formofnote




	
      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

      100%
	
      Taxpayer's
      I.D. or Soc. Sec. No.

      *
      
	
      Transferred

      N/A

	
      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

      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: %
	 	
       ADDITIONAL
      PROVISIONS:

	
      ORIGINAL
      ISSUE DATE: 
	 	
       INDEX
      MATURITY:

	
      MATURITY
      DATE:
	 	
       BASE
      RATE:

	
      REDEMPTION
      (check one):
	 	
       SPREAD
      (PLUS OR MINUS):       
      %

	
      o No. This Note is not subject to
      redemption.
	 	
       SPREAD
      MULTIPLIER:

	 	 	 INTEREST RESET
    PERIOD:
	
      oYes. This Note is subject to redemption on or after
      the
	 	
       INTEREST RESET DATES:

	
                
      Initial Redemption Date at the following Redemption Price.

	 	
       MAXIMUM
      INTEREST RATE: 

	
      Redemption
      Price:
	 	
       MINIMUM
      INTEREST RATE: 

	
      Initial
      Redemption Date:
	 	
       

       INTEREST
      PAYMENT PERIOD:

	
      REGULAR
      RECORD DATES: 
	 	
       

      INTEREST
      PAYMENT DATES: 

	
      INTEREST
      (check one):
	 	
       

	
      o FIXED RATE NOTE

      If
      this box is checked, the Interest Rate on this Note 

      shall
      be ________%.
	 	
      _____
      of each ____________________ and _________ commencing _________ (subject
      to adjustment as provided herein).

       

	
       o FLOATING
      RATE NOTE

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

      shall
      be _______%
	 	
       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, 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:                                                          


Authorized
Officer

This
is one of the Securities of the series designated therein referred  

to
in the within mentioned Indenture.                                         
Attest:                                                                         


	
      THE
      BANK OF NEW YORK, as Trustee  
	
                                                      ____________________________________________________________________




Secretary

By:                                  

 
Authorized
Signatory         
 [CORPORATE
SEAL]



                                        








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, 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 such
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 may 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 heading "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 to the first
Interest Reset Date will be the Initial Interest Rate shown on the face hereof.






 


1




    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 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 the City of 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 (i) LIBOR Reuters, the interest
rate for any Interest Determination Date shall equal the average as calculated
by the Calculation Agent of the offered rates for deposits in the Designated
LIBOR Currency (as defined below) having the Index Maturity specified on the
face hereof, beginning on the second Business Day immediately following such
Interest Determination Date, which appear on the Designated LIBOR Page (as
defined below) as of 11:00 a.m., London time, on such Interest Determination
Date, if at least two such offered rates appear on the Designated LIBOR Page,




2




  

or (ii)
LIBOR Telerate, 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 the
Designated LIBOR Page as of 11:00 a.m., London Time, on such Interest
Determination Date or (iii) if fewer than two such offered rates shall appear,
or if no rate appears, as applicable, LIBOR in respect of such Interest
Determination Date will be determined pursuant to the following paragraph, in
any of such 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. 

 

      With
respect to an Interest Determination Date on which fewer than two offered rates
appear on the Designated LIBOR Page, or on which no rate appears on the
Designated LIBOR Page, as applicable, 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 selected by the Calculation Agent (after
consultation with the Company) to prime banks in the London interbank market
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 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.




“Designated
LIBOR Page” means either (a) if “LIBOR Reuters” is designated on the face
hereof, the display on the Reuters Monitor Money Rates Service on the page
designated on the face hereof (or such other page as may replace such designated
page on that service for the purpose of displaying London interbank offered
rates of major banks for the related Designated LIBOR Currency) for the purpose
of displaying the London interbank rates of major banks for the applicable
Designated LIBOR Currency, or (b) if “LIBOR Telerate” is designated on the face
hereof, the display on the Dow Jones Telerate Service on the page designated on
the face hereof (or such other page as may replace such designated page on that
service or such other service or services as may be nominated by the British
Bankers Association for the purpose of displaying London interbank offered rates
for the related Designated LIBOR Currency) for the purpose of displaying the
London interbank rates of major banks for the applicable Designated LIBOR
Currency.




“Principal
Financial Center” means the capital city of the country that issues as its legal
tender the Designated LIBOR Currency of such Note, 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 Bridge
Telerate, Inc. (or any successor service) on page 56 or 57 (or any other page as
may replace page 56 or 57) under the heading "INVESTMENT YIELD" 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 fewer than three 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.




 



3









 


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.




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 the Holders of a majority in aggregate principal
amount of the Outstanding Securities on behalf of the Holders of all the
Securities of such series to waive compliance 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.





 


4













_________________________________




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.
















5