exh4-03.htm


    


      Exhibit
4.03

       

      


       

      FIRST
SUPPLEMENTAL INDENTURE

       

      FIRST
SUPPLEMENTAL INDENTURE, dated as of November 1, 2009 (this "Supplemental
Indenture") between SCANA CORPORATION, a corporation duly organized and existing
under the laws of the State of South Carolina (the "Company") and THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A. (as successor to The Bank of New York), as
trustee (the "Trustee") under the Indenture dated as of November 1, 1989,
between the Company and the Trustee (the "Indenture").  Except as
otherwise expressly provided in this Supplemental Indenture or otherwise clearly
required by the context hereof, all terms used herein that are defined in the
Indenture shall have the several meanings respectively assigned to them in the
Indenture.

       

      WHEREAS,
the Company has entered into a Junior Subordinated Indenture, as supplemented by
a First Supplemental Indenture (as so supplemented, the “Subordinated
Indenture”), each dated of even date herewith and between the Company and U.S.
Bank National Association, as trustee (the “Subordinated Note Trustee”),
pursuant to which the Company is issuing on this date its $150,000,000 2009
Series A 7.70% Enhanced Junior Subordinated Notes (the "Subordinated Notes");
and

       

      WHEREAS,
in connection with the issuance of the Subordinated Notes, the Company is
executing the Replacement Capital Covenant dated of even date herewith (the
“Replacement Capital Covenant”), making certain covenants in favor of and for
the benefit of the Covered Debtholders (as defined in the Replacement Capital
Covenant), including but not limited to the holders of the $250,000,000
principal amount SCANA Corporation Medium Term Notes issued on March 12, 2008
(CUSIP No. 80589MAB8), and scheduled to mature on April 1, 2020 (the “Initial
Covered Debt”), which Initial Covered Debt constitutes Securities (as defined in
the Indenture) issued by the Company pursuant to the Indenture; and

       

      WHEREAS,
the Indenture permits the Company and the Trustee to enter into an indenture or
indentures supplemental thereto for the purpose of adding to the covenants of
the Company, for the benefit of the Holders (as defined in the Indenture) of all
or any series of Securities, without obtaining the consent of any Holders of
Securities of the Company; and

       

      WHEREAS,
the Company now desires to amend the Indenture to extend the benefit of the
covenants contained in the Replacement Capital Covenant for the benefit of the
holders of the Initial Covered Debt and, pursuant to the provisions of the
Replacement Capital Covenant described herein, any other Covered Debt (as such
term is defined in the Replacement Capital Covenant).

       

      NOW,
THEREFORE, for and in consideration of the premises and mutual covenants and
agreements hereinafter set forth, the Company covenants and agrees with the
Trustee as follows:

       

      


       

      ARTICLE
ONE

       

      AUTHORIZATION;
DEFINITIONS

       

      Section
1.01. EFFECTIVENESS AND EFFECT.  This Supplemental Indenture shall
become effective upon its execution. Except as modified, amended and
supplemented by this Supplemental Indenture, the provisions of the Indenture are
in all respects ratified and confirmed and shall remain in full force and
effect. The provisions set forth in this Supplemental Indenture shall be deemed
to be, and shall be construed as part of, the Indenture, the terms of which
shall bind the Company for the benefit of every holder of the Covered Debt. On
and after the date hereof, all references to the Indenture in the Indenture or
in any other agreement, document or instrument delivered in connection therewith
or pursuant thereto shall be deemed to refer to the Indenture as amended by this
Supplemental Indenture.

       

      Section
1.02. DEFINITIONS. Unless the context shall otherwise require, all terms which
are defined in Section 101 of the Indenture shall have the same meanings,
respectively, in this Supplemental Indenture as such terms are given in said
Section 101 of the Indenture.

       

      


       


      
        
           


        

        
           


          
          

        

        
           


        

      


      ARTICLE
TWO

       

      REPLACEMENT
CAPITAL COVENANT

       

      Section
2.01.  COVENANT FOR BENEFIT OF INITIAL COVERED DEBT; AMENDMENTS AND
SUPPLEMENTS.  The Company hereby makes the covenants contained in the
Replacement Capital Covenant (a final, executed copy of which is attached hereto
as Exhibit A) solely for the benefit of the holders of the Initial Covered Debt
(except as such covenants may be extended to the benefit of holders of
Securities constituting Covered Debt as set forth in Section 2.02 below), as the
same may be amended or supplemented in accordance with the terms
thereof.  Nothing herein shall require the consent of the holders of
the Initial Covered Debt to any amendment, supplement or other action taken
pursuant to the Replacement Capital Covenant, except as it may be required
pursuant to the terms of such Replacement Capital Covenant.

       

      Section
2.02.  COVERED DEBT HOLDERS.  Pursuant to the provisions of
Section 3(b) of the Replacement Capital Covenant, upon any Redesignation Date
(as defined in the Replacement Capital Covenant), the Company’s covenants in the
Replacement Capital Covenant shall automatically, and without any further
action, filing or execution on the part of the Company or the Trustee, extend
for the benefit of the holders of any Securities constituting Covered Debt (the
“Designated Securities”) designated pursuant to the provisions thereof,
effective upon the delivery to the Trustee by or on behalf of the Company of the
notice required by Section 3(b) of the Replacement Capital Covenant to be
delivered to the holders of the Designated Securities.  The Trustee
hereby agrees to promptly distribute the notice described in the foregoing
sentence to the holders of the Designated Securities.

       

      Section
2.03.  TERMINATION. Upon the termination of the Replacement Capital
Covenant, this Supplemental Indenture shall automatically terminate and be of no
further effect.

       

      


       

      ARTICLE
THREE

       

      MISCELLANEOUS

       

      Section
3.01. COUNTERPARTS. This Supplemental Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

       

      Section
3.02. ACCEPTANCE. The Trustee accepts the Indenture, as supplemented by this
Supplemental Indenture, and agrees to perform the same upon the terms and
conditions set forth therein as so supplemented. The Trustee makes no
representations as to, and 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 by the Company, or for or in respect of the recitals contained
herein.  The recitals and statements herein are deemed to be those of
the Company and not of the Trustee.

       

      Section
3.03. SUCCESSORS AND ASSIGNS. All covenants and agreements in this Supplemental
Indenture, by the Company or the Trustee shall bind its respective successors
and assigns, whether so expressed or not.

       

      Section
3.04. SEVERABILITY. In case any provision in this Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby, it being intended that each provision hereof and each portion of such
provision shall be enforceable to the fullest extent permitted by law even if
other portions of such provisions, or other provisions hereof, are held invalid,
illegal or unenforceable.

       

      Section
3.05. INCORPORATION INTO INDENTURE. All provisions of this Supplemental
Indenture shall be deemed to be incorporated in, and made part of, the
Indenture, and the Indenture, as amended and supplemented by this Supplemental
Indenture, shall be read, taken and construed as one and the same
instrument.

       

      Section
3.06. COMPLIANCE WITH TRUST INDENTURE ACT. This Supplemental Indenture shall be
interpreted to comply in every respect with the Trust Indenture Act of 1939, as
amended (the "TIA"). If any provision of this Supplemental Indenture limits,
qualifies, or conflicts with the duties imposed by the TIA, the imposed duties
shall control.

       

      2  


      
         

        
           


          
          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties 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

      


       
 

      
        	
                 
      

              	
                THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to The Bank of
      New York), as Trustee

              


      

      


      


      By: /s/Van K.
Brown                                                      

           Name:
Van K. Brown

           Title:
Vice President


      
        
          
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      REPLACEMENT
CAPITAL COVENANT

       

      Replacement
Capital Covenant, dated as of November 1,
2009 (this “Replacement Capital Covenant”), by SCANA Corporation, a South
Carolina corporation (together with its successors and assigns, the
“Corporation”), in favor of and for the benefit of each Covered Debtholder (as
defined below).

       

      RECITALS

       

      A.           The
Corporation is issuing $150,000,000 aggregate principal amount of its 2009
Series A 7.70% Enhanced Junior Subordinated Notes, dated November 24, 2009
(including any additional Junior Subordinated Notes issued on or after the date
hereof that may be consolidated and form a single series with such Junior
Subordinated Notes issued on the date hereof, the “Notes”) pursuant to the terms
and conditions of the Junior Subordinated Indenture dated as of November 1, 2009
(the “Base Indenture”), between the Corporation, as issuer, and U.S. Bank
National Association, as Trustee (the “Trustee”), as supplemented by a First
Supplemental Indenture dated as of November 1, 2009 (the “First Supplemental
Indenture”), between the Corporation and the Trustee, being executed and
delivered in connection with the issuance of the Notes.

       

      B.           This
Replacement Capital Covenant is the “Replacement Capital Covenant” referred to
in the Corporation’s Prospectus Supplement, dated November 17, 2009 (the
“Prospectus Supplement”).

       

      C.           The
Corporation, in entering into and disclosing the content of this Replacement
Capital Covenant in the manner provided below, is doing so with the intent that
the covenants provided for in this Replacement Capital Covenant, including its
promise and covenant set forth in Section 2, be enforceable by each Covered
Debtholder against the Corporation as a promise reasonably inducing action or
forbearance and that the Corporation be estopped from disregarding the covenants
in this Replacement Capital Covenant, in each case to the fullest extent
permitted by applicable law.

       

      D.           The
Corporation acknowledges that reliance by each Covered Debtholder upon the
covenants in this Replacement Capital Covenant is reasonable and foreseeable by
the Corporation and that, were the Corporation to disregard its covenants in
this Replacement Capital Covenant, each Covered Debtholder would have sustained
an injury as a result of its reliance on such covenants.

       

      NOW, THEREFORE, the
Corporation hereby covenants and agrees as follows in favor of and for the
benefit of each Covered Debtholder.

       

      SECTION
1. Definitions.
Capitalized terms used in this Replacement Capital Covenant (including
the Recitals) have the meanings set forth in Schedule I hereto.

       

      SECTION
2. Limitations on Redemption,
Defeasance or Purchase of Notes. The Corporation hereby promises and
covenants to and for the benefit of each Covered Debtholder that the Corporation
shall not redeem or purchase, or satisfy, discharge or defease any portion of
the principal amount of the Notes through the deposit of money and/or U.S.
government obligations pursuant to Article Twelve of the Base Indenture (such
satisfaction, discharge or defeasance herein referred to as “defeasance”), and
that the Corporation shall cause its majority owned Subsidiaries not to purchase
all or any part of the Notes, on or before the Termination Date except to the
extent that:

      
         

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      (a)           the
principal amount defeased or the applicable redemption or purchase price does
not exceed the sum of the following amounts:

       

      (i)           the
Applicable Percentage of (A) the aggregate amount of the net cash proceeds
received by the Corporation from the sale of Common Stock and Rights to acquire
Common Stock, and (B) the Market Value of any Common Stock that the Corporation
has (1) delivered as consideration for property or assets in an arm’s-length
transaction or (2) issued in connection with the conversion into or exchange for
Common Stock of any convertible or exchangeable securities, other than, in the
case of the preceding clause (2), convertible or exchangeable securities for
which, and to the extent that, the Corporation or any of its Subsidiaries then
receives equity credit from any NRSRO; plus

       

      (ii)           the
Applicable Percentage of the aggregate amount of net cash proceeds received by
the Corporation and/or any of its Subsidiaries from the sale of Replacement
Capital Securities (other than the securities set forth in clause (i)
above);

       

      in each
case, to Persons other than the Corporation and/or its Subsidiaries (for the
avoidance of doubt, persons covered by the Corporation’s dividend reinvestment
plan, any direct stock purchase plan and director and employee benefit plans
shall not be deemed the Corporation and/or its Subsidiaries for purposes of this
Section 2) within the applicable Measurement Period (without double counting
proceeds received in any prior Measurement Period); provided that the
limitations in this Section 2 shall not restrict the repayment, redemption or
other acquisition of any Notes that have been previously defeased or purchased
in accordance with this Replacement Capital Covenant; or

       

      (b)           the
Notes are exchanged for consideration that includes an aggregate principal
amount or liquidation preference (or, in the case of Common Stock, Market Value)
of Replacement Capital Securities equal to 100% prior to the Stepdown Date, and
50% on or after the Stepdown Date (or, in the case of Common Stock, 50% prior to
the Stepdown Date and 25% on or after the Stepdown Date) of the aggregate
principal amount of Notes that are exchanged.

       

      SECTION
3. Covered
Debt.

       

      (a)           The
Corporation represents and warrants that the Initial Covered Debt is Eligible
Debt.

       

      (b)           On,
or during the 30-day period immediately preceding, any Redesignation Date with
respect to the Covered Debt then in effect, the Corporation shall identify the
series of Eligible Debt that will become the Covered Debt on the related
Redesignation Date in accordance with the following procedures:

       

      (i)           the
Corporation shall identify each series of its then outstanding long-term
indebtedness for money borrowed that is Eligible Debt;

       

      (ii)           if
only one series of the Corporation’s then outstanding long-term indebtedness for
money borrowed is Eligible Debt, such series shall become the Covered Debt
commencing on the related Redesignation Date;

       

      (iii)           if
the Corporation has more than one outstanding series of long-term indebtedness
for money borrowed that is Eligible Debt, then the Corporation shall identify a
specific series that has the latest stated final maturity date as of the date on


      
         

        
          
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      which the
Corporation is applying the procedures in this Section 3(b) and such series
shall become the Covered Debt commencing on the related Redesignation
Date;

       

      (iv)           the
series of outstanding long-term indebtedness for money borrowed that is
determined to be the Covered Debt pursuant to clause (ii) or (iii) above shall
be the Covered Debt for purposes of this Replacement Capital Covenant for the
period commencing on the related Redesignation Date and continuing to but not
including the Redesignation Date as of which a new series of outstanding
long-term indebtedness is next determined to be the Covered Debt pursuant to the
procedures set forth in this Section 3(b); and

       

      (v)           in
connection with such identification of a new series of the Covered Debt, notice
shall be given, and a Form 8-K shall be filed, as provided for in Section 3(d)
within the time frame provided for in such section.

       

      (c)           Notwithstanding
any other provisions of this Replacement Capital Covenant, (i) if a series of
Eligible Senior Debt of the Corporation has become the Covered Debt in
accordance with Section 3(b), on the date on which the Corporation issues a new
series of Eligible Subordinated Debt, then immediately upon such issuance such
series shall become the Covered Debt and the applicable series of Eligible
Senior Debt shall cease to be the Covered Debt.

       

      (d)           In
order to give effect to the intent of the Corporation described in Recital C,
the Corporation covenants that (i) simultaneously with the execution of this
Replacement Capital Covenant, or as soon as practicable after the date hereof,
(A) notice shall be given to the Holders of the Initial Covered Debt, in the
manner provided in the indenture or other instrument under which such Initial
Covered Debt was issued, of this Replacement Capital Covenant and the rights
granted to such Holders hereunder and (B) the Corporation shall file a copy of
this Replacement Capital Covenant with the Commission as an exhibit to a Form
8-K; (ii) so long as the Corporation is a reporting company under the Securities
Exchange Act, the Corporation will include or cause to be included in each Form
10-K by the Corporation a description of the covenant set forth in Section 2 and
identify the series of long-term indebtedness for borrowed money that is Covered
Debt as of the date such Form 10-K is filed with the Commission; (iii) if a
series of the Corporation’s long-term indebtedness for money borrowed (A)
becomes Covered Debt or (B) ceases to be Covered Debt, notice of such occurrence
will be given within 30 days to the holders of such long-term indebtedness for
money borrowed in the manner provided for in the indenture or other instrument
under which such long-term indebtedness for money borrowed was issued and the
Corporation shall report such change in a Form 8-K, which must include or
incorporate by reference this Replacement Capital Covenant, and, if reported in
a Form 8-K, also in the next Form 10-Q or Form 10-K, as applicable, of the
Corporation; (iv) if, and only if, the Corporation ceases to be a reporting
company under the Securities Exchange Act, the Corporation will (A) post on its
website the information otherwise required to be included in Securities Exchange
Act filings pursuant to clauses (ii) and (iii) above; and (B) cause a notice of
this Replacement Capital Covenant to be posted on the Bloomberg screen for the
Initial Covered Debt or any successor Bloomberg screen or, if none, a similar
third-party vendor’s screen the Corporation reasonably believes is appropriate
(each an “Investor Screen”) and cause a hyperlink of this Replacement Capital
Covenant to be included on the Investor Screen for each series of the Covered
Debt, in each case to the extent permitted by Bloomberg or such similar
third-party vendor, as the case may be; and (v) promptly upon the request of any
Holder of Covered Debt, the Corporation will provide such Holder with an
executed copy of this Replacement Capital 

       

      
         

        
          
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      Covenant.

       

      SECTION
4. Termination and
Amendment.

       

      (a)           The
obligations of the Corporation pursuant to this Replacement Capital Covenant
shall remain in full force and effect until the earliest date (the “Termination
Date”) to occur of (i) (x) January 30, 2035 or (y) if the maturity date of the
Notes shall be extended in accordance with the First Supplemental Indenture, the
date which is 30 years prior to the maturity date, as extended, or if earlier,
the date on which the Notes are otherwise paid, redeemed, defeased or purchased
in full (in compliance with the terms of Section 2 of this Replacement Capital
Covenant), (ii) the date, if any, on which the Holders of at least a majority of
the outstanding principal amount of the then effective Covered Debt consent or
agree in writing to the termination of the obligations of the Corporation
hereunder, (iii) the date on which the Corporation ceases to have any Eligible
Senior Debt or Eligible Subordinated Debt (in each case without giving effect to
the rating requirement in clause (ii) of the definition of each such term), or
(iv) the date on which the Notes are accelerated as a result of a default
thereunder. From and after the Termination Date, the obligations of the
Corporation pursuant to this Replacement Capital Covenant shall be of no further
force and effect with respect to the Holders, or otherwise.

       

      (b)           This
Replacement Capital Covenant may be amended or supplemented from time to time by
a written instrument signed only by the Corporation after obtaining the consent
of the Holders of at least a majority of the outstanding principal amount of the
then-effective Covered Debt; provided that this Replacement Capital Covenant may
be amended or supplemented from time to time by a written instrument signed by
the Corporation (and without the consent of the Holders) if any of the following
apply: (i) such amendment or supplement eliminates Common Stock, Rights to
acquire Common Stock, Common Equity Units and/or Mandatorily Convertible
Preferred Stock as Replacement Capital Securities, if, in the case of this
clause, after the date of this Replacement Capital Covenant, an accounting
standard or interpretive guidance of an existing accounting standard issued by
an organization or regulator that has responsibility for establishing or
interpreting accounting standards in the United States becomes effective such
that, or the Corporation has been otherwise advised in writing by a nationally
recognized independent accounting firm that, there is more than an insubstantial
risk that failure to eliminate Common Stock, Rights to acquire Common Stock,
Common Equity Units and/or Mandatorily Convertible Preferred Stock as
Replacement Capital Securities would result in a reduction in the Corporation’s
earnings per share as calculated in accordance with generally accepted
accounting principles in the United States or International Financial Reporting
Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect
of such amendment or supplement is either (A) to impose additional restrictions
on the ability of (1) the Corporation to redeem, purchase or defease Notes or
(2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B)
to impose additional restrictions on, or to eliminate certain of, the types of
securities qualifying as Replacement Capital Securities (other than securities
which are covered by clause (i) above) and in each case an officer of the
Corporation has delivered to the Holders of the then-effective Covered Debt in
the manner provided for in the indenture or other instrument under which such
Covered Debt was issued a written certificate to that effect; (iii) such
amendment or supplement extends the date specified in Section 4(a)(i), the
Stepdown Date or both; or (iv) such amendment or supplement is not adverse to
the rights of the Holders of the then-effective Covered Debt and an officer of
the Corporation has delivered to the Holders of the then-effective Covered Debt
in the manner provided for in the indenture or other instrument under which such
Covered 

       

       


         

        
          
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      Debt was
issued a written certificate stating that, in his or her determination, such
amendment or supplement is not adverse to the rights of the Holders of the
then-effective Covered Debt. For the avoidance of doubt, an amendment or
supplement that adds new types of Replacement Capital Securities or modifies the
requirements of the Replacement Capital Securities described herein would not be
adverse to the rights of the Holders of the Covered Debt if, following such
amendment or supplement, this Replacement Capital Covenant would satisfy the
definition of Explicit Replacement Covenant.

       

      (c)           For
purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is
required to terminate, amend or supplement this Replacement Capital Covenant or
the obligations of the Corporation hereunder shall be the Holders of the then
effective Covered Debt as of a record date established by the Corporation that
is not more than 30 days prior to the date on which the Corporation proposes
that such termination, amendment or supplement becomes effective.

       

      SECTION
5. Miscellaneous.

       

      (a)           This
Replacement Capital Covenant shall be governed by and construed in accordance
with the laws of the State of New York.

       

      (b)           This
Replacement Capital Covenant shall be binding upon the Corporation (and its
successors and assigns) and shall inure to the benefit of the Covered
Debtholders as they exist from time-to-time (it being understood and agreed by
the Corporation that any Person who is a Covered Debtholder shall retain its
status as a Covered Debtholder for so long as the series of long-term
indebtedness for borrowed money owned by such Person is Covered Debt and, if
such Person initiates a claim or proceeding to enforce its rights under this
Replacement Capital Covenant after the Corporation has violated its covenants in
Section 2 and before the series of long-term indebtedness for money borrowed
held by such Person is no longer Covered Debt, such Person’s rights under this
Replacement Capital Covenant shall not terminate by reason of such series of
long-term indebtedness for money borrowed no longer being Covered Debt). The
Corporation agrees that, if at any time the Covered Debt is held by a trust (for
example, where the Covered Debt is part of an issuance of trust preferred
securities), a holder of the securities issued by such trust may enforce
(including by instituting legal proceedings) this Replacement Capital Covenant
directly against the Corporation as though such holder owned the Covered Debt
directly, and the holders of such trust securities shall be deemed Holders of
the Covered Debt for purposes of this Replacement Capital Covenant for so long
as the indebtedness held by such trust remains the Covered Debt hereunder. Other
than the Covered Debtholders as provided in the two previous sentences, no other
Person shall have any rights under this Replacement Capital Covenant or be
deemed a third party beneficiary of this Replacement Capital Covenant. In
particular, no holder of the Notes is a third party beneficiary of this
Replacement Capital Covenant, it being understood that such holders may have
rights under the Base Indenture.

       

      (c)           The
Corporation acknowledges that reliance by each Covered Debtholder upon the
covenants in this Replacement Capital Covenant is reasonable and foreseeable by
the Corporation and that, were the Corporation to disregard its covenants in
this Replacement Capital Covenant, each Covered Debtholder would have sustained
an injury as a result of its reliance on such covenants.

       

      (d)           All
demands, notices, requests and other communications to the Corporation under
this Replacement Capital Covenant shall be deemed to have been duly given and
made if in writing and (i) if served by personal delivery upon the Corporation,
on the day so delivered (or, if 

       


         

        
          
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      such day
is not a Business Day, the next succeeding Business Day) or (ii) if delivered by
registered post or certified mail, return receipt requested, or sent to the
Corporation by a national or international courier service, on the date of
receipt by the Corporation (or, if such date of receipt is not a Business Day,
the next succeeding Business Day), or (iii) if sent by telecopier, on the day
telecopied, or if not a Business Day, the next succeeding Business Day, provided
that the telecopy is promptly confirmed by telephone confirmation thereof, and
in each case to the Corporation at the address set forth below, or at such other
address as the Corporation may thereafter post on its website as the address for
notices under this Replacement Capital Covenant:

       

      SCANA
Corporation

      Attention:  Treasurer
– C101

      220
Operation Way

      Cayce,
SC  29033-3701

      Facsimile
No: (803) 933-7037

      Telephone
No: (803) 217-7838


       

      
        
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      IN WITNESS WHEREOF, the
Corporation has caused this Replacement Capital Covenant to be executed by a
duly authorized officer as of the day and year first above written.

       

      SCANA
CORPORATION

      


      


      By: /s/Mark R.
Cannon                                                      

      Name:  Mark
R. Cannon

      Title:
Treasurer


       

      
        
          7

        

        
          
          

          
          

        

        
          
          



      

      Schedule
I

       

      
        	
                 
      

              	
                Definitions

              


      

       

      “Alternative Payment Mechanism”
means, with respect to any Qualifying Capital Securities, provisions in
the related transaction documents that permit the issuer, in its sole
discretion, to defer Distributions in whole or in part on such Qualifying
Capital Securities for one or more consecutive Distribution Periods of up to ten
years and that require the issuer thereof to issue (or use Commercially
Reasonable Efforts to issue), in its sole discretion, one or more types of APM
Qualifying Securities raising “eligible proceeds” (as defined in (a) below) at
least equal to the deferred Distributions on such Qualifying Capital Securities
and apply the proceeds to pay unpaid Distributions on such Qualifying Capital
Securities, commencing on the earlier of (x) the first Distribution Date after
commencement of a deferral period on which such issuer pays current
Distributions on such Qualifying Capital Securities and (y) the fifth
anniversary of the commencement of such deferral period, and that:

       

      (a)           define
“eligible proceeds” to mean, for purposes of such Alternative Payment Mechanism,
the net proceeds (after underwriters’ or placement agents’ fees, commissions or
discounts and other expenses relating to the issuance or sale of the relevant
securities, where applicable, and including the fair market value of property
received by the issuer or its Subsidiaries as consideration for such securities)
that such issuer has received during the 180 days prior to the related
Distribution Date from the issuance of APM Qualifying Securities to Persons
other than the Corporation and/or its Subsidiaries, up to the Preferred Cap (as
defined in (e) below) in the case of APM Qualifying Securities that are
Qualifying Preferred Stock or Mandatorily Convertible Preferred
Stock;

       

      (b)           permit
such issuer to pay current Distributions on any Distribution Date out of any
source of funds but (x) require such issuer to pay deferred Distributions only
out of eligible proceeds and (y) prohibit such issuer from paying deferred
Distributions out of any source of funds other than eligible
proceeds;

       

      (c)           if
deferral of Distributions continues for more than one year (or such shorter
period as may be provided for in the terms of such securities), require such
issuer or any of its Subsidiaries not to redeem or purchase any securities that
rank pari passu with or junior to any APM Qualifying Securities that such issuer
has issued to settle deferred Distributions in respect to that deferral period
until at least one year after all deferred Distributions have been paid (a
“Purchase Restriction”), other than the following (none of which shall be
restricted or prohibited by a Purchase Restriction):

       

      (i)          purchases,
redemptions or other acquisitions of shares of Common Stock in connection with
any employment or compensatory contract, compensation or benefit plan or other
similar arrangement with or for the benefit of employees, officers, directors or
consultants; or

       

      (ii)          purchases
or other acquisitions of shares of Common Stock pursuant to a contractually
binding requirement to buy shares of Common Stock entered into prior to the
beginning of the related deferral period, including under a contractually
binding stock repurchase plan;

       

      (d)           limit
the obligation of such issuer to issue (or use Commercially Reasonable Efforts
to issue) APM Qualifying Securities that are Common Stock or Qualifying Warrants
to 

       


         

        
          
            8

          

          
            
            

            
            

          

          
            
            

          

        

      

       

      settle
deferred Distributions pursuant to the Alternative Payment Mechanism either (i)
during the first five years of any deferral period or (ii) before an anniversary
of the commencement of any deferral period that is not earlier than the fifth
such anniversary and not later than the ninth such anniversary (as designated in
the terms of such Qualifying Capital Securities) with respect to deferred
Distributions attributable to the first five years of such deferral period,
either:

       

      (A)           to
an aggregate amount of such securities, the net proceeds from the issuance of
which is equal to 2% of the product of the average of the current Market Value
of the Common Stock on the ten consecutive trading days ending on the fourth
trading day immediately preceding the date of issuance multiplied by the total
number of issued and outstanding shares of Common Stock as of the date of the
Corporation’s most recent publicly available consolidated financial statements;
or

       

      (B)           to
a number of shares of Common Stock and shares issuable upon exercise of
Qualifying Warrants, in the aggregate, not in excess of 2% of the outstanding
number of shares of Common Stock as of the date of the Corporation’s most recent
publicly available consolidated financial statements (the “Common
Cap”);

       

      (e)           limit
the right of such issuer to issue (or use Commercially Reasonable Efforts to
issue) APM Qualifying Securities that are Qualifying Preferred Stock or
Mandatorily Convertible Preferred Stock, to an amount from the issuance of such
Qualifying Preferred Stock and then-still outstanding Mandatorily Convertible
Preferred Stock pursuant to the related Alternative Payment Mechanism
(including, in the case of Qualifying Preferred Stock, at any point in time from
all prior issuances thereof pursuant to such Alternative Payment Mechanism)
equal to 25% of the initial liquidation or principal amount of the Qualifying
Capital Securities that are the subject of the related Alternative Payment
Mechanism (the “Preferred Cap”);

       

      (f)           in
the case of Qualifying Capital Securities include a Bankruptcy Claim Limitation
Provision; and

       

      (g)           permit
such issuer, at its option, to provide that if such issuer is involved in a
merger, consolidation, amalgamation, statutory share exchange, conveyance, lease
or other transfer of all or substantially all of the assets to any other person
or a similar transaction (a “business combination”) where immediately after the
consummation of the business combination more than 50% of the surviving or
resulting entity’s voting securities is owned by the equity holders of the other
party to the business combination, or the entity to whom all or substantially
all of such issuer’s assets are conveyed, leased or otherwise transferred, then
clauses (a), (b) and (c) above will not apply to any deferral period that is
terminated on the next Distribution Date following the date of consummation of
the business combination;

       

      provided
(and it being understood) that:

       

      (h)           the
Alternative Payment Mechanism may at the discretion of such issuer include a
share cap limiting the issuance of APM Qualifying Securities consisting of
Common Stock, Qualifying Warrants and Mandatorily Convertible Preferred Stock,
in each case to a maximum issuance cap to be set at the discretion of such
issuer (a “Share Cap”); provided that such Share Cap will be subject to such
issuer’s agreement to use Commercially Reasonable Efforts to increase the Share
Cap when reached and (i) only to the extent it can do so and simultaneously
satisfy its future fixed or contingent obligations under other securities and
derivative instruments 

       


         

        
          
            9

          

          
            
            

            
            

          

          
            
            

          

        

      

       

      that
provide for settlement or payment in Common Stock or (ii) if such issuer cannot
increase the Share Cap as contemplated in the preceding clause, by requesting
its board of directors to adopt a resolution for shareholder vote at the next
occurring annual shareholders meeting to increase the number of shares of such
issuer’s authorized Common Stock or preferred stock for purposes of satisfying
its obligations to pay deferred Distributions;

       

      (i)           such
issuer shall not be obligated to issue (or use Commercially Reasonable Efforts
to issue) APM Qualifying Securities for so long as a Market Disruption Event has
occurred and is continuing;

       

      (j)           if,
due to a Market Disruption Event or otherwise, such issuer is able to raise and
apply some, but not all, of the eligible proceeds necessary to pay all deferred
Distributions on any Distribution Date, such issuer will apply an amount equal
to any available eligible proceeds to pay accrued and unpaid Distributions on
the applicable Distribution Date in chronological order subject to the Common
Cap, the Preferred Cap, and the Share Cap (if any), as applicable;
and

       

      (k)           if
such issuer has outstanding more than one class or series of securities under
which it is obligated to sell a type of APM Qualifying Securities and apply some
part of the proceeds to the payment of deferred Distributions, then on any date
and for any period the amount of net proceeds received by such issuer from those
sales and available for payment of deferred Distributions on such securities
shall be applied to such securities on a pro rata basis up to the Common Cap,
the Preferred Cap and the Share Cap (if any), as applicable, in proportion to
the total amounts that are due on such securities.

       

      “APM Qualifying Securities”
means, with respect to any Alternative Payment Mechanism, any Debt
Exchangeable for Preferred Equity or any Mandatory Trigger Provision, one or
more of the following (as designated in the transaction documents for any
Qualifying Capital Securities that include an Alternative Payment Mechanism or a
Mandatory Trigger Provision or for any Debt Exchangeable for Preferred
Equity):

       

      (a)           Common
Stock;

       

      (b)           Qualifying
Warrants;

       

      (c)           Qualifying
Preferred Stock; and

       

      (d)           Mandatorily
Convertible Preferred Stock

       

      provided
(and it being understood) that:

       

      (i)           if
the APM Qualifying Securities for any Alternative Payment Mechanism or Mandatory
Trigger Provision includes both Common Stock and Qualifying
Warrants,

       

      (A)           such
Alternative Payment Mechanism or Mandatory Trigger Provision may permit, but
need not require, the Corporation to issue Qualifying Warrants; and

       

      (B)           the
Corporation may, without the consent of the holders of the Qualifying Capital
Securities, amend the definition of APM Qualifying Securities to eliminate
Common Stock or Qualifying Warrants (but not both) from the definition if, after
the issue date, an accounting standard or 

       


         

        
          
            10

          

          
            
            

            
            

          

          
            
            

          

        

      

      interpretive
guidance relating to an existing accounting standard issued by an organization
or regulator that has responsibility for establishing or interpreting accounting
standards followed by the Corporation becomes effective or applicable to the
Corporation such that, or the Corporation has been otherwise advised in writing
by a nationally recognized independent accounting firm that, there is more than
an insubstantial risk that the failure to eliminate Common Stock or Qualifying
Warrants from the definition of APM Qualifying Securities would result in a
reduction in the Corporation’s EPS.

       

      (ii)           if
the APM Qualifying Securities for any Alternative Payment Mechanism or Mandatory
Trigger Provision includes Mandatorily Convertible Preferred Stock and Common
Stock and/or Qualifying Preferred Stock,

       

      
        	
                 
      

              	
                (A)

              	
                such
      Alternative Payment Mechanism or Mandatory Trigger Provision may permit,
      but need not require, the Corporation to issue Mandatorily Convertible
      Preferred Stock; and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      Corporation may, without the consent of the holders of the Qualifying
      Capital Securities, amend the definition of APM Qualifying Securities to
      eliminate Mandatorily Convertible Preferred Stock from the definition if,
      after the issue date, an accounting standard or interpretive guidance
      relating to an existing accounting standard issued by an organization or
      regulator that has responsibility for establishing or interpreting
      accounting standards followed by the Corporation becomes effective or
      applicable to the Corporation such that, or the Corporation has been
      otherwise advised in writing by a nationally recognized independent
      accounting firm that, there is more than an insubstantial risk that the
      failure to eliminate Mandatorily Convertible Preferred Stock from the
      definition of APM Qualifying Securities would result in a reduction in the
      Corporation’s EPS.

              


      

       

      “Applicable Percentage”
means:

       

      (a)           with
respect to Common Stock, Rights to acquire Common Stock and Mandatorily
Convertible Preferred Stock, 200% prior to the Stepdown Date and 400% on or
after the Stepdown Date;

       

      (b)           (i)
with respect to Qualifying Capital Securities described in clause (a) of the
definition of that term, 100% prior to the Stepdown Date and 200% on or after
the Stepdown Date, and (ii) with respect to Qualifying Capital Securities
described in clause (b) of the definition of that term, 100%; and

       

      (c)           with
respect to Debt Exchangeable for Equity, 150% prior to the Stepdown Date and
300% on or after the Stepdown Date.

       

      “Bankruptcy Claim Limitation
Provision” means, with respect to any Qualifying Capital Securities that
have an Alternative Payment Mechanism or a Mandatory Trigger Provision,
provisions that, upon any liquidation, dissolution, winding up or reorganization
or in connection with any insolvency, receivership or proceeding under any
bankruptcy law with respect to the issuer, limit the claim of the holders of
such Qualifying Capital Securities to Distributions that 

       

       


         

        
          
            11

          

          
            
            

            
            

          

          
            
            

          

        

      

      accumulate
during (a) any deferral period, in the case of Qualifying Capital Securities
that have an Alternative Payment Mechanism or (b) any period in which the issuer
fails to satisfy one or more financial tests set forth in the terms of such
securities or related transaction agreements, in the case of Qualifying Capital
Securities having a Mandatory Trigger Provision, to:

       

      (i)           in
the case of Qualifying Capital Securities having an Alternative Payment
Mechanism or Mandatory Trigger Provision with respect to which the APM
Qualifying Securities do not include Qualifying Preferred Stock or Mandatorily
Convertible Preferred Stock, 25% of the stated or principal amount of such
Qualifying Capital Securities then outstanding; and

       

      (ii)           in
the case of any other Qualifying Capital Securities, an amount not in excess of
the sum of (x) the amount of accumulated and unpaid Distributions (including
compounded amounts) that relate to the earliest two years of the portion of the
deferral period for which Distributions have not been paid and (y) an amount
equal to the excess, if any, of the Preferred Cap over the aggregate amount of
net proceeds from the sale of Qualifying Preferred Stock or Mandatorily
Convertible Preferred Stock that the issuer has applied to pay such
Distributions pursuant to the Alternative Payment Mechanism or the Mandatory
Trigger Provision, provided that the holders of such Qualifying Capital
Securities are deemed to agree that, to the extent the claim for deferred
Distributions exceeds the amount set forth in subclause (x), the amount they
receive in respect of such excess shall not exceed the amount they would have
received had the claim for such excess ranked pari passu with the interests
of the holders, if any, of Qualifying Preferred Stock or Mandatorily Convertible
Preferred Stock.

       

      “Base Indenture” has the
meaning specified in Recital A.

       

      “Board of Directors” means
the Board of Directors of the Corporation or a duly constituted committee
thereof.

       

      “Business combination” has
the meaning given such term in the definition of Alternative Payment
Mechanism.

       

      “Business Day” means each day
other than (i) a Saturday or Sunday or (ii) a day on which banking institutions
in The City of New York or the Federal Reserve System are authorized or
obligated by law, regulation or executive order to close.

       

      “Commercially Reasonable Efforts”
means, for purposes of selling APM Qualifying Securities, commercially
reasonable efforts to complete the offer and sale of APM Qualifying Securities
to third parties that are not the Corporation or any of its Subsidiaries in
public offerings or private placements. The issuer of APM Qualifying Securities
shall not be considered to have made Commercially Reasonable Efforts to effect a
sale of APM Qualifying Securities if it determines not to pursue or complete
such sale due to pricing, coupon, dividend rate or dilution
considerations.

       

      “Commission” means the United
States Securities and Exchange Commission.

       

      “Common Cap” has the meaning
specified in the definition of Alternative Payment Mechanism.

       

      “Common Equity Units” means a
security or combination of securities that:

       

      (a)           gives
the holders (i) a beneficial interest in a fixed income security of the


       


         

        
          
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      Corporation
(including a debt security, a trust preferred security of a subsidiary trust or
preferred stock) and (ii) a beneficial interest in a stock purchase
contract;

       

      (b)           includes
a remarketing feature pursuant to which the fixed income security is required to
be remarketed to new investors within four years from the date of issuance of
the security; and

       

      (c)           provides
for the proceeds raised in the remarketing to be used to purchase Common Stock
pursuant to the stock purchase contract for a determinable number of shares or
within a range established at the time of issuance of the Common Equity Units,
in each case subject to customary anti-dilution or similar
adjustments.

       

      “Common Stock” means (i) any
equity securities of the Corporation (including equity securities held as
treasury shares and equity securities, if any, sold pursuant to a dividend
reinvestment plan, any direct stock purchase plan or director or employee
benefit plan) that have no preference in the payment of dividends or amounts
payable upon the liquidation, dissolution or winding up of the Corporation
(including any security that tracks the performance of, or relates to the
results of, a business, unit or division of the Corporation), and (ii) any other
securities that have no preference in the payment of dividends or amounts
payable upon the liquidation, dissolution or winding up of the Corporation, and
are issued in exchange for securities described in (i) above in connection with
a merger, consolidation, binding share exchange, business combination,
recapitalization or other similar event.

       

      “Corporation” has the meaning
specified in the introduction to this instrument.

       

      “Covered Debt” means (i) at
the date of this Replacement Capital Covenant and continuing to but not
including the first Redesignation Date, the Initial Covered Debt, and (ii)
thereafter, commencing with each Redesignation Date and continuing to but not
including the next succeeding Redesignation Date, the Eligible Debt identified
pursuant to Section 3(b) as the Covered Debt for such period.

       

      “Covered Debtholder” means
each Person (whether a Holder or a beneficial owner holding through a
participant in a clearing agency) that buys, holds or sells long-term
indebtedness for money borrowed of the Corporation during the period that such
long-term indebtedness for money borrowed is the Covered Debt, provided that a
Person who has sold all its right, title and interest in the Covered Debt shall
cease to be a Covered Debtholder at the time of such sale if, at such time, the
Corporation has not breached or repudiated, or threatened to breach or
repudiate, its obligations hereunder.

       

      “Debt Exchangeable for Equity ”
means Common Equity Units or Debt Exchangeable for Preferred
Equity.

       

      “Debt Exchangeable for Preferred
Equity” means a security or combination of securities (together in this
definition, “such securities”) that:

       

      (a) gives the
holder a beneficial interest in (i) subordinated debt securities of the
Corporation (in this definition, the “issuer”), permitting the issuer to defer
Distributions in whole or in part on such securities for one or more
Distribution Periods of up to at least seven years without any remedies other
than Permitted Remedies and that are the most junior subordinated debt of the
issuer (or rank pari passu
with the most junior subordinated debt of the issuer) (in this
definition, “subordinated debt”) and (ii) a fractional interest in a stock
purchase contract for a share or shares of Qualifying Preferred Stock of the
Corporation that ranks pari


        

         

        
          
            13

          

          
            
            

            
            

          

          
            
            

          

        

      

       

      passu with or junior to
all other
preferred stock of the Corporation (in this definition, “preferred
stock”);

       

      (b) provides
that the holders directly or indirectly grant to the Corporation a security
interest in such subordinated debt and their proceeds (including any substitute
collateral permitted under the transaction documents) to secure the holders’
direct or indirect obligation to purchase preferred stock of the Corporation
pursuant to such stock purchase contracts;

       

      (c) includes
a remarketing feature pursuant to which the subordinated debt of the Corporation
is remarketed to new investors commencing not later than the first Distribution
Date that is at least five years after the date of issuance of such securities
or earlier in the event of an early settlement event based on: (i) the
dissolution of the issuer of such securities or (ii) one or more financial tests
set forth in the terms of the instrument governing such securities;

       

      (d) provides
for the proceeds raised in the remarketing of the subordinated debt to be used
to purchase preferred stock of the Corporation under the stock purchase
contracts and, if there has not been a successful remarketing by the first
Distribution Date that is six years after the date of issuance of such
securities, provides that the stock purchase contracts will be settled by the
Corporation exercising its remedies as a secured party with respect to its
subordinated debt or other collateral directly or indirectly pledged by the
holders of such securities;

       

      (e) is
subject to an Explicit Replacement Covenant that will apply to such securities
and preferred stock of the Corporation, and will not include Debt Exchangeable
for Equity as a Replacement Capital Security; and

       

      (f)           if
applicable, after the issuance of such preferred stock of the Corporation,
provides the holders of such securities with a beneficial interest in such
preferred stock of the Corporation.

       

      “Defeasance” has the meaning
specified in Section 2.

       

      “Distribution Date” means, as
to any security or combination of securities, the dates on which periodic
Distributions on such securities are scheduled to be made.

       

      “Distribution Period” means,
as to any security or combination of securities, each period from and including
a Distribution Date (or from and including the date of issuance with respect to
the period prior to the initial Distribution Date) for such securities to but
not including the next succeeding Distribution Date for such
securities.

       

      “Distributions” means, as to
a security or combination of securities, dividends, interest payments or other
income distributions to the holders thereof that are not Subsidiaries of the
Corporation.

       

      “Eligible Debt” means, at any
time, Eligible Subordinated Debt or, if no Eligible Subordinated Debt is then
outstanding, Eligible Senior Debt. The Notes shall not be considered “Eligible
Debt” for purposes of this Replacement Capital Covenant.

       

      “Eligible Proceeds” has the
meaning specified in the definition of Alternative Payment
Mechanism.

       

      “Eligible Senior Debt” means,
at any time in respect of any issuer, each series of the issuer’s then
outstanding unsecured long-term indebtedness for money borrowed that (i) upon a
bankruptcy, liquidation, dissolution or winding up of the issuer, ranks most
senior among the 

       


         

        
          
            14

          

          
            
            

            
            

          

          
            
            

          

        

      

       

      issuer’s
then outstanding classes of unsecured indebtedness for money borrowed, (ii) is
then assigned a rating by at least one NRSRO (provided that this clause (ii)
shall apply on a Redesignation Date only if on such date the issuer has
outstanding senior long-term indebtedness for money borrowed that satisfies the
requirements of clauses (i), (iii) and (iv) that is then assigned a rating by at
least one NRSRO), (iii) has an outstanding principal amount of not less than
$100,000,000, and (iv) was issued through or with the assistance of a commercial
or investment banking firm or firms acting as underwriters, initial purchasers
or placement or distribution agents. For purposes of this definition as applied
to securities with a CUSIP number, each issuance of long-term indebtedness for
money borrowed that has (or, if such indebtedness is held by a trust or other
intermediate entity established directly or indirectly by the issuer, the
securities of such intermediate entity that have) a separate CUSIP number shall
be deemed to be a series of the issuer’s long-term indebtedness for money
borrowed that is separate from each other series of such
indebtedness.

       

      “Eligible Subordinated Debt”
means, at any time in respect of any issuer, each series of the issuer’s
then outstanding unsecured long-term indebtedness for money borrowed that (i)
upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks
senior to the Notes and subordinate to the issuer’s then outstanding series of
unsecured indebtedness for money borrowed that ranks most senior, (ii) is then
assigned a rating by at least one NRSRO (provided that this clause (ii) shall
apply on a Redesignation Date only if on such date the issuer has outstanding
subordinated long-term indebtedness for money borrowed that satisfies the
requirements of clauses (i), (iii) and (iv) that is then assigned a rating by at
least one NRSRO), (iii) has an outstanding principal amount of not less than
$100,000,000, and (iv) was issued through or with the assistance of a commercial
or investment banking firm or firms acting as underwriters, initial purchasers
or placement or distribution agents. For purposes of this definition as applied
to securities with a CUSIP number, each issuance of long-term indebtedness for
money borrowed that has (or, if such indebtedness is held by a trust or other
intermediate entity established directly or indirectly by the issuer, the
securities of such intermediate entity have) a separate CUSIP number shall be
deemed to be a series of the issuer’s long-term indebtedness for money borrowed
that is separate from each other series of such indebtedness.

       

      “EPS” means earnings per
share as calculated in accordance with generally accepted accounting principles
in the United States or IFRS, if then applicable to the
Corporation.

       

      “Explicit Replacement Covenant”
means, as to any security or combination of securities, (i) a covenant
substantially similar to this Replacement Capital Covenant or (ii) a replacement
capital covenant that the Board of Directors, acting in good faith and in its
reasonable discretion and reasonably construing the definitions and other terms
of this Replacement Capital Covenant, has determined operates to the effect that
the issuer will redeem, defease or purchase such securities, and any
Subsidiaries of the issuer will purchase such securities, only if and to the
extent that the applicable percentage of the amount raised within the 180-day
period preceding the applicable redemption, defeasance or purchase date by
issuing specified replacement capital securities having terms and provisions at
the time of redemption, defeasance or purchase that are as much or more
equity-like than the securities then being redeemed, defeased or purchased, is
at least equal to the principal amount of the securities being defeased or the
applicable redemption or purchase price, provided that the board of directors of
the issuer has determined that such covenant is binding on the issuer for the
benefit of one or more series of the long-term 

       


         

        
          
            15

          

          
            
            

            
            

          

          
            
            

          

        

      

       

      indebtedness
for money borrowed of the issuer (or an affiliate of the issuer, if the covenant
so provides) to the same extent as this Replacement Capital Covenant is binding
on the Corporation for the benefit of the Holders of the Initial Covered
Debt.

       

      “First Supplemental Indenture”
has the meaning specified in Recital A.

       

      “Form 8-K” means a Current
Report on Form 8-K filed with the Commission under the Securities Exchange Act,
and any successor report.

       

      “Form 10-K” means an Annual
Report on Form 10-K filed with the Commission under the Securities Exchange Act,
and any successor report.

       

      “Form 10-Q” means a Quarterly
Report on Form 10-Q filed with the Commission under the Securities Exchange Act,
and any successor report.

       

      “Holder” means, as to the
Covered Debt then in effect, each holder of such Covered Debt as reflected on
the securities register maintained by or on behalf of the Corporation with
respect to such Covered Debt.

       

      “IFRS” has the meaning
specified in Section 4(b).

       

      “Initial Covered Debt” means
the $250,000,000 principal amount Medium Term Notes issued by the Corporation on
March 12, 2008 (CUSIP No. 80589MAB8), scheduled to mature on April 1,
2020.

       

      “Intent-Based Replacement
Disclosure” means, as to any security or combination of securities
issued, directly or indirectly, that the issuer has publicly stated its
intention, either in the prospectus or other offering or purchase document under
which such security or combination of securities were initially offered for sale
or in filings with the Commission made by the issuer or an affiliate under the
Securities Exchange Act prior to or contemporaneously with the issuance of such
securities, that the issuer will redeem, purchase or defease or its Subsidiaries
will purchase, such securities only with the Applicable Percentage of the
amounts raised within the 180-day period preceding the applicable redemption,
purchase or defeasance date from the issuance of specified replacement capital
securities that have terms and provisions at the time of redemption, defeasance
or purchase that are as much or more equity like than the securities then being
redeemed, defeased or purchased.

       

      “Investor Screen” has the
meaning specified in Section 3(d).

       

      “Mandatorily Convertible Preferred
Stock” means cumulative preferred stock or Non-Cumulative Preferred Stock
of the Corporation with (a) no prepayment obligation on the part of the issuer
thereof, whether at the election of the holders or otherwise, and (b) a
requirement that the preferred stock convert into Common Stock of the issuer
within three years from the date of its issuance for a determinable number of
shares or within a range established at the time of issuance of the cumulative
preferred stock or the Non-Cumulative Preferred Stock, subject to customary
anti-dilution or similar adjustments.

       

      “Mandatory Trigger Provision”
means, as to any security or combination of securities, provisions in the
terms thereof or in the related transaction agreements that (A) require, or at
its option in the case of perpetual Non-Cumulative Preferred Stock permit, the
issuer of such security or combination of securities to make payment of
Distributions on such securities within two years after a failure to satisfy one
or more financial tests set forth in the terms of such securities or related
transaction agreements only if payment of such Distributions during that


       


         

        
          
            16

          

          
            
            

            
            

          

          
            
            

          

        

      

      two-year
period is made in connection with the issuance and sale of APM Qualifying
Securities (for the avoidance of doubt, payment of such Distributions with cash
from any source other than APM Qualifying Securities is not permitted during
such two-year period immediately following the failure of the issuer to satisfy
such financial test(s)), such payment to be in an amount not exceeding the
amount of the net proceeds of such sale at least equal to the amount of unpaid
Distributions on such securities (including without limitation all deferred and
accumulated amounts) and in either case requires the application of the net
proceeds of such sale to pay such unpaid Distributions; provided that (i) such
Mandatory Trigger Provision shall limit the issuance and sale of Common Stock
and Qualifying Warrants the proceeds of which may be applied to pay such
Distributions pursuant to such provision to the Common Cap, unless the Mandatory
Trigger Provision requires such issuance and sale within one year of such
failure, and (ii) the amount of Qualifying Preferred Stock and still outstanding
Mandatorily Convertible Preferred Stock the net proceeds of which the issuer may
apply to pay such Distributions pursuant to such provision may not exceed the
Preferred Cap, (B) in the case of securities other than perpetual Non-Cumulative
Preferred Stock, prohibit the issuer from purchasing any APM Qualifying
Securities, or any securities that rank pari passu with or junior to
APM Qualifying Securities, the proceeds of which were used to settle deferred
interest during the relevant deferral period, prior to the date six months after
the issuer applies the net proceeds of the sales described in clause (A) to pay
such unpaid Distributions in full, (C) in the case of securities other than
perpetual Non-Cumulative Preferred Stock, include a Bankruptcy Claim Limitation
Provision and (D) if deferral of Distributions continues for more than one year
(or such shorter period as may be provided for in the terms of such securities),
prohibit the issuer of such securities from redeeming or purchasing any of its
securities ranking upon the liquidation, dissolution or winding up of the issuer
junior to or pari passu
with any APM Qualifying Securities the proceeds of which were used to settle
deferred Distributions during the relevant deferral period until at least one
year after all deferred Distributions have been paid. For purposes of this
definition of Mandatory Trigger Provision, (i) the issuer will not be obligated
to issue (or use Commercially Reasonable Efforts to issue) any such APM
Qualifying Securities for so long as a Market Disruption Event has occurred and
is continuing; (ii) if, due to a Market Disruption Event or otherwise, the
issuer is able to raise and apply some, but not all, of the eligible proceeds
necessary to pay all deferred
Distributions on any Distribution Date, the issuer will apply an amount equal to
any available eligible proceeds to pay accrued and unpaid Distributions on the
applicable Distribution Date in chronological order subject to the Common Cap,
the Preferred Cap and the Share Cap (if any), as applicable; and (iii) if the
issuer has outstanding more than one class or series of securities under which
it is obligated to sell a type of any such APM Qualifying Securities and applies
some part of the proceeds to the payment of deferred Distributions, then on any
date and for any period the amount of net proceeds received by the issuer from
those sales and available for payment of deferred Distributions on such
securities shall be applied to such securities on a pro rata basis up to the
Common Cap, the Preferred Cap and the Share Cap (if any), as applicable, in
proportion to the total amounts of deferred Distributions that are due on such
securities. No remedy other than Permitted Remedies will arise by the terms of
such securities or related transaction agreements in favor of the holders of
such securities as a result of the issuer’s failure to pay Distributions because
of the Mandatory Trigger Provision or as a result of the issuer’s exercise of
its right under an Optional Deferral Provision until Distributions have been
deferred for one or more Distribution Periods that total together at least ten
years.

       

         

        
          
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      “Market Disruption Event”
means the occurrence or existence of any of the following events or sets
of circumstances:

       

      (a) trading
in securities generally, or in the securities of the issuer (or any affiliate of
the issuer that may issue securities in settlement of an Alternative Payment
Mechanism) specifically, on The New York Stock Exchange or any other national
securities exchange or over-the-counter market on which such securities are then
listed or traded shall have been suspended or the settlement of such trading
generally shall have been materially disrupted or minimum prices shall have been
established on any such exchange or market by the Commission, by the relevant
exchange or by any other regulatory body or governmental body having
jurisdiction, and the establishment of such minimum prices materially disrupts
or otherwise has a material adverse effect on trading in, or the issuance and
sale of, such securities;

       

      (b) the
issuer (or an affiliate as specified in clause (a) of this defined term) would
be required to obtain the consent or approval of its shareholders (or the
shareholders of an affiliate as specified in said clause (a)) or a regulatory
body (including, without limitation, any securities exchange) or governmental
authority to issue APM Qualifying Securities or Qualifying Capital Securities
and the issuer (or an affiliate as specified in said clause (a)) fails to obtain
that consent or approval notwithstanding the commercially reasonable efforts of
the issuer (or an affiliate as specified in said clause (a)) to obtain that
consent or approval or a regulatory authority instructs the issuer (or an
affiliate as specified in said clause (a)) not to sell or offer for sale such
securities;

       

      (c) a banking
moratorium shall have been declared by the federal or state authorities of the
United States and such moratorium materially disrupts or otherwise has a
material adverse effect on trading in, or the issuance and sale of, APM
Qualifying Securities;

       

      (d) a
material disruption shall have occurred in commercial banking or securities
settlement or clearance services in the United States and such disruption
materially disrupts or otherwise has a material adverse effect on trading in, or
the issuance and sale of, APM Qualifying Securities;

       

      (e) the
United States shall have become engaged in hostilities, there shall have been an
escalation in hostilities involving the United States, there shall have been a
declaration of a national emergency or war by the United States or there shall
have occurred any other national or international calamity or crisis and such
event materially disrupts or otherwise has a material adverse effect on trading
in, or the issuance and sale of, APM Qualifying Securities;

       

      (f) there
shall have occurred such a material adverse change in general domestic or
international economic, political or financial conditions, including without
limitation as a result of terrorist activities, and such change materially
disrupts or otherwise has a material adverse effect on trading in, or the
issuance and sale of, APM Qualifying Securities;

       

      (g) an event
occurs and is continuing as a result of which the offering document for the
offer and sale of the APM Qualifying Securities or Qualifying Capital Securities
would, in the reasonable judgment of the issuer (or an affiliate as specified in
clause (a) of this defined term), contain an untrue statement of a material fact
or omit to state a material fact required to be stated in that offering document
or necessary to make the statements in that offering document not misleading and
either (i) the disclosure of that event at such time, in the reasonable judgment
of the issuer (or an affiliate as specified in said clause (a)), would have a


       


         

        
          
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      material
adverse effect on the business of the issuer (or an affiliate as specified in
said clause (a)) or (ii) the disclosure relates to a previously undisclosed
proposed or pending material business transaction, the disclosure of which would
impede the ability of the issuer or any affiliate to consummate that
transaction, provided that no single suspension period contemplated by this
clause (g) shall exceed 90 consecutive days and multiple suspension periods
contemplated by this clause (g) shall not exceed an aggregate of 180 days in any
360-day period; or

       

      (h) the
issuer (or an affiliate as specified in clause (a) of this defined term)
reasonably believes, for reasons other than those referred to in paragraph (g)
above, that the offering document for such offer and sale of APM Qualifying
Securities would not be in compliance with a rule or regulation of the
Commission and the issuer (or an affiliate as specified in said clause (a)) is
unable to comply with such rule or regulation or such compliance is unduly
burdensome, provided that no single suspension period contemplated by this
clause (h) shall exceed 90 consecutive days and multiple suspension periods
contemplated by this clause (h) shall not exceed an aggregate of 180 days in any
360-day period.

       

      The
definition of “Market Disruption Event” or similar words as used in any
securities or combination of securities that constitute Replacement Capital
Securities may include less than all of the
numbered clauses specified above in this definition, as determined by the issuer
thereof at the time of issuance of such securities and, in the case of numbered
clauses (i), (ii), (iii) and (iv) in this definition, as applicable to a
circumstance where the issuer would otherwise endeavor to issue preferred stock,
shall be limited to circumstances affecting markets in which the issuer’s
preferred stock trades or in which a listing for its trading is being
sought.

       

      “Market Value” means, on any
date, the closing sale price per share of Common Stock (or if no closing sale
price is reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and the average ask prices) on that
date as reported in composite transactions by The New York Stock Exchange or, if
the Common Stock is not then listed on The New York Stock Exchange, as reported
by the principal U.S. securities exchange on which the Common Stock is traded or
quoted; if the Common Stock is not either listed or quoted on any U.S.
securities exchange on the relevant date, the Market Value will be the average
of the mid-point of the bid and ask prices for the Common Stock on the relevant
date submitted by at least three nationally recognized independent investment
banking firms selected by the Corporation for this purpose.

       

      “Measurement Period” means,
with respect to any redemption, purchase or defeasance of Notes, the period (i)
beginning on the date that is 180 days prior to the date of delivery of notice
of such redemption (such date of delivery, the “notice date”) or the date of
such purchase or defeasance and (ii) ending on such notice date or the date of
such purchase or defeasance. Measurement Periods cannot run
concurrently.

       

      “Most Junior Subordinated Debt”
means debt securities of the Corporation that rank upon the Corporation’s
liquidation, dissolution or winding-up junior to all of the Corporation’s other
long-term indebtedness for money borrowed (other than the Corporation’s
long-term indebtedness for money borrowed from time to time outstanding that by
its terms ranks pari passu
with such securities) and pari passu with the claims of
the issuer’s trade creditors. As of the date hereof, the term “Most Junior
Subordinated Debt” shall include the Notes.

       

      “Non-Cumulative” means, with
respect to any securities, that the issuer thereof may 

       


         

        
          
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      elect not
to make any number of periodic Distributions without any remedy arising under
the terms of the securities or related transaction agreements in favor of the
holders of such securities as a result of such issuer’s failure to pay
Distributions, other than one or more Permitted Remedies. Securities that
include an Alternative Payment Mechanism shall also be deemed to be
Non-Cumulative for all purposes of this Replacement Capital Covenant except in
the definition of “Non-Cumulative Preferred Stock.”

       

      “Non-Cumulative Preferred Stock”
means preferred or preference stock which is Non-Cumulative.

       

      “Notes” has the meaning
specified in Recital A.

       

      “NRSRO” means a nationally
recognized statistical rating organization within the meaning of Section
3(a)(62) of the Securities Exchange Act.

       

      “Optional Deferral Provision”
means, as to any security or combination of securities, a provision in
the terms thereof or of the related transaction agreements, to the effect that
the issuer thereof may, in its sole discretion, defer in whole or in part
payment of Distributions on such securities for one or more consecutive
Distribution Periods of up to ten years without any remedy other than Permitted
Remedies as a result of such issuer’s failure to pay Distributions.

       

      “Permitted Remedies” means,
as to any security or combination of securities, any one or more of (i) rights
in favor of the holders thereof permitting such holders to elect one or more
directors of the issuer or its direct or indirect parent company (including any
such rights required by the listing requirements of any stock or securities
exchange on which such securities may be listed or traded), (ii) complete or
partial prohibitions on the issuer paying Distributions on or repurchasing
Common Stock or other securities that rank pari passu with or junior as
to Distributions to such securities for so long as Distributions on such
securities, including deferred Distributions, have not been paid in full or to
such lesser extent as may be specified in the terms of such securities or any
related transaction agreements, and (iii) provisions obligating the issuer to
cause such unpaid Distributions to be paid in full pursuant to an Alternative
Payment Mechanism.

       

      “Person” means any
individual, corporation, partnership, joint venture, trust, limited liability
company or other legal entity, unincorporated organization or government or any
agency or political subdivision thereof.

       

      “Preferred Cap” has the
meaning specified in the definition of Alternative Payment
Mechanism.

       

      “Prospectus Supplement” has
the meaning specified in Recital B.

       

      “Purchase Restriction” has
the meaning specified in the definition of Alternative Payment
Mechanism.

       

      “Qualifying Capital Securities”
means securities (other than Common Stock, Rights to acquire Common
Stock, Mandatorily Convertible Preferred Stock and Debt Exchangeable for Equity)
that rank pari passu
with or junior to the Most Junior Subordinated Debt of the Corporation
upon its liquidation, dissolution or winding up and, in the determination of the
Board of Directors reasonably construing the definitions and other terms of this
Replacement Capital Covenant, meet one of the following criteria:

       

      (a)           in
connection with any redemption, defeasance or purchase of the Notes on or


       


         

        
          
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      prior to
the Stepdown Date:

       

      (i)           securities
issued by the Corporation or any of its Subsidiaries that (A) have no maturity
or a maturity of at least 55 years and (B) either (1) are subject to an Explicit
Replacement Covenant and are Non-Cumulative or (2) have a Mandatory Trigger
Provision and an Optional Deferral Provision and are subject to Intent-Based
Replacement Disclosure;

       

      (ii)                      securities
issued by the Corporation or any of its Subsidiaries that (A) have no maturity
or a maturity of at least 35 years, (B) are subject to an Explicit Replacement
Covenant, (C) have an Optional Deferral Provision and (D) have a Mandatory
Trigger Provision;

       

      (iii)           securities
issued by the Corporation or any of its Subsidiaries that (A) have no maturity
or a maturity of at least 55 years, (B) are subject to an Explicit Replacement
Covenant and (C) have an Optional Deferral Provision;

       

      (iv)           securities
issued by the Corporation or any of its Subsidiaries that (A) have no
maturity or a maturity of at least 55 years and (B) are subject to Intent-Based
Replacement Disclosure and (C) are Non-Cumulative;

       

      (v)           securities
issued by the Corporation or any of its Subsidiaries that (A) have no maturity
or a maturity of at least 55 years, (B) have an Optional Deferral Provision and
(C) have a Mandatory Trigger Provision;

       

      (vi)           securities
issued by the Corporation or any of its Subsidiaries that (A) have no maturity
or a maturity of at least 35 years, (B) are subject to an Explicit Replacement
Covenant and (C) are Non-Cumulative;

       

      (vii)           securities
issued by the Corporation or any of its Subsidiaries that (A) either (1) have no
maturity or a maturity of at least 35 years and are subject to Intent-Based
Replacement Disclosure or (2) have no maturity or a maturity of at least 25
years and are subject to an Explicit Replacement Covenant, (B) have an Optional
Deferral Provision and (C) have a Mandatory Trigger Provision; or

       

      (viii)           any
other preferred stock issued by the Corporation that (A) has no prepayment
obligation on the part of the issuer thereof, whether at the election of the
holders or otherwise, (B) has no maturity or a maturity of at least 55 years and
(C) is subject to an Explicit Replacement Covenant; or

       

      (b)           in
connection with any redemption, defeasance or purchase of the Notes after the
Stepdown Date:

       

      (i)           all
securities described under clause (a) of this definition;

       

      (ii)           securities
issued by the Corporation or any of its Subsidiaries that (A) have no maturity
or a maturity of at least 55 years, (B) are subject to Intent-Based Replacement
Disclosure and (C) have an Optional Deferral Provision;

       

      (iii)           securities
issued by the Corporation or any of its Subsidiaries that (A) have no maturity
or a maturity of at least 35 years, (B) are subject to an Explicit Replacement
Covenant and (C) have an Optional Deferral Provision;

       

      (iv)           securities
issued by the Corporation or any of its Subsidiaries that (A) either (1) have no
maturity or a maturity of at least 35 years and are subject to Intent-Based
Replacement Disclosure or (2) have no maturity or a maturity of at least 25
years and are subject to an Explicit Replacement Covenant and (B) are
Non-Cumulative;

       

      (v)           securities
issued by the Corporation or any of its Subsidiaries that (A) have no maturity
or a maturity of at least 25 years, (B) are subject to Intent-Based Replacement
Disclosure, (C) have an Optional Deferral Provision and (D) have a Mandatory
Trigger Provision; or

       

      (vi)           any
other preferred stock issued by the Corporation that (A) has no prepayment
obligation on the part of the issuer thereof, whether at the election of the
holders or otherwise and (B) either (1) has no maturity or a maturity of at
least 55 years and is subject to Intent-Based Replacement Disclosure or (2) has
no maturity or a maturity of at least 35 years and is subject to an Explicit
Replacement Covenant.

      
         

        
          
          

          
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      “Qualifying Preferred Stock”
means Non-Cumulative Preferred Stock of the Corporation that (i) ranks
pari passu with or junior to other preferred stock of the issuer, (ii) is
perpetual with no prepayment obligation on the part of the issuer thereof,
whether at the election of the holders or otherwise, and (iii) either (A) is
subject to an Explicit Replacement Capital Covenant or (B) is subject to
Intent-Based Replacement Disclosure and has a provision that prohibits the
issuer thereof from paying any dividends thereon upon its failure to satisfy one
or more financial tests set forth in the terms of such securities or related
transaction agreements.

       

      “Qualifying Warrants” means
net share settled warrants to purchase Common Stock that have an exercise price
at the date the issuer agrees to issue such warrants that is greater than the
current Market Value of the issuer’s Common Stock as of their date of issuance,
and do not entitle the issuer to redeem such warrants for cash and the holders
of such warrants are not entitled to require the issuer to repurchase such
warrants for cash in any circumstance; provided that the issuer states in the
prospectus or other offering or purchase document for any Qualifying Capital
Securities that include an Alternative Payment Mechanism or Mandatory Trigger
Provision its intention that any Qualifying Warrants issued in accordance with
such Alternative Payment Mechanism or Mandatory Trigger Provision will have
exercise prices at least 10% above the current Market Value of the issuer’s
Common Stock on the date of issuance of such Qualifying Warrants.

       

      “Redesignation Date” means,
as to the then effective Covered Debt, the earliest of (i) the date that is two
years prior to the final maturity date of such Covered Debt, (ii) if the issuer
elects to redeem or defease, or the Corporation or a majority owned Subsidiary
of the Corporation elects to purchase, such Covered Debt either in whole or in
part with the consequence that after giving effect to such redemption,
defeasance or purchase the outstanding principal amount of such Covered Debt is
less than $100,000,000, the applicable redemption, defeasance or purchase date
and (iii) if the then outstanding Covered Debt is not Eligible Subordinated
Debt, the date on which the Corporation issues long-term indebtedness for money
borrowed that is Eligible Subordinated Debt.

       

      “Replacement Capital Covenant”
has the meaning specified in the introduction to this
instrument.

       

       

       

         

        
          
            22

          

          
            
            

            
            

          

          
            
            

          

        

      

      “Replacement Capital Securities”
means (i) Common Stock and/or (ii) securities that constitute one or more
of the following (as determined by the Board of Directors reasonably construing
the definitions and other terms of this Replacement Capital
Covenant):

       

      (a)           Rights
to acquire Common Stock;

       

      (b) Debt
Exchangeable for Equity

       

      (c) Mandatorily
Convertible Preferred Stock; and

       

      (d) Qualifying
Capital Securities.

       

      “Rights to acquire Common Stock”
includes any right to acquire Common Stock, including any right to
acquire Common Stock pursuant to a stock purchase plan or employee benefit plan.
Rights to acquire Common Stock shall include Qualifying Warrants.

       

      “Securities Exchange Act”
means the Securities Exchange Act of 1934, as amended.

       

      “Share Cap” has the meaning
specified in the definition of Alternative Payment Mechanism.

       

      “Stepdown Date” means the
earliest to occur of either (i) the date that is 50 years prior to the maturity
date of the Notes, as such maturity date of the Notes is extended pursuant to
the First Supplemental Indenture or (ii) the date of initial application to the
Notes by an NRSRO of a new methodology for assigning equity credit to the Notes
implemented subsequent to the date hereof that results in a reduction in the
equity credit ascribed to the Notes by such NRSRO on the date of initial
issuance of the Notes.

       

      “Subsidiary” means, at any
time, any Person the shares of stock or other ownership interests of which
having ordinary voting power to elect a majority of the board of directors or
other managers of such Person are at the time owned, or the management or
policies of which are otherwise at the time controlled, directly or indirectly
through one or more intermediaries (including other Subsidiaries) or both, by
another Person.

       

      “Termination Date” has the
meaning specified in Section 4(a).

       

      “Trustee” has the meaning
specified in Recital A.

       

      



       

      
        
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