exh4-05.htm


    

      


       

      Exhibit 4.05

       

      FIRST
SUPPLEMENTAL INDENTURE

       

      


       

      Between

       

      


       

      SCANA
CORPORATION, as Issuer

       

      


       

      and

       

      


       

      U.S.
BANK NATIONAL ASSOCIATION, as Trustee

       

      DATED
AS OF NOVEMBER 1, 2009

       

      2009
SERIES A 7.70% ENHANCED JUNIOR SUBORDINATED NOTES


      
        
           


        

        
           


          
          

        

        
           


        

      


      


       

      FIRST
SUPPLEMENTAL INDENTURE

       

      


       

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

       

      W
I T N E S S E T H:

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      ARTICLE
I

       

      DEFINITIONS

       

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

       

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

      

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Original
Issue Date” means November 24, 2009.

       

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

       

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

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      


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

       

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

       

      ARTICLE
II

       

      GENERAL
TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED NOTES

       

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

       

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

      


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

       

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

       

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

       

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

       

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

       

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

       

      2.3
Form and Payment; Minimum Transfer Restriction.

       

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

       

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

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

      


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

       

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

       

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

       

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

       

      2.5
Interest.

       

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

      


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

       

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

       

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

       

      ARTICLE
III

       

      REDEMPTION
OF THE JUNIOR SUBORDINATED NOTES

       

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

       

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

       

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

       

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

       

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

       

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

      


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

       

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

       

      ARTICLE
IV

       

      OPTION
TO DEFER INTEREST PAYMENTS

       

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

       

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

       

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

       

      
        	
                (i)  

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

              


      

       

      
        	
                (ii)  

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

              


      

       

      
        	
                (iii)  

              	
                make
      any guarantee payments on any guarantee of debt securities if the
      guarantee 

                 

                


                  
                    
                      11 
      

                    

                    
                       
      

                      
                      

                    

                    
                       
      

                    

                  

                

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

              


      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      


        
          
            12 


          

          
             


            
            

          

          
             


          

        

      

      Company
provides a notice of deferral.

       

      ARTICLE
V

       

      FORM
OF JUNIOR SUBORDINATED NOTE

       

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

       

      ARTICLE
VI

       

      ORIGINAL
ISSUE OF JUNIOR SUBORDINATED NOTES

       

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

       

      ARTICLE
VII

       

      MISCELLANEOUS

       

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

       

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

       

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

       

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

       

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


      
        
          13 


        

        
           


          
          

        

        
           


        

      


       

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

       

      


       

      SCANA
CORPORATION

       

      


       

      


      By: /s/Mark R.
Cannon 

      Name:
Mark R. Cannon

      Title:
Treasurer

      


      


      U.S. BANK
NATIONAL ASSOCIATION, as Trustee

      


      


      By:  /s/Tanya H. Cody 

      Name:   Tanya
H. Cody

      Title:  Assistant
Vice President

       
 


      
        
          14 


        

        
           


          
          

        

        
           


        

      


      


       

      EXHIBIT
A

       

      (FORM OF
FACE OF JUNIOR SUBORDINATED NOTE)

       

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

       

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

       

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

      


      [*Insert in Global
Notes.

      **Insert
in Notes other than Global Notes.

      ***Insert
in Global Notes.]


      
        
          
            A-1

            


          

           


        

        
           


          
          

        

        
           


        

      


       

      SCANA
CORPORATION

       

      $_________

       

      2009
SERIES A 7.70% ENHANCED JUNIOR SUBORDINATED NOTE

       

      Dated:

       

      NUMBER
R-                                                                                                                       CUSIP
NO: Registered Holder:

       

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

       

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

       

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

       

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

      

        
          
            
              A-2

              


            

             


          

          
             


            
            

          

          
             


          

        

      

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

       

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

       

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

       

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

       

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

       

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

       

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

      


        
          
            
              A-3

              


            

             


          

          
             


            
            

          

          
             


          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

      

        
          
            
              A-4

              


            

             


          

          
             


            
            

          

          
             


          

        

      

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
            A-5

            


          

           


        

        
           


          
          

        

        
           


        

      


       

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

      


      Dated:                                                                      SCANA
CORPORATION

      


      


                       
By:                                                               

                       
Name:

                       
Title:

       

      TRUSTEE’
S CERTIFICATE OF AUTHENTICATION

       

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

                         
U.S. BANK NATIONAL ASSOCIATION, 

                         
as Trustee

      


      


                         
By:                                                     

                          
Authorized Signatory


      
        
          
            A-6

            


          

           


        

        
           


          
          

        

        
           


        

      


       

      REVERSE
OF NOTE

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      


        
          
            
              A-7

              


            

             


          

          
             


            
            

          

          
             


          

        

      

      of such
consent or waiver is made upon this Note or such other Junior Subordinated
Notes. No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note,
at the places, at the respective times, at the rates and in the coin or currency
herein prescribed.

       

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

       

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

       

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

       

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

       

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


      
        
          
            A-8

            


          

           


        

        
           


          
          

        

        
           


        

      


       

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

      
        	
                 

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

              


      

       

      


       

      


       

      


       

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

       

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

       

      


       

      


       

      


       

      


       

      


       

      


       

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

       

      


       

      Dated:                                                                                     

       

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


      
        
          
            A-9

            


          

           


        

        
           


          
          

        

        
           


        

      


       

      [FORM OF
SCHEDULE FOR ENDORSEMENTS ON GLOBAL NOTES TO REFLECT

       

      CHANGES
IN PRINCIPAL AMOUNT]

       

      The
initial principal amount of this Note is:
$                                                                                      

       

      


       

      Changes
to Principal Amount of Global Note

       

      


      Principal Amount by which
this                                                        Signature
of

      Note is to be Decreased
or                 Remaining                             Authorized

      Increasedand the Reason
for             Principal
Amount                  Signatory
of

      Date         the Decrease or
Increase                   of this
Note                            Trustee

       

      


       

      * Insert
Schedule in Global Notes.


      
        
          
            A-10