented and modified, may be issued from time to time pursuant
to the Indenture as at the time supplemented and modified;


 


WHEREAS, all requirements
necessary to make this First Supplemental Indenture a valid instrument in
accordance with its terms, and to make the Junior Subordinated Notes
(hereinafter defined), when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company, have been
performed, and the execution and delivery of this First Supplemental Indenture
has been duly authorized in all respects;


 


NOW, THEREFORE, in consideration of the
agreements and obligations set forth herein and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1 Definition of
Terms. For all  purposes of this First
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:


 


(a)           the terms not otherwise
defined herein which are defined in the Base Indenture have the same meanings
when used in this First Supplemental Indenture;


 


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(b)           the terms defined in
this Article have the meanings assigned to them in this Article and
include the plural as well as the singular;


 


(c)           all other terms used herein which are
defined in the Trust Indenture Act, whether directly or by reference therein,
have the meanings assigned to them therein;


 


(d)           Except as otherwise
herein expressly provided, all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with accounting principles as
are generally accepted in the United States of America and, with respect to any
computation required or permitted hereunder, the term “generally accepted
accounting principles” shall mean such accounting principles as are generally
accepted in the United States of America at the date of such computation;
provided, that when two or more principles are so generally accepted, it shall
mean that set of principles consistent with those in use by the Company;


 


(e)           a reference to a Section or
Article is to a Section or Article of this First Supplemental
Indenture unless otherwise stated;


 


(f)            the words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this First
Supplemental Indenture as a whole and not to any particular Article, Section or
other subdivision;


 


(g)           headings are for
convenience of reference only and do not affect interpretation;


 


“Adjusted Treasury Rate” means, with respect to any redemption date: (i) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated “H.15 (519)” or any successor publication which is published weekly
by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to
constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the end of the Designated Period, yields
for the two published maturities most closely corresponding to the Comparable
Treasury Issue will be determined by an Independent Investment Banker and the
Adjusted Treasury Rate will be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month); or (ii) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date. The Adjusted Treasury Rate shall be calculated on the
third Business Day preceding the redemption date.


 


“Comparable Treasury Issue” means
the United States Treasury security selected by an Independent Investment
Banker as having a remaining term to maturity comparable to the Designated
Period that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Designated Period.


 


“Comparable Treasury Price” for any
redemption date means (i) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest 


 


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Reference
Treasury Dealer Quotations, or (ii) if the Independent Investment Banker
obtains fewer than five such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Corporate
Trust Office of the Trustee” means the office of the Trustee at which at any
particular time its corporate trust business with respect to the Junior
Subordinated Notes shall be principally administered, which office at the date
of original execution of this First Supplemental Indenture is located at 1441
Main Street, Suite 775, Columbia, South Carolina 29201.


 


“Definitive
Note Certificates” means Junior Subordinated Notes issued in definitive, fully
registered form.


 


“Designated
Period” means the time period from a redemption date for the Junior
Subordinated Notes to January 30, 2015.


 


“Global
Note” has the meaning specified in Section 2.4(a).


 


“Independent
Investment Banker” means any of Banc of America Securities LLC, Morgan Stanley &
Co. Incorporated or one other Primary Treasury Dealer selected by Wells Fargo
Securities, LLC and their respective successors, as selected by the Company, or
if none of such firms are willing or able to serve as such, another Primary
Treasury Dealer appointed by the Company.


 


“Interest
Payment Dates” means January 30, April 30, July 30 and October 30
of each year, commencing on January 30, 2010.


 


“Make-Whole Amount” means an amount
equal to the greater of:


 


(a)          100% of the principal amount of the Junior
Subordinated Notes then outstanding being redeemed, or


 


(b)         the sum of the present values of (i) the
remaining scheduled payments of interest thereon during the Designated Period
(not including any portion of such payments of interest accrued as of the
redemption date) and (ii) the principal amount of the Junior Subordinated
Notes being redeemed assuming, solely for purposes of this calculation, a
scheduled payment of such principal on January 30, 2015, discounted to the
redemption date on a quarterly basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, as
calculated by an Independent Investment Banker.


 


“Optional Deferral Period” has the
meaning specified in Section 4.1.


 


“Original Issue Date” means November 24,
2009.


 


“Primary Treasury Dealer” means a primary United States government
securities dealer in the United States.


 


“Rating
Agency Event” means a change in the methodology employed by any nationally
recognized statistical rating organization within the meaning of Section 3(a)(62)
of the Securities Exchange Act of 1934, as amended (a “rating agency”), that
currently publishes a rating for the 


 


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Company in assigning
equity credit to securities such as the Junior Subordinated Notes, as such
methodology is in effect on November 17, 2009 (the “current criteria”),
which change results in:


 


(a)         the length of time for which such current criteria
are scheduled to be in effect being shortened with respect to the Junior
Subordinated Notes; or


 


(b)         a lower or higher equity credit being assigned by
such rating agency to the Junior Subordinated Notes as of the date of such
change than the equity credit that would have been assigned to the Junior
Subordinated Notes as of the date of such change by such rating agency pursuant
to its current criteria.


 


“Rating Agency Event Make-Whole
Amount” means an amount equal to the greater of:


 


(a)          100% of the principal amount of the
Junior Subordinated Notes then outstanding being redeemed, or


 


(b)         the sum of the present values of (i) the
remaining scheduled payments of interest thereon during the Designated Period
(not including any portion of such payments of interest accrued as of the redemption
date) and (ii) the principal amount of the Junior Subordinated Notes being
redeemed assuming, solely for purposes of this calculation, a scheduled payment
of such principal on January 30, 2015, discounted to the redemption date
on a quarterly basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate, plus 50 basis points, as calculated by
an Independent Investment Banker.


 


“Record
Date” has the meaning specified in Section 2.5(a).


 


“Reference Treasury Dealer” means (i) Banc
of America Securities LLC, Morgan Stanley & Co. Incorporated and one
other Primary Treasury Dealer selected by Wells Fargo Securities, LLC, and
their respective successors; provided that, if any such firm or its successors
ceases to be a Primary Treasury Dealer, the Company shall substitute another
Primary Treasury Dealer and (ii) two other Primary Treasury Dealers
selected by the Company.


 


“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Independent Investment Banker, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the Independent
Investment Banker at 5:00 p.m., New York City time, on the third Business
Day preceding such redemption date.


 


“Stated
Maturity” has the meaning specified in Section 2.2.


 


“Tax Event” means, for all purposes
of the Junior Subordinated Notes issued pursuant to this First Supplemental
Indenture, the receipt by the Company of an Opinion of Counsel experienced in
such tax matters to the effect that, as a result of (a) any amendment to,
clarification of, or change (including any announced prospective change) in the
laws or treaties of the United States or any political subdivisions or taxing
authorities, or any regulations under such laws or treaties, (b) any
judicial decision or any official administrative pronouncement, ruling,
regulatory procedure, notice or announcement (including any notice or
announcement of intent to issue or adopt any such administrative pronouncement,
ruling, regulatory procedure or regulation), (c) any 


 


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amendment
to, clarification of, or change in the official position or the interpretation
of any such administrative action or judicial decision or any interpretation or
pronouncement that provides for a position with respect to such administrative
action or judicial decision that differs from the theretofore generally
accepted position, in each case by any legislative body, court, governmental
authority or regulatory body, irrespective of the time or manner in which such
amendment, clarification or change is introduced or made known, or (d) threatened
challenge asserted in writing in connection with an audit of the Company or any
of its subsidiaries, or a publicly-known threatened challenge asserted in
writing against any other taxpayer that has raised capital through the issuance
of securities that are substantially similar to the Junior Subordinated Notes,
which amendment, clarification, or change is effective, or which administrative
action is taken or which judicial decision, interpretation or pronouncement is
issued or threatened challenge is asserted or becomes publicly-known, in each
case after November 17, 2009, there is more than an insubstantial risk
that interest payable by the Company on the Junior Subordinated Notes is not
deductible, or within 90 days would not be deductible, in whole or in part, by
the Company for United States Federal income tax purposes.


 


The
terms “Company,” “Trustee,” “Base Indenture,” and “Indenture” shall have the
respective meanings set forth in the recitals to this First Supplemental
Indenture and the paragraph preceding such recitals.


 


ARTICLE II


 


GENERAL
TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED NOTES


 


2.1 Designation
and Principal Amount. There is hereby established a series of Securities
to be issued under the Indenture, to be designated as the Company’s 2009 Series A
7.70% Enhanced Junior Subordinated Notes (the “Junior Subordinated Notes”) in
an aggregate principal amount of up to $150,000,000, which amount shall be set
forth in any written orders of the Company for the authentication and delivery
of Junior Subordinated Notes pursuant to Section 2.1 of the Base Indenture
and Section 6.1 hereof. Additional Junior Subordinated Notes without
limitation as to amount, and without the consent of the holders of the then
Outstanding Junior Subordinated Notes, may also be authenticated and delivered
in the manner provided in Section 2.1 of the Base Indenture. Any such
additional Junior Subordinated Notes will have the same Stated Maturity and
other terms (except, if applicable, the initial Interest Payment Date and initial
interest accrual date) as those initially issued and shall be consolidated with
and part of the same series of Junior Subordinated Notes as the Junior
Subordinated Notes initially issued under this First Supplemental Indenture.


 


2.2 Maturity. The maturity date of the
Junior Subordinated Notes initially will be January 30, 2065, but will be
automatically extended, except for any portion of the principal amount of the
Junior Subordinated Notes that shall have been earlier redeemed or with respect
to which notice of redemption shall have been given to the holders of such
Junior Subordinated Notes, for additional quarterly periods on each of January 30,
April 30, July 30 and October 30, beginning on January 30,
2015, through and including October 30, 2019, without notice to, or
consent of, the holders of the Junior Subordinated Notes. Subject to the
conditions described below, the maturity date will be further automatically
extended for additional quarterly periods beginning on January 30, 2020,
through and including October 30, 2029, except for any portion of the
principal 


 


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amount
of the Junior Subordinated Notes that shall have been earlier redeemed or with
respect to which notice of redemption shall have been given to the holders of
such Junior Subordinated Notes. The final maturity date of the Junior
Subordinated Notes will be no later than January 30, 2080, on which date
the entire principal amount of the Junior Subordinated Notes will become due
and payable, together with any accrued and unpaid interest. The “Stated
Maturity” of the Junior Subordinated Notes shall mean the maturity date of the
Junior Subordinated Notes as extended in accordance with this Section 2.2,
which may not be otherwise shortened or extended.


 


With respect to each
extension beginning on January 30, 2020, the following shall constitute
the extension conditions:


 


(a)         On
the applicable extension date the ratings on the Junior Subordinated Notes
satisfy at least two of the three following ratings criteria: (i) at least
Baa3 by Moody’s Investors Service (“Moody’s”), (ii) at least BBB- by
Standard & Poors Ratings Services (“Standard & Poor’s”) and (iii) at
least BBB- by Fitch Ratings Ltd (“Fitch”), or, if Moody’s, Standard &
Poor’s and/or Fitch (or their respective successors) are no longer in
existence, the equivalent rating by a nationally recognized statistical rating
organization; and


 


(b)         During
the three years prior to the applicable extension date:


 


(i)           no event of default has occurred
in respect of any of the Company’s then outstanding indebtedness for money
borrowed; and


 


(ii)          the Company did not have (and
does not have at the extension date) any outstanding deferred payments under
any of its then-outstanding preferred stock or debt securities.


 


2.3 Form and Payment; Minimum Transfer Restriction.


 


(a)          The Junior Subordinated
Notes shall be issued in fully registered definitive form without coupons in
minimum denominations of $25 and integral multiples of $25 in excess thereof.
Principal and interest on the Junior Subordinated Notes will be payable, the
transfer of such Junior Subordinated Notes will be registrable and such Junior
Subordinated Notes will be exchangeable for Junior Subordinated Notes bearing
identical terms and provisions at the Corporate Trust Office of the Trustee;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the Person entitled thereto at such address as shall
appear in the Register or by transfer to an account maintained by the Person
entitled thereto as specified in the Register, provided that proper transfer
instructions have been received by the Paying Agent by the Record Date. The
Register for the Junior Subordinated Notes shall be kept at the Corporate Trust
Office of the Trustee, and the Trustee is hereby appointed registrar and Paying
Agent for the Junior Subordinated Notes.


 


(b)         The Junior Subordinated
Notes may be transferred or exchanged only in minimum denominations of $25 and
integral multiples of $25 in excess thereof, and any attempted transfer, sale
or other disposition of Junior Subordinated Notes in a denomination of less
than $25 shall be deemed to be void and of no legal effect whatsoever. Any such
transferee shall be deemed not to be the holder of such Junior Subordinated
Notes for any purpose, including but not limited to the receipt of payments in
respect of such Junior Subordinated Notes and such transferee shall be 


 


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deemed to have no interest
whatsoever in such Junior Subordinated Notes.


 


(c)          Pursuant to the Base
Indenture, the Company hereby appoints the Trustee as registrar and “Paying
Agent” with respect to the Junior Subordinated Notes.


 


2.4
Exchange and Registration of Transfer of Junior Subordinated Notes;
Restrictions on Transfers; Depositary.


 


The
Junior Subordinated Notes will be issued to the holders in accordance with the
following procedures:


 


(a)          So long as Junior
Subordinated Notes are eligible for book-entry settlement with the Depositary,
or unless required by law, all  Junior Subordinated
Notes that are so eligible will be represented by one or more Junior
Subordinated Notes in global form (a “Global Note”) registered in the name of
the Depositary or the nominee of the Depositary. Except as provided in Section 2.4(c) below,
beneficial owners of a Global Note shall not be entitled to have Definitive
Note Certificates registered in their names, will not receive or be entitled to
receive physical delivery of Definitive Note Certificates and will not be
registered holders of such Global Notes.


 


(b)         The transfer and exchange of beneficial interests in
Global Notes shall be effected through the Depositary in accordance with the
Indenture and the procedures and standing instructions of the Depositary and
the Trustee shall make appropriate endorsements to reflect increases or
decreases in principal amounts of such Global Notes.  In addition, all payments of principal and
purchase price of, redemption premium, if any, and interest on the Global Notes
and all notices, communications and other documents required to be mailed to
the holders with respect to the Global Notes or pursuant to the Indenture,
shall be made and given at the times and in accordance with the procedures and
standing instructions of the Depositary (which procedures and standing
instructions shall govern in the event of any inconsistency between the
provisions of the Indenture and such procedures and standing instructions).


 


(c)          Notwithstanding any
other provisions of the Indenture (other than the provisions set forth in this Section 2.4(c)),
a Global Note may not be exchanged in whole or in part for Junior Subordinated
Notes registered, and no transfer of a Global Note may be registered, in the
name of any person other than the Depositary or a nominee thereof unless (i) such
Depositary (A) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Note or (B) has ceased to be a
clearing agency registered as such under the Exchange Act and no successor
Depositary has been appointed by the Company within 90 days after its receipt
of such notice or its becoming aware of such ineligibility, (ii) there
shall have occurred and be continuing an Event of Default, or any event which
after notice or lapse of time or both would be an Event of Default under the
Indenture, with respect to such Junior Subordinated Note, or (iii) the
Company, in its sole discretion and subject to the procedures of the
Depositary, instructs the Trustee to exchange such Global Note for a Junior
Subordinated Note that is not a Global Note (in which case such exchange
(subject to such procedures) shall be effected by the Trustee).


 


The Depositary shall be a clearing
agency registered under the Exchange Act. The Company initially appoints The
Depository Trust Company to act as Depositary with respect to the Global Notes.
Initially, the Global Notes shall be registered in the name of Cede &
Co., as the 


 


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nominee of the Depositary, and
deposited with the Trustee as custodian for Cede & Co.


 


Definitive Note Certificates issued
in exchange for all or a part of a Global Note pursuant to this Section 2.4(c) shall
be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. Upon execution and authentication,
the Trustee shall deliver such Definitive Note Certificates to the person in
whose names such Definitive Note Certificates are so registered.


 


So
long as Junior Subordinated Notes are represented by one or more Global Notes, (i) the
registrar for the Junior Subordinated Notes and the Trustee shall be entitled
to deal with the Depository for all  purposes of the Indenture relating to
such Global Notes as the sole holder of the Junior Subordinated Notes evidenced
by such Global Notes and shall have no obligations to the holders of beneficial
interests in such Global Notes; and (ii) the rights of the holders of
beneficial interests in such Global Notes shall be exercised only through the
Depository and shall be limited to those established by law and agreements
between such holders and the Depository and/or the participants in the
Depository.


 


At such time as all interests in a
Global Note have been paid, redeemed, exchanged, repurchased or canceled, such
Global Note shall be, upon receipt thereof, canceled by the Trustee in
accordance with standing procedures and instructions of the Depositary. At any
time prior to such cancellation, if any interest in a Global Note is exchanged
for Definitive Note Certificates, redeemed by the Company pursuant to Article II
or canceled, or transferred for part of a Global Note, the principal amount of
such Global Note shall, in accordance with the standing procedures and
instructions of the Depositary be reduced or increased, as the case may be, and
an endorsement shall be made on such Global Note by, or at the direction of,
the Trustee to reflect such reduction or increase.


 


2.5 Interest.


 


(a)          Each Junior Subordinated
Note will bear interest at the rate of 7.70% per annum from the Original Issue
Date. Subject to the Company’s right to defer interest payments described in Article IV
below, interest is payable quarterly in arrears on each Interest Payment Date
until the principal thereof is paid or made available for payment. If interest
payments are deferred or otherwise not paid, they will accrue and compound
until paid at the annual rate of 7.70% per annum, to the extent permitted by
applicable law. The amount of interest payable for any period will be computed
on the basis of a 360-day year of twelve 30-day months. The interest so payable
will be paid to the Person in whose name such Junior Subordinated Note is
registered, at the close of business on the Record Date next preceding such
Interest Payment Date; provided that interest payable at Maturity will be paid
to the Person to whom principal is payable. Any such interest that is not so
punctually paid or duly provided for, and that is not deferred pursuant to Article IV
hereof, will forthwith cease to be payable to the holders on such Record Date
and may either be paid (i) to the Person in whose name such Junior
Subordinated Note (or any Junior Subordinated Note issued upon registration of
transfer or exchange thereof) is registered at the close of business on the
record date for the payment of such defaulted interest established in
accordance with Section 2.3 of the Base Indenture or (ii) at any time
in any other lawful manner not inconsistent with the requirements of the
securities exchange, if any, on which the Junior Subordinated Notes may be
listed, and upon such notice as may be required by such exchange. The “Record
Date” for 


 


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payment of interest will be the
close of business on the Business Day next preceding the Interest Payment Date,
unless such Junior Subordinated Note is registered to a holder other than the
Depositary or a nominee of the Depositary, in which case the Record Date for
payment of interest will be the close of business on the fifteenth calendar day
preceding the applicable Interest Payment Date, whether or not a Business Day.


 


(b)         If an Interest Payment
Date, redemption date or the Stated Maturity of the Junior Subordinated Notes
falls on a day that is not a Business Day, the payment of interest and principal
will be made on the next succeeding Business Day, and no interest on such
payment will accrue for the period from and after the Interest Payment Date,
redemption date or the Stated Maturity, as applicable.


 


2.6 Events of Default. An Event of Default
as defined in the Indenture shall be an Event of Default with respect to the
Junior Subordinated Notes provided that the nonpayment of interest for so long
as and to the extent that interest is permitted to be deferred pursuant to Article IV
herein shall not be deemed to be a default in the payment of interest for the
purposes of Article VI of the Base Indenture and shall not otherwise be
deemed an Event of Default with respect to the Junior Subordinated Notes. For
the avoidance of doubt, and without prejudice to any other remedies that may be
available to the Trustee or the holders of the Junior Subordinated Notes, no
breach by the Company of any covenant or obligation under the Indenture or the
terms of the Junior Subordinated Notes shall be an Event of Default except
those that are specifically identified as an Event of Default under the
Indenture.


 


ARTICLE III

REDEMPTION OF THE JUNIOR SUBORDINATED NOTES


 


3.1 Optional Redemption by Company. The
Company shall have the option to redeem the Junior Subordinated Notes:


 


(a)          in whole or in part at any time before January 30,
2015, at a redemption price equal to the Make-Whole Amount, plus accrued and
unpaid interest through, but not including, the redemption date;


 


(b)         in whole or in part at any time before January 30,
2015, if a Rating Agency Event occurs, at a redemption price equal to the
Rating Agency Event Make-Whole Amount, plus accrued and unpaid interest
through, but not including, the redemption date;


 


(c)          in whole, but not in part, at any time before January 30,
2015, upon the occurrence of a Tax Event, at a redemption price equal to 100%
of the outstanding principal amount of the Junior Subordinated Notes being
redeemed, plus accrued and unpaid interest through, but not including, the
redemption date; and


 


(d)         in whole or in part at any time on or after January 30,
2015, at a redemption price equal to 100% of the outstanding principal amount
of the Junior Subordinated Notes being redeemed, plus accrued and unpaid
interest through, but not including, the redemption date.


 


The
applicable redemption price shall be paid prior to 2:30 p.m., New York
City time, on the date of such redemption, provided that the Company shall
deposit with the Trustee an amount 


 


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sufficient to pay
the applicable redemption price by 11:00 a.m., New York City time, on the
date such redemption price is to be paid. The Company will notify the Trustee
of the amount of any applicable Make-Whole Amount or Rating Agency Event
Make-Whole Amount promptly after the calculation thereof, and the Trustee will
not be responsible for such calculation.


 


3.2 Notice of Redemption. Subject to Article III
of the Base Indenture, notice of any redemption pursuant to this Article III
will be mailed at least 20 days but not more than 60 days before the redemption
date to each holder of Junior Subordinated Notes to be redeemed at such
holder’s registered address. Unless the Company defaults in payment of the
applicable redemption price, on and after the redemption date interest shall
cease to accrue on such Junior Subordinated Notes called for redemption.


 


ARTICLE IV

OPTION TO DEFER INTEREST PAYMENTS


 


4.1 Option to Defer Interest Payments. So
long as there is no Event of Default with respect to the Junior Subordinated
Notes under the Base Indenture, the Company, at its option, may, on one or more
occasions, defer payment of all or part of the current and accrued interest
otherwise due on the Junior Subordinated Notes for a period of up to ten
consecutive years (each period, commencing on the date that the first such
interest payment would otherwise have been made, an “Optional Deferral
Period”). A deferral of interest payments may not end on a date other than an
Interest Payment Date and may not extend beyond the Stated Maturity of the
Junior Subordinated Notes, and the Company may not begin a new Optional
Deferral Period and may not pay current interest on the Junior Subordinated
Notes until it has paid all  accrued
interest on the Junior Subordinated Notes from the previous Optional Deferral
Period. Such accrued interest shall be payable to the persons in whose names
the Junior Subordinated Notes are registered at the close of business on the
Record Date next preceding such Interest Payment Date.


 


Any
deferred interest on the Junior Subordinated Notes will accrue Additional
Interest at a rate equal to 7.70% per annum, to the extent permitted by
applicable law. Once the Company pays all deferred interest payments on the
Junior Subordinated Notes, including any Additional Interest accrued on the
deferred interest, it shall be entitled to again defer interest payments on the
Junior Subordinated Notes as described above, but not beyond the Stated
Maturity of the Junior Subordinated Notes.


 


Unless
the Company has paid all  accrued
and payable interest on the Junior Subordinated Notes and is not deferring any
interest payments on the Junior Subordinated Notes at such time, it will not
and its Subsidiaries shall not do any of the following:


 


(i)                                   declare
or pay any dividends or distributions, or redeem, purchase, acquire, or make a
liquidation payment on any of the Company’s Capital Stock;


 


(ii)                                make
any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any of its debt securities that rank on a parity with or
junior to the Junior Subordinated Notes (including debt securities of other
series issued under the Base Indenture); or


 


(iii)                             make
any guarantee payments on any guarantee of debt securities if the guarantee 


 


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ranks on a parity with or junior to the Junior
Subordinated Notes.


 


However,
the foregoing provisions shall not prevent or restrict the Company from making:


 


(a)           purchases,
redemptions or other acquisitions of its Capital Stock in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of employees, officers, directors, agents or consultants or a stock
purchase or dividend reinvestment plan, or the satisfaction of its obligations
pursuant to any contract or security outstanding on the date that the payment
of interest is deferred requiring it to purchase, redeem or acquire its Capital
Stock;


 


(b)           any payment, repayment, redemption, purchase,
acquisition or declaration of dividend described in clause (i) above as a
result of a reclassification of its Capital Stock, or the exchange or
conversion of all or a portion of one class or series of its Capital Stock for
another class or series of its Capital Stock;


 


(c)           the purchase of
fractional interests in shares of its Capital Stock pursuant to the conversion
or exchange provisions of its Capital Stock or the security being converted or
exchanged, or in connection with the settlement of stock purchase contracts
outstanding on the date that the payment of interest is deferred;


 


(d)           dividends or
distributions paid or made in its Capital Stock (or rights to acquire its
Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in
connection with the issuance or exchange of Capital Stock (or of securities
convertible into or exchangeable for shares of its Capital Stock) and
distributions in connection with the settlement of stock purchase contracts
outstanding on the date that the payment of interest is deferred;


 


(e)           redemptions, exchanges
or repurchases of, or with respect to, any rights outstanding under a
shareholder rights plan outstanding on the date that the payment of interest is
deferred or the declaration or payment thereunder of a dividend or distribution
of or with respect to rights in the future; or


 


(f)            payments on the Junior
Subordinated Notes, any trust preferred securities, subordinated debentures,
junior subordinated debentures or junior subordinated notes, or any guarantees
of any of the foregoing, in each case that rank equal in right of payment to
the Junior Subordinated Notes, so long as the amount of payments made on
account of such securities or guarantees is paid on all such securities and
guarantees then outstanding on a pro rata basis in proportion to the full
payment to which each series of such securities and guarantees is then entitled
if paid in full.


 


4.2 Notice of Deferral. The
Company shall give the Trustee written notice of its election to begin an
Optional Deferral Period at least one Business Day before the Record Date for
the next Interest Payment Date. The Trustee will forward any written notice
that the Company gives of its election to begin an Optional Deferral Period to
the holders of the Junior Subordinated Notes. However, the Company’s failure to
pay interest on any Interest Payment Date will itself constitute the
commencement of an Optional Deferral Period unless the Company pays such
interest payment within five Business Days after the Interest Payment Date,
whether or not the 


 


12

















 


Company provides a
notice of deferral.


 


ARTICLE V

FORM OF JUNIOR SUBORDINATED NOTE


 


5.1 Form of Junior Subordinated Note. The
Junior Subordinated Notes and the Trustee’s Certificate of Authentication to be
endorsed thereon are to be substantially in the form attached hereto as Exhibit A.


 


ARTICLE VI

ORIGINAL ISSUE OF JUNIOR SUBORDINATED NOTES


 


6.1 Original Issue
of Junior Subordinated Notes. Junior Subordinated
Notes in the initial aggregate principal amount of up to $150,000,000 may be
executed by the Company and delivered to the Trustee for authentication by it,
and the Trustee shall thereupon authenticate and deliver said Junior
Subordinated Notes to or upon the written order of the Company, signed by any
Officer of the Company, without any further corporate action by the Company.


 


ARTICLE VII

MISCELLANEOUS


 


7.1 Ratification
of Indenture; First Supplemental Indenture Controls. The Base Indenture, as
supplemented by this First Supplemental Indenture, is in all respects ratified
and confirmed, and this First Supplemental Indenture shall be deemed part of
the Base Indenture in the manner and to the extent herein and therein provided.
The provisions of this First Supplemental Indenture shall supersede the provisions
of the Base Indenture to the extent the Base Indenture is inconsistent
herewith.


 


7.2 Recitals. The recitals herein
contained are made by the Company only and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this First Supplemental
Indenture.


 


7.3 Governing Law.
This First Supplemental Indenture and each Junior Subordinated Note shall
be deemed to be a contract made under the internal laws of the State of New
York, and for all  purposes shall be
governed by and construed in accordance with the laws of said State, without
regard to the conflicts of law principles thereof.


 


7.4 Separability. In case any one or more
of the provisions contained in this First Supplemental Indenture or in the
Junior Subordinated Notes shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this First
Supplemental Indenture or of the Junior Subordinated Notes, but
this First Supplemental Indenture and the Junior Subordinated Notes shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.


 


7.5
Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.


 


13

















 


IN
WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first above written.


 


 


	
   

  	
  SCANA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


14

















 


EXHIBIT A


 


(FORM OF FACE OF JUNIOR
SUBORDINATED NOTE)


 


[THIS NOTE IS A GLOBAL NOTE
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS
EXCHANGEABLE FOR JUNIOR SUBORDINATED NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER
OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]*


 


[UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE 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 HEREON IS MADE
TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, [CEDE &
CO.], HAS AN INTEREST HEREIN.]*


 


THE NOTES EVIDENCED HEREBY
WILL BE ISSUED, AND MAY BE TRANSFERRED, ONLY IN MINIMUM DENOMINATIONS OF
$25 AND INTEGRAL MULTIPLES OF $25 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER,
SALE OR OTHER DISPOSITION OF NOTES IN A DENOMINATION OF LESS THAN $25 SHALL BE
DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL
BE DEEMED NOT TO BE THE HOLDER OF SUCH NOTES FOR ANY PURPOSE, INCLUDING BUT NOT
LIMITED TO THE RECEIPT OF PAYMENTS IN RESPECT OF SUCH NOTES, AND SUCH
TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH NOTES.


 






[*Insert
in Global Notes.


**Insert in Notes other than Global
Notes.


***Insert in Global Notes.]


 


A-1

















 


SCANA CORPORATION


 


$       


 


2009 SERIES A 7.70% ENHANCED JUNIOR
SUBORDINATED NOTE


 


Dated:


 


	
  NUMBER R-

  	
   

  	
  CUSIP NO: 

  
	
  Registered Holder:

  	
   

  	
   

  



 


SCANA
CORPORATION, a corporation duly organized and existing under the laws of the
State of South Carolina (herein referred to as the “Company,” which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to the Registered Holder named
above, the principal sum [of Dollars]** [specified in the Schedule annexed
hereto]*** on the date of Stated Maturity, as hereafter defined, and to pay
(subject to deferral as set forth herein) interest thereon at the rate of 7.70%
per annum, such interest to accrue from November     ,
2009. Subject to the Company’s right to defer interest payments described
herein, interest is payable quarterly in arrears on each January 30, April 30,
July 30 and October 30, commencing on January 30, 2010 (the
“Interest Payment Dates”), until the principal thereof is paid or made
available for payment. If interest payments are deferred or otherwise not paid,
they will accrue and compound until paid at the annual rate of 7.70% per annum,
to the extent permitted by applicable law.


 


The
maturity date of this note (this “Note”) initially will be January 30,
2065, but will be automatically extended, except for any portion of the
principal amount of this Note that shall have been earlier redeemed or with
respect to which notice of redemption shall have been given to the Holder (as
defined herein) hereof, for additional quarterly periods on each of January 30,
April 30, July 30 and October 30, beginning on January 30,
2015, through and including October 30, 2019, without notice to, or
consent of, the Holder of this Note. Subject to the conditions described below,
the maturity date will be further automatically extended for additional
quarterly periods beginning on January 30, 2020, through and including October 30,
2029, except for any portion of the principal amount of this Note that shall
have been earlier redeemed or with respect to which notice of redemption shall
have been given to the Holder hereof. The final maturity date of this Note will
be no later than January 30, 2080, on which date the entire principal
amount of this Note will become due and payable, together with
any accrued and unpaid interest. The Stated Maturity of this Note shall mean
the maturity date of this Note as extended in accordance with this paragraph,
and may not be otherwise shortened or extended.


 


With
respect to each extension beginning on January 30, 2020, the following
shall constitute the extension conditions:


 


(a)          On the applicable extension date the ratings on the
Junior Subordinated Notes satisfy at least two of the three following ratings
criteria: (i) at least Baa3 by Moody’s Investors Service (“Moody’s”), (ii) at
least BBB- by Standard & Poor’s Ratings Services (“Standard &
Poor’s”) and (iii) at least BBB- by Fitch Ratings Ltd (“Fitch”), or, if
Moody’s, Standard & Poor’s and/or Fitch (or their respective
successors) are no longer in existence, the equivalent rating by a nationally
recognized statistical rating organization; and


 


A-2

















 


(b)                          During
the three years prior to the applicable extension date:


 


(i)            no event of default has occurred in respect of any
of the Company’s then outstanding indebtedness for money borrowed; and


 


(ii)           the Company did not have (and does not have at the
extension date) any outstanding deferred payments under any of its then-outstanding
preferred stock or debt securities.


 


The
amount of interest payable for any period will be computed on the basis of a
360-day year of twelve 30-day months. The interest so payable on an Interest
Payment Date will be paid to the Person in whose name this Note is registered,
at the close of business on the Record Date next preceding such Interest
Payment Date; provided that interest payable at Maturity will be paid to the
Person to whom principal is payable. Any such interest that is not so punctually
paid or duly provided for, and that is not deferred as described below, will
forthwith cease to be payable to the Holder on such Record Date and may either
be paid (i) to the Person in whose name this Note (or any Junior
Subordinated Note issued upon registration of transfer or exchange thereof) is
registered at the close of business on the record date for the payment of such
defaulted interest established in accordance with Section 2.3 of the Base
Indenture or (ii) at any time in any other lawful manner not inconsistent
with the requirements of the securities exchange, if any, on which the Junior
Subordinated Notes may be listed, and upon such notice as may be required by
such exchange. The “Record Date” for payment of interest will be the close of business
on the Business Day next preceding the Interest Payment Date, unless this Note
is registered to a holder other than the Depositary or a nominee of the
Depositary, in which case the Record Date for payment of interest will be the
close of business on the fifteenth calendar day preceding the applicable
Interest Payment Date, whether or not a Business Day.


 


If an
Interest Payment Date, redemption date or the Stated Maturity of the Junior
Subordinated Notes falls on a day that is not a Business Day, the payment of
interest and principal will be made on the next succeeding Business Day, and no
interest on such payment will accrue for the period from and after the Interest
Payment Date, redemption date or the Stated Maturity, as applicable.


 


This
Note may be presented for payment of principal and interest at the office of
the Paying Agent, in the City of St. Paul, State of Minnesota; provided,
however, that payment of interest may be made at the option of the Company (i) by
check mailed to such address of the person entitled thereto as the address
shall appear on the Register of the Notes or (ii) by transfer to an
account maintained by the Person entitled thereto as specified in the Register,
provided that proper transfer instructions have been received by the Record
Date. Payment of the principal and interest on this Note shall be made in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.


 


So
long as there is no Event of Default with respect to the Junior Subordinated
Notes under the Base Indenture, the Company, at its option, may, on one or more
occasions, defer payment of all or part of the current and accrued interest
otherwise due on the Junior Subordinated Notes for a period of up to ten
consecutive years (each period, commencing on the date that the first such
interest payment would otherwise have been made, an “Optional Deferral
Period”). A deferral of 


 


A-3

















 


interest payments
may not end on a date other than an Interest Payment Date and may not extend
beyond the Stated Maturity of the Junior Subordinated Notes, and the Company
may not begin a new Optional Deferral Period and may not pay current interest
on the Junior Subordinated Notes until it has paid all accrued interest on the
Junior Subordinated Notes from the previous Optional Deferral Period. Such
accrued interest shall be payable to the persons in whose names the Junior
Subordinated Notes are registered at the close of business on the Record Date
next preceding such Interest Payment Date.


 


Any
deferred interest on the Junior Subordinated Notes will accrue Additional
Interest at a rate equal to 7.70% per annum, to the extent permitted by
applicable law. Once the Company pays all deferred interest payments on the
Junior Subordinated Notes, including any Additional Interest accrued on the
deferred interest, it shall be entitled to again defer interest payments on the
Junior Subordinated Notes as described above, but not beyond the Stated
Maturity of the Junior Subordinated Notes.


 


Unless
the Company has paid all accrued and payable interest on the Junior
Subordinated Notes and is not deferring any interest payments on the Junior
Subordinated Notes at such time, it will not and its Subsidiaries shall not do
any of the following:


 


(i)          declare or pay any dividends or distributions, or
redeem, purchase, acquire, or make a liquidation payment on any of SCANA
Corporation’s Capital Stock;


 


(ii)         make
any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any of its debt securities that rank on a parity with or
junior to the Junior Subordinated Notes (including debt securities of other
series issued under the Base Indenture); or


 


(iii)        make any guarantee payments on any guarantee of debt
securities if the guarantee ranks on a parity with or junior to the Junior
Subordinated Notes.


 


However,
the foregoing provisions shall not prevent or restrict the Company from making:


 


(a)          purchases, redemptions
or other acquisitions of its Capital Stock in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
employees, officers, directors, agents or consultants or a stock purchase or
dividend reinvestment plan, or the satisfaction of its obligations pursuant to
any contract or security outstanding on the date that the payment of interest
is deferred requiring it to purchase, redeem or acquire its Capital Stock;


 


(b)         any payment, repayment,
redemption, purchase, acquisition or declaration of dividend described in
clause (i) above as a result of a reclassification of its Capital Stock,
or the exchange or conversion of all or a portion of one class or series of its
Capital Stock for another class or series of its Capital Stock;


 


(c)          the purchase of
fractional interests in shares of its Capital Stock pursuant to the conversion
or exchange provisions of its Capital Stock or the security being converted or
exchanged, or in connection with the settlement of stock purchase contracts
outstanding on the date that the payment of interest is deferred;


 


A-4

















 


(d)         dividends or
distributions paid or made in its Capital Stock (or rights to acquire its
Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in
connection with the issuance or exchange of Capital Stock (or of securities
convertible into or exchangeable for shares of its Capital Stock) and
distributions in connection with the settlement of stock purchase contracts
outstanding on the date that the payment of interest is deferred;


 


(e)          redemptions, exchanges
or repurchases of, or with respect to, any rights outstanding under a
shareholder rights plan outstanding on the date that the payment of interest is
deferred or the declaration or payment thereunder of a dividend or distribution
of or with respect to rights in the future; or


 


(f)          payments on the Junior
Subordinated Notes, any trust preferred securities, subordinated debentures,
junior subordinated debentures or junior subordinated notes, or any guarantees
of any of the foregoing, in each case that rank equal in right of payment to
the Junior Subordinated Notes, so long as the amount of payments made on
account of such securities or guarantees is paid on all such securities and
guarantees then outstanding on a pro rata basis in proportion to the full
payment to which each series of such securities and guarantees is then entitled
if paid in full.


 


The
Company shall give the Trustee written notice of its election to begin a
deferral period at least one Business Day before the Record Date for the next
Interest Payment Date. The Trustee will forward any written notice that the
Company gives of its election to begin a deferral period to the holders of the
Junior Subordinated Notes. However, the Company’s failure to pay interest on
any Interest Payment Date will itself constitute the commencement of a deferral
period unless the Company pays such interest payment within five Business Days
after the Interest Payment Date, whether or not the Company provides a notice
of deferral.


 


The
Notes of this series shall have an initial aggregate principal amount of up to
One Hundred Fifty Million and no/100 Dollars ($150,000,000).


 


The Notes evidenced by this Certificate
may be transferred or exchanged only in minimum denominations of $25 and
integral multiples of $25 in excess thereof, and any attempted transfer, sale
or other disposition of Notes in a denomination of less than $25 shall be
deemed to be void and of no legal effect whatsoever.


 


The
indebtedness of the Company evidenced by this Note, including the principal
hereof and interest hereon is, to the extent and in the manner set forth in the
Indenture, subordinate and junior in right of payment to the Company’s
obligations to holders of Priority Indebtedness of the Company and each Holder
of this Note, by acceptance hereof, agrees to and shall be bound by such
provisions of the Indenture and all other provisions of the Indenture.


 


This Note shall not be valid or
become obligatory for any purpose until the certificate of authentication
hereon shall have been signed by or on behalf of the Trustee under the
Indenture.


 


A-5

















 


IN WITNESS WHEREOF, SCANA CORPORATION has caused this
instrument to be duly executed.


 


	
  Dated:

  	
  SCANA
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


TRUSTEE’ S CERTIFICATE OF AUTHENTICATION


 


This
is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


A-6
















 


REVERSE OF NOTE


 


This Security is one of a duly
authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series pursuant to the Junior
Subordinated Indenture, dated as of November 1, 2009 (the “Base
Indenture”), between the Company and U.S. Bank National Association, as Trustee
(herein called the “Trustee”), and as supplemented by a First Supplemental
Indenture dated as of November 1, 2009, by and among the Company and the
Trustee (collectively, as amended or supplemented through the date hereof and
from time to time, herein called the “Indenture,” which term shall have the
meaning assigned to it in such instrument), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders
(the word “Holder” or “Holders” meaning the registered holder or registered
holders) of the Notes. This Security is one of the series designated on the
face hereof (the “Junior Subordinated Notes”) which is unlimited in aggregate
principal amount.


 


Capitalized
terms used herein but not defined herein shall have the respective meanings
assigned thereto in the Indenture.


 


As provided in and subject to the
provisions in the Indenture, the Company shall have the option to redeem the
Junior Subordinated Notes:


 


(a)           in whole or in part at
any time before January 30, 2015, at a redemption price
equal to the Make-Whole Amount, plus accrued and unpaid interest through, but
not including, the redemption date;


 


(b)           in whole or in part at any time before January 30,
2015, if a Rating Agency Event occurs, at a redemption price equal to the
Rating Agency Event Make-Whole Amount, plus accrued and unpaid interest through,
but not including, the redemption date;


 


(c)           in whole, but not in
part, at any time before January 30, 2015, upon the occurrence of a
Tax Event, at a redemption price equal to 100% of the outstanding principal
amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid
interest through, but not including, the redemption date; and


 


(d)           in whole or in part at
any time on or after January 30, 2015, at a redemption price
equal to 100% of the outstanding principal amount of the Junior Subordinated
Notes being redeemed, plus accrued and unpaid interest through, but not
including, the redemption date.


 


In the case an Event of Default, as
defined in the Indenture, shall have occurred and be continuing, the principal
of all of the Junior Subordinated Notes may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.


 


Any
consent or waiver by the Holder of this Note given as provided in the Indenture
(unless effectively revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all  future Holders of this Note and of any
Junior Subordinated Note issued in exchange, registration of transfer, or
otherwise in lieu hereof irrespective of whether any notation 


 


A-7

















 


of such consent or
waiver is made upon this Note or such other Junior Subordinated Notes. 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 interest on this Note,
at the places, at the respective times, at the rates and in the coin or
currency herein prescribed.


 


As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Note may
be registered on the Register of the Junior Subordinated Notes upon surrender
of this Note for registration of transfer at the offices maintained by the
Company or its agent for such purpose, duly endorsed by the Holder hereof or
his attorney duly authorized in writing, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Securities registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, but
without payment of any charge other than a sum sufficient to reimburse the
Company for any tax or other governmental charge incident thereto. Upon any
such registration of transfer, a new Junior Subordinated Note or Notes of
authorized denomination or denominations for the same aggregate principal
amount will be issued to the transferee in exchange herefor.


 


Prior
to due presentment for registration of transfer of this Note, the Company, the
Trustee, and any agent of the Company or the Trustee may deem and treat the
person in whose name this Note shall be registered upon the Register of the
Notes of this series as the absolute owner of this Note (whether or not this
Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon) for the purpose of receiving payment of or on account of the
principal hereof and, subject to the provisions on the face hereof, interest
due hereon and for all other purposes; and neither the Company nor the Trustee
nor any such agent shall be affected by any notice to the contrary.


 


No recourse shall be had for the
payment of the principal of 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 any indenture supplemental thereto, against any stockholder,
officer, director or employee, as such, past, present or future, of the Company
or of any successor corporation, either directly or through the Company,
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 a part of the consideration for the
issue hereof, expressly waived and released.


 


The Company and, by acceptance of
this Note or a beneficial interest in this Note, each holder hereof and any
person acquiring a beneficial interest herein, agree that for United States
federal, state and local tax purposes it is intended that this Note constitute
indebtedness.


 


This Note shall be deemed to be a
contract made under the laws of the State of New York (without regard to
conflicts of laws principles thereof) and for all purposes shall be governed
by, and construed in accordance with, the laws of said State.


 


A-8

















 


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


 


(please insert Social Security or other identifying
number of assignee)


 


 


PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE


 


the within Note
and all rights thereunder, hereby irrevocably constituting and appointing


 


 


agent to transfer
said Note on the books of the Company, with full power of substitution in the
premises.


 


 


	
  Dated:

  	
   

  



 


NOTICE: The
signature to this assignment must correspond with the name as written upon the
face of the within instrument in every particular without alteration or
enlargement, or any change whatever.


 


A-9

















 


[FORM OF SCHEDULE FOR ENDORSEMENTS ON GLOBAL
NOTES TO REFLECT

CHANGES IN PRINCIPAL AMOUNT]


 


The initial principal amount of this Note is: $           


 


Changes to Principal Amount of Global Note


 


	
   

  	
   

  	
  Principal Amount
  by which this

  	
   

  	
   

  	
   

  	
  Signature of

  	
   

  
	
   

  	
   

  	
  Note is to be
  Decreased or

  	
   

  	
  Remaining

  	
   

  	
  Authorized

  	
   

  
	
   

  	
   

  	
  Increased and the
  Reason for

  	
   

  	
  Principal Amount

  	
   

  	
  Signatory of

  	
   

  
	
  Date

  	
   

  	
  the Decrease or Increase

  	
   

  	
  of this Note

  	
   

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






* Insert Schedule in Global Notes.


 


A-10