SOUTH CAROLINA ELECTRIC & GAS COMPANY

                                       TO

                            THE CHASE MANHATTAN BANK,


                                     Trustee

                         ______________________________


                       FIFTY-THIRD SUPPLEMENTAL INDENTURE

           (SUPPLEMENTAL TO INDENTURE OF SOUTH CAROLINA POWER COMPANY

                          DATED AS OF JANUARY 1, 1945)

                                  PROVIDING FOR

                       FIRST AND REFUNDING MORTGAGE BONDS,

                         0% SERIES DUE DECEMBER 31, 2098

          ISSUED BY SOUTH CAROLINA ELECTRIC & GAS COMPANY, AS SUCCESSOR
                                   CORPORATION

                         TO SOUTH CAROLINA POWER COMPANY


                             Dated as of May 1, 1999

     THE INDENTURE OF SOUTH CAROLINA  ELECTRIC & GAS COMPANY TO CENTRAL  HANOVER
BANK AND TRUST  COMPANY,  PREDECESSOR  TRUSTEE TO THE CHASE  MANHATTAN  BANK, AS
TRUSTEE,  DATED AS OF JANUARY  1, 1945 (THE  "INDENTURE"),  RECORDED  IN THE RMC
OFFICE OF THIS COUNTY AS DESCRIBED ON EXHIBIT A HERETO,  AS  HERETOFORE  AMENDED
AND   SUPPLEMENTED   AND  AS  AMENDED  AND   SUPPLEMENTED  BY  THIS  FIFTY-THIRD
SUPPLEMENTAL  INDENTURE THERETO IS SUBJECT TO, AND IS INTENDED TO TAKE ADVANTAGE
OF, THE PROVISIONS OF SECTIONS  29-1-10 AND 29-3-80,  S. C. CODE OF LAWS (1976),
AS AMENDED.  THE LIEN OF THE INDENTURE,  AS SUPPLEMENTED OR AMENDED FROM TIME TO
TIME, SHALL CONTINUE UNTIL SATISFIED OR RELEASED OF RECORD REGARDLESS OF WHETHER
OR NOT SUCH  INDENTURE  STATES A  MATURITY  DATE.  FURTHER,  AS SET FORTH IN THE
INDENTURE, THE LIEN AFFECTS AFTER-ACQUIRED PROPERTY.

           (The Chase Manhattan Bank, formerly known as Chemical Bank)

         45

<PAGE>

     THIS FIFTY-THIRD SUPPLEMENTAL INDENTURE,  dated as of May 1, 1999, made and
entered into by and between SOUTH CAROLINA ELECTRIC & GAS COMPANY, a corporation
organized and existing under the laws of the State of South  Carolina,  with its
principal place of business in Columbia,  Richland  County,  South Carolina (the
"Company"),  party of the first part, and THE CHASE MANHATTAN BANK (successor to
Central  Hanover Bank and Trust Company),  a corporation  organized and existing
under  the laws of the  State of New  York,  with its  principal  office  in the
Borough of Manhattan, The City of New York (the "Trustee"), as Trustee under the
Indenture  dated as of January 1,  1945 between the South Carolina Power Company
(the "Power  Company") and Central  Hanover Bank and Trust Company,  as Trustee,
party of the second part;

     Whereas, the Power Company heretofore executed and delivered to the Trustee
an  Indenture  dated  as of  January  1,  1945  (the  "Original  Indenture"),  a
Supplemental Indenture thereto dated as of May 1, 1946, a Supplemental Indenture
thereto dated as of May 1, 1947 and a Third Supplemental Indenture thereto dated
as of July 1, 1949; and

     Whereas,  the Company  heretofore  executed and  delivered to the Trustee a
Fourth Supplemental  Indenture,  dated as of April 1, 1950, wherein, among other
things,  (i) the Company  assumed the due and punctual  payment of the principal
of, premium,  if any, and interest on all bonds theretofore  authenticated under
the Original  Indenture as theretofore  supplemented,  according to their tenor,
and the due and punctual  performance  of all of the covenants and agreements of
the Original  Indenture,  as  theretofore  supplemented,  required to be kept or
performed by the Power Company and (ii) the Company  conveyed,  transferred  and
mortgaged to the Trustee and subjected to the lien of the Original  Indenture as
theretofore supplemented,  as supplemented by the Fourth Supplemental Indenture,
and  as it  might  thereafter  be  supplemented,  all  property  then  owned  or
thereafter to be acquired by the Company, except property of a character similar
to that excluded from the lien of the Original Indenture; and

     Whereas,  upon the  execution  and  delivery  of said  Fourth  Supplemental
Indenture,  dated as of April 1,  1950,  the  Company  succeeded  to and  became
substituted for the Power Company as Successor  Corporation to the Power Company
under the  Original  Indenture,  as  contemplated  by Article XV of the Original
Indenture; and

     Whereas,  the  Company,  as  such  Successor  Corporation,  has  heretofore
executed and delivered to the Trustee the following supplemental indentures:

          DESIGNATION                                  DATED AS OF

Fifth Supplemental Indenture..........................December 1, 1950
Sixth Supplemental Indenture..............................July 1, 1951
Seventh Supplemental Indenture............................June 1, 1953
Eighth Supplemental Indenture.............................June 1, 1955
Ninth Supplemental Indenture..........................November 1, 1957
Tenth Supplemental Indenture.........................September 1, 1958
Eleventh Supplemental Indenture......................September 1, 1960
Twelfth Supplemental Indenture............................June 1, 1961
Thirteenth Supplemental Indenture.....................December 1, 1965
Fourteenth Supplemental Indenture.........................June 1, 1966
Fifteenth Supplemental Indenture..........................June 1, 1967
Sixteenth Supplemental Indenture.....................September 1, 1968
Seventeenth Supplemental Indenture........................June 1, 1969
Eighteenth Supplemental Indenture.....................December 1, 1969
Nineteenth Supplemental Indenture.........................June 1, 1970

46

<PAGE>

Twentieth Supplemental Indenture.........................March 1, 1971
Twenty-first Supplemental Indenture....................January 1, 1972
Twenty-second Supplemental Indenture......................July 1, 1974
Twenty-third Supplemental Indenture........................May 1, 1975
Twenty-fourth Supplemental Indenture......................July 1, 1975
Twenty-fifth Supplemental Indenture...................February 1, 1976
Twenty-sixth Supplemental Indenture...................December 1, 1976
Twenty-seventh Supplemental Indenture....................March 1, 1977
Twenty-eighth Supplemental Indenture.......................May 1, 1977
Twenty-ninth Supplemental Indenture...................February 1, 1978
Thirtieth Supplemental Indenture..........................June 1, 1978
Thirty-first Supplemental Indenture......................April 1, 1979
Thirty-second Supplemental Indenture......................June 1, 1979
Thirty-third Supplemental Indenture......................April 1, 1980
Thirty-fourth Supplemental Indenture......................June 1, 1980
Thirty-fifth Supplemental Indenture...................December 1, 1980
Thirty-sixth Supplemental Indenture......................April 1, 1981
Thirty-seventh Supplemental Indenture.....................June 1, 1981
Thirty-eighth Supplemental Indenture.....................March 1, 1982
Thirty-ninth Supplemental Indenture.....................April 15, 1982
Fortieth Supplemental Indenture............................May 1, 1982
Forty-first Supplemental Indenture....................December 1, 1984
Forty-second Supplemental Indenture...................December 1, 1985
Forty-third Supplemental Indenture........................June 1, 1986
Forty-fourth Supplemental Indenture...................February 1, 1987
Forty-fifth Supplemental Indenture...................September 1, 1987
Forty-sixth Supplemental Indenture.....................January 1, 1989
Forty-seventh Supplemental Indenture...................January 1, 1991
Forty-eighth Supplemental Indenture...................February 1, 1991
Forty-ninth Supplemental Indenture.......................July 15, 1991
Fiftieth Supplemental Indenture........................August 15, 1991
Fifty-first Supplemental Indenture.......................April 1, 1993
Fifty-second Supplemental Indenture.......................July 1, 1993

     all  supplemental  to  the  Original  Indenture;  the  Original  Indenture,
together with all  instruments  stated to be  supplemental  thereto to which the
Trustee  has  heretofore  been or  shall  hereafter  be a party,  including  the
aforesaid  supplemental  indentures and this Fifty-third  Supplemental Indenture
(herein sometimes  referred to as "this Supplemental  Indenture"),  being herein
sometimes referred to collectively as the "Mortgage"; and

     Whereas, the Company, as such Successor  Corporation,  has executed certain
mortgages,  specifically subjecting to the lien of the Mortgage certain property
purchased,  constructed  or  otherwise  acquired  by the Company  subsequent  to
January 1, 1965; and

     Whereas,  there have been issued under the Original Indenture as heretofore
supplemented,  the following  series of First and Refunding  Mortgage  Bonds, of
which the  following  principal  amounts  were  outstanding  at the date of this
Supplemental Indenture:

47

<PAGE>

                                                  PRINCIPAL         PRINCIPAL
                                                  AMOUNT             AMOUNT
                    SERIES                         ISSUED          OUTSTANDING

3% Series due 1975
"Bonds of the First Series"....................   $ 8,000,000        None
3% Series due 1977
"Bonds of the Second Series"...................     4,000,000        None
3 1/8% Series due 1979
"Bonds of the Third Series"....................     4,000,000        None
3% Series due 1980
"Bonds of the Fourth Series"...................    72,445,000        None
3% Series A due 1980
"Bonds of the Fifth Series"....................     4,000,000        None
3 3/4% Series due 1981
"Bonds of the Sixth Series"....................     6,000,000        None
4 1/8% Series due 1983
"Bonds of the Seventh Series"..................     4,000,000        None
3 1/2% Series due 1985
"Bonds of the Eighth Series"...................     5,000,000        None
5 1/2% Series due 1987
"Bonds of the Ninth Series"....................    10,000,000        None
4 7/8% Series due 1988
"Bonds of the Tenth Series"....................    10,000,000        None
5% Series due 1990
"Bonds of the Eleventh Series".................    10,000,000        None
5% Series due June 1, 1991
"Bonds of the Twelfth Series"..................     8,000,000        None
4 7/8% Series due 1995
"Bonds of the Thirteenth Series"...............    16,000,000        None
5.45% Series due 1996
"Bonds of the Fourteenth Series"...............    15,000,000        None
6% Series due June 1, 1997
"Bonds of the Fifteenth Series"................    15,000,000        None
6 1/2% Series due September 1, 1998
"Bonds of the Sixteenth Series"................   112,064,000        None
8% Series due June 1 1999
"Bonds of the Seventeenth Series"..............    35,000,000        None
9 1/8% Series due December 1, 1999
"Bonds of the Eighteenth Series"...............    15,000,000        None
9 7/8% Series due June 1, 2000
"Bonds of the Nineteenth Series"...............    30,000,000        None
8% Series due March 1, 2001
"Bonds of the Twentieth Series"................    35,000,000        None

48


<PAGE>

                                                                       PRINCIPAL
                                                     AMOUNT             AMOUNT
             SERIES                                   ISSUED         OUTSTANDING

7 1/4% series due January 1, 2002
"Bonds of the Twenty-first Series".................. $30,000,000            None
10 1/2% Series due July 1, 1979
"Bonds of the Twenty-second Series".................  35,000,000            None
10 1/2% Series due May 1, 1990
"Bonds of the Twenty-third Series"..................  15,000,000            None
9 3/8% Series due July 1, 1984
"Bonds of the Twenty-fourth Series".................  25,000,000            None
9 1/8% Series due February 1, 2006
"Bonds of the Twenty-fifth Series"..................   50,000,000           None
8.40% Series due December 1, 2006
"Bonds of the Twenty-sixth Series"..................   50,000,000           None
8 3/8% Series due March 1, 2007
"Bonds of the Twenty-seventh Series"................   30,000,000           None
7% Series due May 1, 1982
"Bonds of the Twenty-eighth Series".................   50,000,000           None
8.90% Series due February 1, 2008
"Bonds of the Twenty-ninth Series"..................   30,000,000           None
8.45% Series due June 1, 1981
"Bonds of the Thirtieth Series".....................   40,000,000           None
10 1/8% Series due April 1, 2009
"Bonds of the Thirty-first Series"..................   35,000,000           None
9 7/8% Series due June 1, 2009
"Bonds of the Thirty-second Series" ................   50,000,000           None
14 1/2% Series due 1983-1987
"Bonds of the Thirty-third Series"..................   80,000,000           None
12.15% Series due June 1, 2010
"Bonds of the Thirty-fourth Series".................   50,000,000           None
14 1/2% Series due April 1, 1982
"Bonds of the Thirty-fifth Series"..................   15,000,000           None
14 3/8% Series due October 1, 1986
"Bonds of the Thirty-sixth Series"..................   15,000,000           None
16% Series due June 1, 2011
"Bonds of the Thirty-seventh Series"................   70,000,000           None
14 1/2% Series due April 1,1984
"Bonds of the Thirty-eighth Series".................   15,000,000           None
15 1/2% Series due April 15, 1989
"Bonds of the Thirty-ninth Series"..................   60,000,000           None
15 5/8% Series due May 1, 1987
"Bonds of the Fortieth Series"......................   25,000,000           None
15% Series due September 1, 2014
"Bonds of the Forty-first Series"...................   57,000,000   $ 56,820,000

49

<PAGE>

                                                                    
                                                                      PRINCIPAL
             SERIES                                     ISSUED      OUTSTANDING

15% Series A due September 1, 2014
"Bonds of the Forty-second Series"..............  $   5,500,000    $   5,210,000
15% Series B due September 1, 2014
"Bonds of the Forty-third Series"...............      1,100,000        1,090,000
8 3/4% Series due February 1, 2017
"Bonds of the Forty-fourth Series"..............    100,000,000             None
15% Series C due September 1 2014
"Bonds of the Forty-fifth Series"...............      4,365,000        4,365,000
20% Series due February 1, 1991
"Bonds of the Forty-sixth Series"...............     75,000,000             None
20% Series due January 14, 1991
"Bonds of the Forty-seventh Series".............     70,000,000             None
20% Series due February 4, 1992
"Bonds of the Forty-eighth Series"..............     75,000,000             None
9% Series due July 15, 2006
"Bonds of the Forty-ninth Series"...............    145,000,000      130,771,000
8 7/8% Series due August 15, 2021
"Bonds of the Fiftieth Series"..................    155,000,000      113,450,000
Series A due December 1, 2093
"Bonds of the Fifty-first Series"...............    375,000,000      375,000,000
Series B due December 1, 2093
"Bonds of the Fifty-second Series"..............    740,035,000      425,000,000

; and

     Whereas,  it is provided in Section 2.01 of the Original Indenture that the
aggregate  principal  amount of bonds which may be secured by the Mortgage shall
be such aggregate principal amount as may from time to time be authenticated and
delivered  under  the  provisions  thereof,  provided,  however,  that  until an
indenture or indentures  supplemental thereto shall be executed and delivered by
the Company to the Trustee  pursuant to  authorization by the Board of Directors
and filed for record in all counties in which the mortgaged and pledged property
is located,  increasing  or decreasing  the amount of future  advances and other
indebtedness  and sums which may be secured  thereby,  the  Mortgage  may secure
future advances and other  indebtedness  and sums not to exceed in the aggregate
$50,000,000; and

     Whereas,  Section  1.01  of  the  aforesaid  Sixth  Supplemental  Indenture
increased  the aggregate  principal  amount of bonds which may be secured by the
Mortgage,  including  future  advances  and other  indebtedness  and sums,  from
$50,000,000 to $100,000,000; and

     Whereas,  Section  1.01 of the  aforesaid  Twelfth  Supplemental  Indenture
increased  the aggregate  principal  amount of bonds which may be secured by the
Mortgage,  including  future  advances  and other  indebtedness  and sums,  from
$100,000,000 to $200,000,000; and

     Whereas,  Section 2.01 of the aforesaid Seventeenth  Supplemental Indenture
increased  the aggregate  principal  amount of bonds which may be secured by the
Mortgage,  including  future  advances  and other  indebtedness  and sums,  from
$200,000,000 to $300,000,000; and

      50

<PAGE>

     Whereas, Section 2.01 of the aforesaid Twenty-first  Supplemental Indenture
increased the aggregate  principal amount of bonds Whereas,  Section 2.01 of the
aforesaid Twenty-first  Supplemental Indenture increased the aggregate principal
amount of bonds which may be secured by the Mortgage,  including future advances
and other indebtedness and sums, from $300,000,000 to $500,000,000; and

     Whereas,  Section  2.01  of  the  aforesaid   Twenty-seventh   Supplemental
Indenture increased the aggregate principal amount of bonds which may be secured
by the Mortgage, including future advances and other indebtedness and sums, from
$500,000,000 to $1,000,000,000; and

     Whereas,  Section 1.04 of the aforesaid Forty-ninth  Supplemental Indenture
increased  the aggregate  principal  amount of bonds which may be secured by the
Mortgage,  including  future  advances  and other  indebtedness  and sums,  from
$1,000,000,000 to $1,500,000,000; and

     Whereas, the Company, as Successor Corporation as aforesaid, by appropriate
corporate  action  taken  by its  Board  of  Directors  in  accordance  with the
provisions  of said Section 2.01 of the Original  Indenture,  has  determined to
increase  the  aggregate  principal  amount of bonds which may be secured by the
Mortgage,  including  future  advances  and other  indebtedness  and sums,  from
$1,500,000,000  to  $5,000,000,000  and has duly  authorized  the  execution and
delivery to the Trustee of this  Fifty-third  Supplemental  Indenture  to effect
such increase; and

     Whereas,  it is provided in Section 2.01 of the  Twenty-third  Supplemental
Indenture  that Article XVII of the Original  Indenture  shall be amended as set
forth therein at such time after the required  consents,  if any, of the holders
of bonds of other series shall have been given as therein provided; and

     Whereas,  it is  further  provided  in  Section  2.01  of the  Twenty-third
Supplemental  Indenture  that the  amendments  to Article  XVII of the  Original
Indenture  set forth  therein  shall,  subject to the  Company  and the  Trustee
entering into an indenture or indentures  supplemental to the Original Indenture
for the  purpose of so amending  said  Article  XVII,  become  effective  at the
earlier  of (a)  such  date  as no  bonds  created  prior  to the  bonds  of the
Twenty-third  Series shall remain outstanding or (b) such date as the holders of
all series  created  prior to the bonds of the  Twenty-third  Series  shall have
consented thereto; and

     Whereas,  no bonds  created prior to the bonds of the  Twenty-third  Series
remain outstanding on the date of this Supplemental Indenture and the holders of
all  bonds of other  series  thereafter  issued  and now  outstanding  under the
Original Indenture have consented to the aforesaid amendments to Article XVII of
the Original Indenture; and

     Whereas, the Company, as Successor Corporation as aforesaid, by appropriate
corporate  action  taken  by its  Board  of  Directors  in  accordance  with the
provisions  of the  Original  Indenture  as  heretofore  supplemented,  has duly
authorized  the  execution  and  delivery  to the  Trustee  of this  Fifty-third
Supplemental Indenture to effect such amendments to said Article XVII; and

     Whereas, the Company, as Successor Corporation as aforesaid, by appropriate
corporate action in conformity with the terms of the Original Indenture has duly
determined  to create a series  of bonds  under the  Original  Indenture,  to be
issued under the name of the Company,  to be  designated as "First and Refunding
Mortgage Bonds, 0% Series due December 31, 2098" (hereinafter sometimes referred
to as the "bonds of the Fifty-third Series"); and

51


<PAGE>

     Whereas, all acts and things necessary to make the bonds of the Fifty-third
Series,  when  authenticated  by the  Trustee  and  issued  as in  the  Original
Indenture  and herein  provided,  valid,  binding and legal  obligations  of the
Company and to constitute the Original Indenture as heretofore  supplemented and
this  Supplemental  Indenture  valid,  binding  and  legal  instruments  for the
security thereof,  have been done and performed,  and the execution and delivery
of this  Supplemental  Indenture,  and the creation,  execution and issue of the
bonds of the Fifty-third  Series subject to the Original Indenture as heretofore
and hereby supplemented, have in all respects been duly authorized;

     Now,  therefore,  in consideration of the premises and of the acceptance by
the holders  thereof of bonds of the  Fifty-third  Series,  and to set forth the
form  and  substance  of the  bonds of the  Fifty-third  Series  and the  terms,
provisions and conditions thereof, the Company does hereby covenant and agree to
and with the Trustee and its  successor or successors in trust and its and their
assigns  forever  for the  benefit  of those  who  shall  hold the  bonds of the
Fifty-third Series, as follows:
                                   ARTICLE ONE

                   BONDS OF THE FIFTY-THIRD SERIES AND CERTAIN
                           PROVISIONS RELATING THERETO

     Section  1.01.  A. Creation of bonds of the  Fifty-third  Series.  There is
hereby created a series of bonds designated First and Refunding  Mortgage Bonds,
0% Series due December 31, 2098. Such bonds of the  Fifty-third  Series shall be
issued by the  Company in its name,  shall be  unlimited  in  principal  amount,
subject to the  limitation on the maximum  aggregate  principal  amount of bonds
permitted to be secured by the Mortgage pursuant to Section 2.01 of the Original
Indenture and Section 1.04 of this Supplemental Indenture  ($5,000,000,000 as of
the date  hereof),  as the same may  hereafter  be  increased  or  decreased  by
amendment  or  supplement  to the  Mortgage,  shall mature on December 31, 2098,
unless  previously  redeemed  pursuant to the  provisions  hereof,  and shall be
issuable  only in fully  registered  form without  coupons in  denominations  of
$1,000 and any multiple thereof.  The serial numbers of bonds of the Fifty-third
Series  shall be such as may be  approved  by any  officer of the  Company,  the
execution  thereof  by any  such  officer  to be  conclusive  evidence  of  such
approval. Bonds of the Fifty-third Series shall not bear interest. The principal
of said bonds shall be payable in any coin or  currency of the United  States of
America  which at the time of  payment is legal  tender  for public and  private
debts, at the corporate  trust offices of the Trustee.  Bonds of the Fifty-third
Series shall be dated as of their date of authentication,  and shall be executed
on behalf of the  Company by its  President  or a Vice  President  by his manual
signature or a facsimile thereof.

     Bonds of the Fifty-third  Series may be transferred at the principal office
of the Trustee in the Borough of Manhattan, the City of New York.

     B. Form of bonds of the  Fifty-third  Series.  The bonds of the Fifty-third
Series and the Trustee's authentication certificate to be executed on all of the
bonds of the Fifty-third  Series shall be  substantially in the following forms,
respectively:

52

<PAGE>


                    (Form of Bond of the Fifty-third Series)

                      SOUTH CAROLINA ELECTRIC & GAS COMPANY

                       First and Refunding Mortgage Bond,
                         0% Series due December 31, 2098

             No.                                                         $

     South  Carolina  Electric  & Gas  Company,  a  South  Carolina  corporation
(hereinafter called the "Company"),  for value received,  hereby promises to pay
to _______________ or registered assigns, the principal sum of _________________
Dollars on  December  31,  2098,  unless  previously  redeemed  pursuant  to the
provisions hereof, without interest. The principal of this bond shall be payable
at the office or agency of the Company in the Borough of Manhattan,  The City of
New York,  designated  for such  purpose,  in any coin or currency of the United
States of America  which at the time of  payment is legal  tender for public and
private debts.

     This bond is one of the  bonds  issued  and to be issued  from time to time
under and in accordance with and all secured by an indenture of mortgage or deed
of trust dated as of January 1, 1945 (the "Original Indenture"),  and indentures
supplemental  thereto,  given by South Carolina Power Company to Central Hanover
Bank and Trust Company (now The Chase Manhattan Bank and  hereinafter  sometimes
referred to as the "Trustee"),  as trustee, and indentures  supplemental thereto
dated as of April 1, 1950,  as of  December 1, 1950,  as of July 1, 1951,  as of
June 1, 1953,  as of June 1, 1955,  as of November 1, 1957,  as of  September 1,
1958, as of September 1, 1960, as of June 1, 1961, as of December 1, 1965, as of
June 1,  1966,  as of June 1, 1967, as of September 1, 1968, as of June 1, 1969,
as of December 1,1969, as of June 1, 1970, as of March 1, 1971, as of January 1,
1972,  as of July 1, 1974, as of May 1, 1975, as of July 1, 1975, as of February
1, 1976,  as of December 1, 1976,  as of March 1, 1977, as of May 1, 1977, as of
February 1, 1978,  as of June 1, 1978,  as of April 1, 1979, as of June 1, 1979,
as of April 1, 1980,  as of June 1, 1980, as of December 1, 1980, as of April 1,
1981,  as of June 1, 1981,  as of March 1, 1982, as of April 15, 1982, as of May
1, 1982,  as of December 1, 1984, as of December 1, 1985, as of June 1, 1986, as
of February  1, 1987,  as of  September  1, 1987,  as of January 1, 1989,  as of
January 1, 1991,  as of February 1, 1991,  as of July 15, 1991, as of August 15,
1991,  as of  April  1,  1993,  as of  July  1,  1993,  and as of  May 1,  1999,
respectively,  given by the Company to said Trustee, to which Original Indenture
and all indentures supplemental thereto (hereinafter referred to collectively as
the  "Indenture")  reference  is hereby made for a  description  of the property
mortgaged  and  pledged,  the nature and extent of the  security and the rights,
duties and immunities thereunder of the Trustee and the rights of the holders of
said bonds and of the Trustee  and of the  Company in respect of such  security,
and the limitations on such rights. By the terms of the Indenture,  the bonds to
be secured  thereby are  issuable in series  which may vary as to date,  amount,
date of  maturity,  rate of interest and in other  respects as in the  Indenture
provided.  By the terms of the  aforesaid  supplemental  indenture,  dated as of
April 1, 1950,  the Company,  among other  things,  assumed the due and punctual
payment of the principal of,  premium,  if any, and interest on all of the bonds
of South Carolina Power Company then outstanding  under the aforesaid  indenture
of mortgage  or deed of trust,  dated as of January 1, 1945,  of South  Carolina
Power Company, as theretofore supplemented, and, except as therein provided, the
due and  punctual  performance  of all the  covenants  and  agreements  of South
Carolina Power Company  contained in said indenture of mortgage or deed of trust
as so supplemented.

53


<PAGE>

     Bonds of this series are  issuable  only in fully  registered  form without
coupons in  denominations of $1,000 and any multiple  thereof.  This bond may be
exchanged  by the  registered  holder  hereof,  in  person or by  attorney  duly
authorized, at the principal office of the Trustee, in the Borough of Manhattan,
City of New York, for a like aggregate  principal amount of bonds of this series
of any other authorized  denomination or  denominations,  but only in the manner
and subject to the conditions  prescribed in the  Indenture,  upon the surrender
and cancellation of this bond and the payment of any taxes or other governmental
charges payable upon such exchange.

     Upon the  giving of notice  of  redemption,  by first  class  mail  postage
prepaid,  not less than thirty nor more than  forty-five  days prior to the date
fixed for  redemption  to each  registered  holder of a bond to be redeemed,  in
whole or in part,  at the last address of such holder  appearing on the registry
books, any or all of the bonds of this series may be redeemed by the Company, at
its option, or by operation of various provisions of the Indenture,  at any time
and from time to time, upon payment of the principal amount thereof.

     In case of certain defaults as specified in the Indenture, the principal of
this bond may be declared or may become due and  payable on the  conditions,  at
the time, in the manner and with the effect provided in the Indenture.

     No recourse shall be had for the payment of the principal of or premium, if
any, or interest on this bond,  or for any claim based  hereon,  or otherwise in
respect hereof or of the Indenture, to or against any incorporator, stockholder,
director or officer, past, present or future, as such, of the Company, or of any
predecessor or successor  company,  either  directly or through the Company,  or
such predecessor or successor company,  or otherwise,  under any constitution or
statute or rule of law, or by the  enforcement of any assessment or penalty,  or
otherwise,  all such  liability of  incorporators,  stockholders,  directors and
officers,  as such,  being waived and released by the holder and owner hereof by
the acceptance of this bond and being likewise  waived and released by the terms
of the Indenture.

     Subject to the restrictions noted hereon,  this bond is transferable by the
registered  holder  hereof,  in person or by attorney  duly  authorized,  at the
principal  office of the Trustee,  in the Borough of Manhattan,  the City of New
York,  but only in the manner and subject to the  conditions  prescribed  in the
Indenture,  upon the surrender and  cancellation of this bond and the payment of
any taxes or other governmental charges payable upon such transfer, and upon any
such transfer a new bond or bonds of the same series and for the same  aggregate
principal amount, in authorized denominations,  will be issued to the transferee
in exchange  herefor.  The Company and the Trustee may deem and treat the person
in whose name this bond is registered  as the absolute  owner for the purpose of
receiving payment and for all other purposes.

     This bond shall not be valid or become  obligatory  for any purpose  unless
and until it shall have been  authenticated  by the  execution by the Trustee or
its successor in trust under the Indenture of the certificate endorsed hereon.

53


<PAGE>



     IN WITNESS WHEREOF,  South Carolina  Electric & Gas Company has caused this
bond to be executed in its name by its President or one of its Vice  Presidents,
by his manual  signature or a facsimile  thereof,  and its  corporate  seal or a
facsimile  thereof to be affixed hereto or imprinted  hereon and attested by its
Secretary or one of its Assistant Secretaries.

Dated................................................


                        SOUTH CAROLINA ELECTRIC & GAS COMPANY,

                              By
                              President or Vice President


Attest:

 .....................................................
            Secretary or Assistant Secretary



                 (FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
                      TRUSTEE'S AUTHENTICATION CERTIFICATE

        This bond is one of the bonds, of the series designated therein,
                  described in the within-mentioned Indenture.


                                                      as Trustee,

                                       By
                                                 Authorized Officer


     Section  1.02.  Redemption  Provisions.  Any or all  of  the  bonds  of the
Fifty-third  Series shall be  redeemable,  at the option of the  Company,  or by
operation of various provisions of the Original Indenture,  at any time and from
time to time,  prior to maturity,  upon the giving of notice of  redemption,  by
first class mail postage prepaid,  not less than thirty nor more than forty-five
days prior to the date fixed for redemption to each registered  holder of a bond
of the  Fifty-third  Series  to be  redeemed  in whole  or in part,  at the last
address of such holder  appearing  on the  registry  books,  upon payment of the
principal amount thereof.

     Section 1.03.  Sinking Fund.  The  respective  portions of the sinking fund
requirement  for any year which are measured by bonds of the  Fifteenth  through
Twenty-second  Series,  bonds of the Twenty-fourth  through Thirty-first Series,
bonds of the Thirty-third Series,  bonds of the Thirty-seventh  Series, bonds of
the  Thirty-ninth  Series,  bonds  of  the  Forty-first  Series,  bonds  of  the
Forty-second  Series, bonds of the Forty-fourth Series, bonds of the Forty-sixth
Series,  bonds of the Fiftieth Series, bonds of the Fifty-first Series, bonds of
the Fifty-second  Series and bonds of the Fifty-third  Series or by bonds of any
other series the holders of which shall have consented  thereto may be satisfied
by certifying to the 

54

<PAGE>

     Trustee  unfunded net property  additions in an amount equal to 166-2/3% of
such portion of such sinking fund requirement;  provided, further, however, that
no unfunded net property  additions  shall be used to satisfy any portion of any
sinking fund  requirement  unless there shall be delivered to the Trustee,  with
such   certification,   the  applicable   certificates,   opinions  of  counsel,
instruments and cash, if any, required by paragraphs (3), (4), (5), (7), (9) and
(10) of Section  4.01 of the  Original  Indenture  showing  that the Company has
unfunded net property additions equal to the amounts so certified.

     Section 1.04.  Increase in amount of  indebtedness  which may be secured by
the Mortgage.  The aggregate  principal  amount of bonds which may be secured by
the Mortgage,  including  future  advances and other  indebtedness  and sums, is
increased  from  $1,500,000,000  as  specified  in Section  2.01 of the Original
Indenture,  as amended by Section 1.01 of the Sixth Supplemental Indenture dated
as of July 1, 1951, by Section 1.01 of the Twelfth Supplemental  Indenture dated
as of June 1, 1961, by Section 2.01 of the Twenty-first  Supplemental  Indenture
dated as of January 1, 1972, by Section 2.01 of the Twenty-seventh  Supplemental
Indenture  dated as of March 1,  1977,  and by Section  1.04 of the  Forty-ninth
Supplemental Indenture dated as of July 15, 1991, to $5,000,000,000.

     Section 1.05.  Waiver of certain  rights in respect of property  additions.
The Company  covenants  and agrees that the  provisions  of Section  3.01 of the
Fourth Supplemental  Indenture,  dated as of April 1, 1950, shall remain in full
force  and  effect  so long as any  bonds  of the  Fifty-third  Series  shall be
outstanding under the Mortgage.

     Section  1.06.  Certain  restriction  on  sale  of  property.  The  Company
covenants and agrees that so long as any bonds of the  Fifty-third  Series shall
be outstanding  under the Mortgage it will not enter into any agreement with any
governmental or public body,  authority,  agency or licensee,  providing for the
sale by the Company to such  governmental or public body,  authority,  agency or
licensee of any part of the mortgaged and pledged  property for a  consideration
less than the current fair value of such  property at the time of payment to the
Company of such consideration.

     Section 1.07. Waiver of service charge for exchange or transfer of bonds of
the Fifty-third  Series.  Notwithstanding  the provisions of Section 2.05 of the
Original  Indenture,  the Company covenants and agrees that so long as any bonds
of the  Fifty-third  Series shall be outstanding  under the Mortgage it will not
impose any service charge for any new bond of the Fifty-third Series issued upon
any  exchange or transfer  thereof as  permitted by Section 2.06 of the Original
Indenture,  but the Company  shall be entitled to receive  funds  sufficient  to
reimburse it for any tax or taxes or other  governmental  charge  required to be
paid by the Company in relation thereto.

     Section 1.08 . Limitations on certain transfers of bonds of the Fifty-third
Series. In case less than all of the bonds of the Fifty-third Series at the time
outstanding  are called for  redemption,  the  Company  shall not be required to
transfer or  exchange  any bonds of the  Fifty-third  Series for a period of ten
days before the mailing of a notice of  redemption  of bonds of the  Fifty-third
Series  selected  for  redemption,  to  transfer  or  exchange  any  bond of the
Fifty-third  Series  called for  redemption  in its  entirety  or to transfer or
exchange any portion of a bond of the Fifty-third  Series which portion has been
called for redemption.


55

<PAGE>


                                  ARTICLE TWO

                              AMENDMENT OF MORTGAGE

     Section 2.01. Amendments described in Twenty-third  Supplemental  Indenture
and subsequent supplemental  indentures.  Article XVII of the Original Indenture
is hereby amended in the following respects:

     A. The introductory clause of Section 17.02, which presently reads "In each
and every case provided for in this Article," shall be amended so as to read "In
each and every case provided for in Section 17.01 above,".

     B. Section 17.02 shall be further  amended by the addition of the following
new  paragraph  immediately  after the existing  text, as amended by Paragraph A
above:

     "Any supplemental  indenture  authorized by the provisions of Section 17.01
above may be executed by the Company and the Trustee  without the consent of the
holders of any of the bonds at the time outstanding,  notwithstanding any of the
provisions of Section 17.03 hereof."

     C. There shall be  inserted  new  Sections  17.03,  17.04 and 17.05,  which
Sections shall read as follows:

     "Section  17.03.  With the consent  (evidenced as provided in Section 12.01
hereof) of the holders of not less than  sixty-six and two-thirds per centum (66
2/3%) in aggregate  principal amount of the bonds at the time outstanding  which
would be  affected  by the  action  proposed  to be  taken,  the  Company,  when
authorized by a resolution of its Board of Directors,  and the Trustee may, from
time to time and at any time, enter into an indenture or indentures supplemental
hereto for the purpose of adding any  provisions to or changing in any manner or
eliminating  any of the  provisions  of this  Indenture  or of any  supplemental
indenture  or of  modifying in any manner the rights of the holders of the bonds
and coupons;  provided,  however,  that anything in this Article to the contrary
notwithstanding  (a) the bondholders shall have no power (i) to extend the fixed
maturity  of any  bonds,  or reduce  the rate or extend  the time of  payment of
interest  thereon,  or reduce the  principal  amount  thereof,  or change in any
manner provisions  relating to the sinking fund or the redemption  provisions of
any series of bonds  outstanding  hereunder,  without the express consent of the
holder of each bond which would be so affected,  or (ii) to reduce the aforesaid
percentage  of bonds,  the holders of which are  required to consent to any such
supplemental  indenture,  without  the  consent  of the  holders  of  all  bonds
outstanding,  or (iii) to permit the  creation  by the  Company,  after the date
hereof,  of any mortgage or pledge or lien in the nature thereof,  ranking prior
to or equal with the lien of this Indenture on any of the mortgaged property, or
(iv) to deprive the holder of any bond outstanding hereunder of the lien of this
Indenture on any of the mortgaged property;  (b) no action hereinabove specified
which  would  affect the rights of the  holders of bonds of one or more but less
than all  series as  evidenced  by an opinion  of  counsel  may be taken  unless
approved by holders of not less than  sixty-six  and  two-thirds  per centum (66
2/3%) in  principal  amount  of  outstanding  bonds  of such one or more  series
affected,  but if any such action  would affect the bonds of two or more series,
the  approval  of such  action on behalf of the  holders of bonds of such two or
more series may be approved by holders of not less than sixty-six and two-thirds
per centum (66 2/3%) in aggregate  principal amount of outstanding bonds of such
two or more series, which approval need not include sixty-six and two-thirds per
centum  (66  2/3%) in  principal  amount  of  outstanding  bonds of each of such
series.


56

<PAGE>


     Upon the request of the Company,  accompanied  by a copy of a resolution of
its Board of Directors  certified by the Secretary or an Assistant  Secretary of
the Company  authorizing the execution of any such supplemental  indenture,  and
upon the filing  with the  Trustee of any  required  evidence  of the consent of
bondholders  as  aforesaid,  the  Trustee  shall  join with the  Company  in the
execution of such  supplemental  indenture  unless such  supplemental  indenture
affects the Trustee's own rights,  duties or immunities  under this Indenture or
otherwise,  in which case the  Trustee  may in its  discretion  but shall not be
obligated to enter into such supplemental indenture.

     It shall not be  necessary  for the consent of the  bondholders  under this
Section to approve the particular form of any proposed  supplemental  indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

     Promptly  after  the  execution  by the  Company  and  the  Trustee  of any
supplemental  indenture pursuant to the provisions of this Section,  the Company
shall  publish a notice,  setting  forth in general  terms the substance of such
supplemental   indenture,  at  least  once  in  a  daily  newspaper  of  general
circulation  in the Borough of Manhattan,  The City of New York.  Any failure of
the Company to publish such notice,  or any defect therein,  shall not, however,
in any way impair or affect the validity of any such supplemental indenture.

     "Section 17.04. Upon the execution of any supplemental  indenture  pursuant
to the provisions of this Article,  this Indenture  shall be and be deemed to be
modified and amended in accordance  therewith and the respective rights,  duties
and obligations under this Indenture of the Company, the Trustee and the holders
of bonds of all series  outstanding  thereunder  shall thereafter be determined,
exercised and enforced  hereunder subject in all respects to such  modifications
and  amendments,  and all the  terms  and  conditions  of any such  supplemental
indenture  shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     "Section 17.05.  Bonds  authenticated  and delivered after the execution of
any supplemental indenture pursuant to the provisions of this Article may bear a
notation in form  approved by the Trustee as to any matter  provided for in such
supplemental  indenture.  If the Company or the Trustee shall so determine,  new
bonds so modified as to conform,  in the opinion of the Trustee and the Board of
Directors of the Company, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Company, authenticated by the
Trustee and  delivered  without  cost to the holders of bonds then  outstanding,
upon  surrender  of such  bonds  and,  in the  case of  coupon  bonds,  with all
unmatured  coupons  and all matured  coupons  not fully  paid,  the new bonds so
issued to be of an aggregate  principal amount equal to the aggregate  principal
amount of those so surrendered."

     D. Section 17.03 shall be renumbered as Section 17.06.

     E. There shall be inserted a new Section 17.07, which Section shall read as
follows:

     "Section 17.07.  For all purposes of this  Indenture,  in any case in which
the  "sinking  fund  requirement"  for any year (as such term is used in Section
2.12 of the Original Indenture as modified by any supplemental indenture) shall,
because of the provisions of any  supplemental  indenture,  include an amount in
excess of one per centum (1%) of the aggregate  principal amount of bonds of any
series  authenticated and delivered by the Trustee pursuant to the provisions of
Articles  III, IV and VI of the  Original  Indenture  prior to January 1 of such
year, to the extent that

     (i) the principal amount of bonds of such series deposited with the Trustee
pursuant to said Section 2.12 in such year and/or the principal  amount of bonds
of such series purchased, paid or redeemed by the use of cash deposited pursuant
to said Section 2.12 in such year,

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<PAGE>

shall, as a result of the provisions of such supplemental indenture, exceed

     (ii) an amount  equal to one per  centum  (1%) of the  aggregate  principal
amount  of bonds of such  series  authenticated  and  delivered  by the  Trustee
pursuant to the provisions of Articles III, IV and VI of the Original  Indenture
prior to  January 1 of the year of such  deposit  of bonds  and/or  cash  (after
deducting  from  such  aggregate  principal  amount  of bonds of such  series so
authenticated, the principal amount of bonds of such series which, prior to such
January 1, have been  deposited with the Trustee for  cancellation  as the basis
for the release of property or for the withdrawal of cash representing  proceeds
of released property or have been purchased, redeemed or paid at maturity by the
use of proceeds of released property),

     from and after the time when all bonds of such series  shall have ceased to
be outstanding,  such excess  principal  amount of bonds of such series shall be
deemed not to have been cancelled or redeemed pursuant to the provisions of said
Section  2.12 of the  Original  Indenture,  but  shall be  deemed  to have  been
redeemed pursuant to Section 9.01 of the Original Indenture."

     Section 2.02.  Additional amendments requiring consent of requisite holders
of  outstanding  bonds.  The  holder  of  all of the  outstanding  bonds  of the
Fifty-first  and  Fifty-second   Series,  being  the  holder  of  82.0%  of  the
outstanding bonds under the Original  Indenture,  having consented thereto,  the
Original Indenture is further amended in the following respects:

     A. Clause (a) of Section 1.11 of the Original Indenture shall be amended to
read as follows:

     "(a)  ten-sevenths  (10\7ths) of the  aggregate  principal  amount of bonds
theretofore  authenticated and delivered upon the basis of unfunded net property
additions  or for the  authentication  and delivery of which upon such basis any
other application is then pending;"

     B. Section 7.07 of the Original  Indenture  (except the first  paragraph of
such Section) and all provisions and references  relating to Section 7.07 in the
Mortgage,  and clause (c) of Section  1.11 of the Original  Indenture,  shall be
deleted.

     C. The fraction set forth at the beginning of clause (b) of Section 1.11 of
the  Original  Mortgage  is  hereby  amended  from  "ten-sixths   (10/6ths)"  to
"ten-sevenths (10/7ths)".

     D. The first  paragraph of Section 4.01 and paragraph 3(b) of Section 10.03
of the Original  Mortgage  shall be amended by changing the  percentage  therein
from "sixty per centum (60%)" to "seventy per centum (70%)".

     E.  Section  1.03 of the  Original  Indenture  shall be  amended to read as
follows:

     "Section  1.03.  The  term  'net  earnings   certificate'   shall  mean  an
accountant's certificate stating:

     I. for a period of twelve  (12)  consecutive  calendar  months  within  the
eighteen (18) consecutive calendar months immediately  preceding the date of the
application  for the  authentication  and  delivery  of bonds  of which  the net
earnings  certificate is a part, the 'net earnings' of the Company,  which shall
be the amount stated in (7) below;

and specifying

58

<PAGE>


    (1) its gross operating revenues (which may include revenues of the Company
subject when collected to possible refund at a future date);

     (2) its operating expenses, including, without limitation, (A) expenses and
accruals for repairs and maintenance, (B) expenses for taxes (other than income,
profits  and other  taxes  measured  by,  or  dependent  on,  net  income),  (C)
assessments,  (D) rentals and (E)  insurance,  but excluding (W)  provisions for
reserves for renewals,  replacements,  depreciation,  depletion or retirement of
property (or any  expenditures  therefor),  or provisions  for  amortization  of
property,  (X) expenses or provisions  for interest on any  indebtedness  of the
Company,  for the  amortization  of debt discount,  premium,  expense or loss on
reacquired  debt, for any  maintenance and  replacement,  improvement or sinking
fund or other  device  for the  retirement  of any  indebtedness,  or for  other
amortization,  (Y) expenses or provisions for any non-recurring charge to income
of whatever kind or nature  (including  without  limitation  the  recognition of
expense due to the non-recoverability of investment), whether or not recorded as
an extraordinary item in the Company's books of account,  and (Z) provisions for
any refund of revenues subject to possible refund at a future date;

     (3) the amount  remaining  after deducting the amount required to be stated
in such  certificate  by clause (2) above from the amount  required to be stated
therein by clause (1) above;

     (4) its non-operating revenues, which amount may include any portion of the
allowance for funds used during construction (or any analogous amount);

     (5) the sum of the  amounts  required to be stated in such  certificate  by
clauses (3) and (4) above;

     (6) the amount,  if any, by which the amount  required to be stated in such
certificate  by clause (4) above  exceeds  twenty  per  centum  (20%) of the sum
required to be stated by clause (5) above; and

     (7) the  Company's  'net  earnings'  for  such  period  (being  the  amount
remaining after  deducting in such  certificate the amount required to be stated
by clause (6) above from the sum required to be stated by clause (5) above).

     II. (A) the interest  requirements for one year, at the respective interest
rates, if any, borne prior to maturity, upon;

     (i) all bonds  authenticated  hereunder and outstanding at the date of such
certificate, except any for the payment or redemption of which the bonds applied
for are to be issued;  provided,  however,  that,  if  outstanding  bonds of any
series bear interest at a variable rate or rates, then the interest  requirement
on the bonds of such series  shall be  determined  by  reference  to the rate or
rates in effect on the date next preceding the date of such certificate;

     (ii) all bonds  then  applied  for in pending  applications  for new bonds,
including the  application  in connection  with which such  certificate is made;
provided,  however,  that if  bonds  of any  series  are to bear  interest  at a
variable  rate or  rates,  then the  interest  requirement  on the bonds of such
series shall be  determined by reference to the rate or rates to be in effect at
the time of the initial authentication and delivery of such bonds; and

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<PAGE>
                 

     (iii) the principal amount of all other indebtedness  (except  indebtedness
for the payment of which the bonds applied for are to be issued and indebtedness
secured by a lien, prior to the lien of this Indenture, for the payment of which
money in the  necessary  amount shall have been  irrevocably  deposited in trust
with the trustee or other holder of such lien)  outstanding  on the date of such
certificate  and  secured by a lien prior to the lien of this  Indenture  on any
property  subject to the lien of this Indenture,  if such  indebtedness has been
issued,  assumed or guaranteed by the Company or if the Company customarily pays
the  interest on the  principal  thereof;  provided,  however,  that if any such
indebtedness  bears  interest  at a variable  rate or rates,  then the  interest
requirement on such indebtedness shall be determined by reference to the rate or
rates in effect on the date next preceding the date of such certificate.

     (B) the principal amount of the respective bonds and other  obligations and
indebtedness  on which the annual  interest  charges  referred to in subdivision
II.(A) of this Section are calculated and the respective interest rates at which
computed; and

     III. the 'interest earnings requirement',  which shall be a figure equal to
200% of the aggregate  annual  interest  charges  specified in  accordance  with
subdivision II (A) of this Section.

     "Notwithstanding  anything  herein to the  contrary,  neither  profits  nor
losses from the sale or other disposition of property,  nor extraordinary  items
of any kind or nature, whether items of revenue or expense, shall be included in
calculating the 'interest earnings requirement'.

     "If any of the  property  of the  Company  owned  by it at the  time of the
making of any net earnings  certificate  (a) shall have been acquired  during or
after any period for which the  Company's  net earnings are to be computed,  (b)
shall not have been  acquired in exchange or  substitution  for property the net
earnings of which have been  included in the  Company's net earnings and (c) had
been operated as a separate  unit and items of revenue and expense  attributable
thereto  are  readily  ascertainable,  then the net  earnings  of such  property
(computed in the manner in this  Section  provided  for the  computation  of the
Company's net earnings,  during such period or such part of such period as shall
have  preceded  the  acquisition  thereof,  to the extent that the same have not
otherwise been included in the Company's net earnings, shall be so included.

     "In any case where a net  earnings  certificate  is required as a condition
precedent to the  authentication  and delivery of bonds,  such certificate shall
also be made and signed by an independent  public  accountant,  if the aggregate
principal  amount of bonds then applied for plus the aggregate  principal amount
of bonds  authenticated  and delivered  hereunder since the  commencement of the
then  current  calendar  year  (other  than  those  with  respect to which a net
earnings  certificate  is not required,  or with respect to which a net earnings
certificate made and signed by an independent  public  accountant has previously
been  furnished to the Trustee) is ten per centum (10%) or more of the aggregate
principal  amount  of the  bonds at the time  outstanding;  but no net  earnings
certificate  need be made and signed by any person other than an accountant,  as
to dates or periods  not covered by annual  reports  required to be filed by the
Company, in the case of conditions  precedent which depend upon a state of facts
as of a date or dates or for a period or periods different from that required to
be covered by such annual reports."

     6. Section 7.05 of the Original  Indenture shall be amended by changing the
second  percentage  therein from "sixty per centum (60%)" to "seventy per centum
(70%)".

         G.       Section 7.15 of the Original Indenture shall be deleted.


60
<PAGE>

     H. Section 7.06 of the Original  Indenture shall be amended by substituting
for the amount of "$50,000",  wherever the same appears therein,  the phrase "an
amount equal to the greater of  $10,000,000  and 3% of the  aggregate  principal
amount of the bonds then outstanding hereunder".

     I. The  first  paragraph  of  Section  10.04  shall be  amended  to read as
follows:

     "The Trustee  shall,  whenever from time to time  requested by the Company,
such  request to be evidenced by an  officer's  certificate,  without  requiring
compliance with any of the foregoing  provisions of Section 10.03 hereof unless,
under the provisions of said Section  10.03,  the Company would then be required
to furnish an independent engineer's certificate,  in which event this paragraph
shall not be  applicable,  release from the lien hereof any  property,  the fair
value of which shall be stated in an  engineer's  certificate  delivered  to the
Trustee  simultaneously  with such officer's  certificate,  which  property,  as
stated in such engineer's certificate, is not useful or necessary in the conduct
of the business of the Company,  and provided  further that the  aggregate  fair
value of all property  released  pursuant to this  Section in any calendar  year
shall not  exceed an amount  equal to the  greater of  $5,000,000  and 3% of the
aggregate  principal  amount of bonds  outstanding  hereunder.  Said  engineer's
certificate  shall  also state that such  release  will not impair the  security
under this Indenture in  contravention  of the provisions  thereof.  The Company
covenants  that it will  deposit  with the  Trustee the  consideration,  if any,
received by it upon the sale or other disposition of any property so released."

         J.       A new Section 15.04 reading as follows shall be added:

"Section 15.04.

     (a) Nothing in this  Indenture  shall be deemed to prevent or restrict  any
consolidation or merger after the consummation of which the Company would be the
surviving or resulting corporation or any conveyance or other transfer or lease,
subject to the lien of this Indenture,  of any part of the mortgaged and pledged
property which does not constitute the entirety,  or substantially the entirety,
thereof.

     (b)  Unless,  in  the  case  of a  consolidation  or  merger  described  in
subsection (a) of this Section, an indenture supplemental hereto shall otherwise
provide,  this Indenture shall not become or be, or be required to become or be,
a lien upon any of the  properties  acquired by the Company in or as a result of
such transaction or any improvements, extensions or additions to such properties
or any renewals,  replacements or  substitutions  of or for any part or parts of
such
         properties."

     K. Section 7.16 of the Original  Indenture shall be amended by deleting the
word "independent" therefrom wherever it
appears.

     L. The proviso at the end of paragraph (1) of Section 10.02 of the Original
Indenture shall be deleted.

     Section 2.03.  Additional  amendments  requiring  consent of holders of all
outstanding  bonds.  Each  holder of a bond of the  Fifty-third  Series,  by his
acceptance  thereof,  shall thereby consent that at any time after the requisite
consents,  if any, of the holders of the bonds of other  Series  shall have been
given as hereinafter provided, the Mortgage shall be amended in the following
respects:


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     A. Section 2.12 of the Original  Indenture  and all  references  to Section
2.12 within the Mortgage shall be deleted.

     B. Clause (a) of Section 1.11 of the Original Indenture shall be amended to
read as follows:

     "(a)  ten-sevenths  (10\7ths) of the  aggregate  principal  amount of bonds
theretofore  authenticated and delivered upon the basis of unfunded net property
additions  (other  than bonds  deposited  with the  Trustee in  satisfaction  of
sinking  fund  requirements  under  former  Section  2.12  hereof)  or  for  the
authentication  and delivery of which upon such basis any other  application  is
then pending;"

     The  amendments  to the Mortgage set forth above shall become  effective at
the  earlier  of (a) such  date as no bonds  created  prior to the  bonds of the
Fifty-third  Series shall remain  outstanding or (b) such date as the holders of
all then  outstanding  bonds of all  series  created  prior to the  bonds of the
Fifty-third Series shall have consented  thereto.  No further vote or consent of
the holders of bonds of the Fifty-third  Series shall be required to permit such
amendments to become effective.

                                  ARTICLE THREE

                                SUNDRY PROVISIONS

     Section  3.01.  This  Supplemental  Indenture  is  executed  and  shall  be
construed as an indenture supplemental to the Original Indenture, and shall form
a part thereof, and the Original Indenture as heretofore  supplemented is hereby
confirmed and adopted by the Company as its  obligation.  All terms used in this
Supplemental  Indenture  shall  be taken  to have  the  same  meaning  as in the
Original   Indenture  except  in  cases  where  the  context  clearly  indicates
otherwise.

     Section 3.02. All recitals in this  Supplemental  Indenture are made by the
Company only and not by the Trustee;  and all of the provisions contained in the
Original  Indenture  as  heretofore  supplemented  in  respect  of  the  rights,
privileges,  immunities, powers and duties of the Trustee shall be applicable in
respect hereof as fully and with like effect as if set forth herein in full. The
Trustee shall not be responsible  in any manner  whatsoever for or in respect of
the validity or sufficiency of this Supplemental  Indenture or the due execution
hereof by the Company.

     Section 3.03. Although this Supplemental Indenture is dated for convenience
and for the purpose of  reference  as of May 1, 1999 the actual date or dates of
execution by the Company and by the Trustee are as indicated by their respective
acknowledgments hereto annexed.

     Section 3.04.  Nothing in this Supplemental  Indenture  contained shall, or
shall be  construed  to,  confer  upon any  person  other than a holder of bonds
issued under the Mortgage,  the Company and the Trustee any right or interest to
avail himself of any benefit under any provision of the Mortgage.

     Section 3.05. This Supplemental Indenture may be simultaneously executed in
several counterparts and all such counterparts  executed and delivered,  each as
an original, shall constitute but one and the same instrument.

     Section 3.06. The headings of Articles,  Sections and subsections contained
in this  Supplemental  Indenture are included for convenient  reference only and
shall not be deemed to be a part of this Supplemental Indenture.

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<PAGE>


     Section  3.07.  The  Company  gives  notice  that it claims the  benefit of
Sections 29-1-10 and 29-3-80,  S.C. Code of Laws (1976), as amended,  concerning
the  continuation  of the  lien  until  satisfied  or  released  of  record  and
attachment  to  after-acquired  real  property of the lien of both the  Original
Indenture,  dated as of January  1, 1945,  and all  supplements  and  amendments
thereto,  consisting  of Fifty-two  Supplemental  Indentures  (and various other
unnumbered,  but recorded supplemental mortgages of after-acquired  property for
individual  tracts or parcels),  including  the Fourth  Supplemental  Indenture,
dated as of April  1,  1950,  under  which  the  Company  assumed  the  Original
Indenture  as  described  on page two herein.  The  Original  Indenture  and the
Fifty-two Supplemental Indentures and unnumbered supplements are recorded in the
mortgage book of the appropriate counties; the Original Indenture and the Fourth
Supplemental  Indenture  being  recorded  at the book and page  numbers  in such
counties as set forth on Exhibit A attached  hereto.  The notice on the cover of
this Fifty-third Supplemental Indenture is given pursuant to the aforesaid laws.

     Section  3.08.  This  Supplemental  Indenture  is  intended  by the parties
hereto, as to properties now or hereafter encumbered by the Mortgage and located
within the State of  Georgia,  to operate and is to be  construed  as granting a
lien only on such properties and not as a deed passing title thereto.

     The  debtor  and its  mailing  address  are South  Carolina  Electric & Gas
Company, 1426 Main Street, Columbia, South Carolina 29218. The secured party and
its address  from which  information  concerning  the  security  interest may be
obtained are The Chase Manhattan Bank, 450 West 33rd, New York, New York 10001.

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    IN WITNESS WHEREOF,  South Carolina  Electric & Gas Company has caused this
Supplemental  Indenture to be executed in its corporate name by its President or
one of its Vice Presidents and its corporate seal to be hereunto  affixed and to
be attested by its Secretary or one of its Assistant Secretaries,  and The Chase
Manhattan Bank, to evidence its acceptance  hereof, has caused this Supplemental
Indenture to be executed in its  corporate  name by its  President or one of its
Vice  Presidents  or Assistant  Vice  Presidents  and its  corporate  seal to be
hereunto  affixed and to be attested by its  Secretary  or one of its  Assistant
Secretaries,  in several  counterparts,  all as of the day and year first  above
written.
                       SOUTH CAROLINA ELECTRIC & GAS
                       COMPANY

(SEAL)

                       By  ...............................................
                            President or Vice President

Attest:

 .................................................
Secretary or Assistant Secretary

In the presence of:

 .................................................

 .................................................


                      THE CHASE MANHATTAN BANK

(SEAL)

                      By ....................................................
                           Vice President

Attest:

 .............................................
Assistant Secretary


In the presence of:

 .............................................

 .............................................


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<PAGE>


                                   CONSENT

     The Bank of New York, as successor to NationsBank of Georgia,  N.A., as the
holder under the Indenture of the South Carolina  Electric & Gas Company,  dated
as of April 1, 1993, as supplemented,  of $1,115,035,000 principal amount of the
First and Refunding Mortgage Bonds,  hereby consents to the amendments set forth
in Sections  2.02 and 2.03 of the  Fifty-third  Supplemental  Indenture of South
Carolina Electric & Gas Company dated as of May 1, 1999.

            THE BANK OF NEW YORK, as successor to NATIONSBANK OF GEORGIA, N.A.


(SEAL)

            By  ...............................................
            Its   .............................................
ATTEST:



By  .....................................................................
Its  ......................................................................



65

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STATE OF SOUTH CAROLINA )  ss.:
COUNTY OF RICHLAND      )


     Personally appeared before me _______________,  and, being duty sworn, made
oath that she saw the corporate  seal of SOUTH  CAROLINA  ELECTRIC & GAS COMPANY
affixed  to the  above  written  Supplemental  Indenture,  and that she also saw
______________, the ___________________,  with ____________,  Secretary, of said
SOUTH  CAROLINA  ELECTRIC & GAS COMPANY sign and attest the same,  and that she,
deponent,  with ______________,  witnessed the execution and delivery thereof as
the act and deed of SOUTH CAROLINA ELECTRIC & GAS COMPANY.



                                                           Kelly Elkins    

Subscribed and sworn to before me this
____ day of _______________, ______.                      (NOTARIAL SEAL)

Patricia K. Haltiwanger                              

Notary Public for South Carolina
My Commission Expires May 15, 2006.



STATE OF SOUTH CAROLINA )  ss.:
COUNTY OF RICHLAND      )



     On this  1st  day of  May,  in the  year  one  thousand  nine  hundred  and
ninety-nine,  before me personally came Kevin Marsh, to me known,  who, being by
me duly sworn,  did depose and say that he resides at 1003  Steeple  Ridge Road,
Irmo,  South Carolina;  that he is the Senior Vice President and Chief Financial
Officer of SOUTH CAROLINA ELECTRIC & GAS COMPANY,  the corporation  described in
and which  executed  the  foregoing  instrument;  that he knows the seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that it was so affixed by order of the Board of Directors  of said  corporation;
and that he signed his name thereto by like order.



                           Patricia K. Haltiwanger...................
                           Notary Public for South Carolina
                           My Commission Expires May 15, 2006

                                       (NOTARIAL SEAL)


66

<PAGE>

STATE OF NEW YORK     )   ss:
COUNTY OF NEW YORK )


     Personally appeared before me Eric Butler, and, being duly sworn, made oath
that he saw the corporate seal of THE CHASE  MANHATTAN BANK affixed to the above
Supplemental Indenture,  and that he also saw Glenn G. McKeever, Vice President,
with William G. Keenan,  Trust Officer,  of said THE CHASE  MANHATTAN BANK, sign
and attest the same, and that he, deponent,  with Natalia  Rodriguez,  witnessed
the  execution and delivery  thereof as the act and deed of THE CHASE  MANHATTAN
BANK.


Subscribed and sworn to before me this                  Eric Butler 
1st day of May, 1999.


Emily Fayan                                            (NOTARIAL SEAL)


Notary Public, State of New York
No. 24-4737006
Qualified in Kings County
Certificate filed in New York County
Commission Expires December 31, 1999





STATE OF NEW YORK     )  ss:
COUNTY OF NEW YORK )


     On this  1st  day of  May,  in the  year  one  thousand  nine  hundred  and
ninety-nine,  before me personally  came Glenn G.  McKeever,  to me known,  who,
being by me duly  sworn,  did  depose  and say that he  resides  at 213-08  73rd
Avenue,  Bayside,  New York;  that he is a Vice President of THE CHASE MANHATTAN
BANK, the corporation  described in and which executed the foregoing instrument;
that he knows  the seal of said  corporation;  that  the  seal  affixed  to said
instrument is such corporate  seal; that it was so affixed by order of the Board
of  Directors of said  corporation,  and that he signed his name thereto by like
order.

                                                       Emily Fayan      
Notary Public, State of New York
No. 24-4737006
Qualified in Kings County
Certificate filed in  New York County
Commission Expires December 31, 1999                  (NOTARIAL SEAL)


67





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