exh4-04.htm


    Exhibit
4.04

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    SCANA
CORPORATION

     

    AND

     

    U.S. BANK
NATIONAL ASSOCIATION

     

    TRUSTEE

     

    JUNIOR
SUBORDINATED INDENTURE

     

    DATED AS
OF NOVEMBER 1, 2009

     

    JUNIOR
SUBORDINATED NOTES

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
         


      

      
         


        
        

      

      
         


      

    


    Reconciliation
and tie between

     

    Trust
Indenture Act of 1939 (the “Trust Indenture Act”)

     

    and
Indenture

     

    
      	
              Trust
      Indenture

              Act Section

            	
              Indenture

              Section

            
	
              Section
      310(a)(1)

            	
              7.9

            
	
              (a)(2)

            	
              7.9

            
	
              (a)(3)

            	
              Not
      applicable

            
	
              (a)(4)

            	
              Not
      applicable

            
	
              (a)(5)

            	
              7.9

            
	
              (b)

            	
              7.8,
      7.10

            
	
              Section
      311(a)

            	
              7.13

            
	
              (b)

            	
              5.4(a),
      7.13

            
	
              Section
      312(a)

            	
              5.1

            
	
              (b)

            	
              5.2

            
	
              (c)

            	
              5.2

            
	
              Section
      313(a)

            	
              5.4(a)

            
	
              (b)

            	
              5.4(a),
      5.4(b)

            
	
              (c)

            	
              5.4(c)

            
	
              (d)

            	
              5.4(d)

            
	
              Section
      314(a)

            	
              4.6,
      5.3

            
	
              (b)

            	
              Not
      applicable

            
	
              (c)(1)

            	
              2.1,
      12.5, 15.4

            
	
              (c)(2)

            	
              2.1,
      12.5, 15.4

            
	
              (c)(3)

            	
              Not
      applicable

            
	
              (d)

            	
              Not
      applicable

            
	
              (e)

            	
              2.1,
      15.4

            
	
              (f)

            	
              15.4

            
	
              Section
      315(a)

            	
              7.1,7.2

            
	
              (b)

            	
              6.7

            
	
              (c)

            	
              7.1

            
	
              (d)

            	
              7.1

            
	
              (d)(1)

            	
              7.1(a)

            
	
              (d)(2)

            	
              7.1(b)

            
	
              (d)(3)

            	
              7.1(c)

            
	
              (e)

            	
              6.8

            
	
              Section
      316(a) (last sentence)

            	
              8.4

            
	
              (a)(1)(A)

            	
              6.6

            
	
              (a)(1)(B)

            	
              6.6

            
	
              (a)(2)

            	
              Not
      applicable

            
	
              (b)

            	
              6.4

            
	
              (c)

            	
              Not
      applicable

            
	
              Section
      317(a)(1)

            	
              6.2,
      6.5

            
	
              (a)(2)

            	
              6.2

            
	
              (b)

            	
              4.4(a)

            
	
              Section
      318(a)

            	
              15.6

            


    

    _____________

    Note:
This reconciliation and tie shall not, for any purpose, be deemed to be part of
the Indenture

     

    



    
      
         


      

      
         


        
        

      

      
         


      

    


    TABLE
OF CONTENTS

    
      	 
      	
              Page

            
	
              ARTICLE
      I DEFINITIONS

            	
              1

            
	 
      	
              1.1

            	 
      	
              Certain
      Terms Defined

            	
              1

            
	
              ARTICLE
      II ISSUE, DESCRIPTION, EXECUTION, REGISTRATION OF TRANSFER AND
      EXCHANGE OF SECURITIES

            	
              11

            
	 
      	
              2.1

            	 
      	
              Amount,
      Series and Delivery of Securities

            	
              11

            
	 
      	
              2.2

            	 
      	
              Form
      of Securities and Trust’s Certification

            	
              15

            
	 
      	
              2.3

            	 
      	
              Denominations
      of and Payment of Interest on Securities

            	
              16

            
	 
      	
              2.4

            	 
      	
              Execution
      of Securities

            	
              16

            
	 
      	
              2.5

            	 
      	
              Registration,
      Transfer and Exchange of Securities

            	
              17

            
	 
      	
              2.6

            	 
      	
              Temporary
      Securities

            	
              18

            
	 
      	
              2.7

            	 
      	
              Mutilated,
      Destroyed, Lost or Stolen Securities

            	
              19

            
	 
      	
              2.8

            	 
      	
              Cancellation
      and Disposition of Surrendered Securities

            	
              19

            
	 
      	
              2.9

            	 
      	
              Authenticating
      Agents

            	
              20

            
	 
      	
              2.10

            	 
      	
              Deferrals
      of Interest Payment Dates

            	
              21

            
	 
      	
              2.11

            	 
      	
              Right
      of Set-Off

            	
              21

            
	 
      	
              2.12

            	 
      	
              Shortening
      or Extension of Stated Maturity

            	
              21

            
	 
      	
              2.13

            	 
      	
              Agreed
      Tax Treatment

            	
              21

            
	 
      	
              2.14

            	 
      	
              CUSIP
      and Other Numbers

            	
              21

            
	
              ARTICLE
      III REDEMPTION OF SECURITIES

            	
              21

            
	 
      	
              3.1

            	 
      	
              Applicability
      of Article

            	
              21

            
	 
      	
              3.2

            	 
      	
              Mailing
      of Notice of Redemption

            	
              22

            
	 
      	
              3.3

            	 
      	
              When
      Securities Called for Redemption Become Due and Payable

            	
              23

            
	
              ARTICLE
      IV PARTICULAR COVENANTS OF THE COMPANY

            	
              23

            
	 
      	
              4.1

            	 
      	
              Payment
      of Principal of and Interest on Securities

            	
              23

            
	 
      	
              4.2

            	 
      	
              Maintenance
      of Offices or Agencies for Registration of Transfer, Exchange and Payment
      of Securities

            	
              24

            


       

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

      	 
      	
              4.3

            	 
      	
              Appointment
      to Fill a Vacancy in the Office of Trustee

            	
              24

            
	 
      	
              4.4

            	 
      	
              Duties
      of Paying Agent

            	
              24

            
	 
      	
              4.5

            	 
      	
              Further
      Assurances

            	
              25

            
	 
      	
              4.6

            	 
      	
              Certificate
      as to Defaults; Notices of Certain Defaults

            	
              25

            
	 
      	
              4.7

            	 
      	
              Waiver
      of Covenants

            	
              25

            
	 
      	
              4.8

            	 
      	
              Additional
      Tax Sums

            	
              25

            
	 
      	
              4.9

            	 
      	
              Additional
      Covenants

            	
              26

            
	 
      	
              4.10

            	 
      	
              Calculation
      of Original Issue Discount

            	
              26

            
	
              ARTICLE
      V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
      TRUSTEE

            	
              27

            
	 
      	
              5.1

            	 
      	
              Company
      to Furnish Trustee Information as to the Names and Addresses of
      Securityholders

            	
              27

            
	 
      	
              5.2

            	 
      	
              Trustee
      to Preserve Information as to the Names and Address of Securityholders
      Received by It

            	
              27

            
	 
      	
              5.3

            	 
      	
              Annual
      and Other Reports to be Filed by Company with Trustee

            	
              27

            
	 
      	
              5.4

            	 
      	
              Trustee
      to Transmit Annual Report to Securityholders

            	
              28

            
	
              ARTICLE
      VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
      DEFAULT

            	
              29

            
	 
      	
              6.1

            	 
      	
              Events
      of Default Defined

            	
              29

            
	 
      	
              6.2

            	 
      	
              Covenant
      of Company to Pay to Trustee Whole Amount Due on Securities on Default in
      Payment of Interest or Principal

            	
              31

            
	 
      	
              6.3

            	 
      	
              Application
      of Moneys Collected by Trustee

            	
              32

            
	 
      	
              6.4

            	 
      	
              Limitation
      on suits by Holders of Securities

            	
              33

            
	 
      	
              6.5

            	 
      	
              On
      Default Trustee May Take Appropriate Action; Direct Action

            	
              34

            
	 
      	
              6.6

            	 
      	
              Rights
      of Holders of Majority in Principal Amount of Securities to Direct Trustee
      and to Waive Default

            	 
      
	 
      	
              6.7

            	 
      	
              Trustee
      to Give Notice of Defaults Know to It, but May Withhold in Certain
      Circumstances

            	
              35

            
	 
      	
              6.8

            	 
      	
              Requirement
      of an Undertaking to Pay Costs in Certain Suits Under the Indenture or
      Against the Trustee

            	
              35

            


       

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

      	
              ARTICLE
      VII CONCERNING THE TRUSTEE

            	
              35

            
	 
      	
              7.1

            	 
      	
              Upon
      Event of Default Occurring and Continuing, Trustee Shall Exercise Powers
      Vested in It, and Use Same Degree of Care and Skill in Their Exercise, as
      a Prudent Man Would Use

            	
              35

            
	 
      	
              7.2

            	 
      	
              Reliance
      on Documents, Opinions, Etc.

            	
              36

            
	 
      	
              7.3

            	 
      	
              Trustee
      Not Liable for Recitals in Indenture or in Securities

            	
              37

            
	 
      	
              7.4

            	 
      	
              May
      Hold Securities

            	
              38

            
	 
      	
              7.5

            	 
      	
              Moneys
      Received by Trustee to be Held in Trust without Interest

            	
              38

            
	 
      	
              7.6

            	 
      	
              Trustee
      Entitled  to Compensation, Reimbursement and
      Indemnity

            	
              38

            
	 
      	
              7.7

            	 
      	
              Right
      to Trustee to Rely on Officer’s Certification where No Other Evidence
      Specifically Prescribed

            	
              38

            
	 
      	
              7.8

            	 
      	
              Disqualification’
      Conflicting Interests

            	
              38

            
	 
      	
              7.9

            	 
      	
              Requirements
      for Eligibility of Trustee

            	
              39

            
	 
      	
              7.10

            	 
      	
              Resignation
      and Removal of Trustee

            	
              39

            
	 
      	
              7.11

            	 
      	
              Acceptance
      by Successor Trustee

            	
              40

            
	 
      	
              7.12

            	 
      	
              Successor
      to Trustee by Merger, Consolidation or Succession to
    Business

            	
              41

            
	 
      	
              7.13

            	 
      	
              L:imitations
      on Preferential Collection of Claims by the Trustee

            	
              41

            
	
              ARTICLE
      VIII CONCERNING THE SECURITYHOLDERS

            	
              42

            
	 
      	
              8.1

            	 
      	
              Evidence
      of Action by Securityholders

            	
              42

            
	 
      	
              8.2

            	 
      	
              Proof
      of Execution of Instruments and of Holding of Securities

            	
              43

            
	 
      	
              8.3

            	 
      	
              Who
      may be Deemed Owners of Securities

            	
              43

            
	 
      	
              8.4

            	 
      	
              Securities
      Owned by Company or Controlled or Controlling Persons Disregarded for
      Certain Purposes

            	
              43

            
	 
      	
              8.5

            	 
      	
              Instruments
      Executed by Securityholders Bind Future Holders

            	
              43

            
	
              ARTICLE
      IX SECURITYHOLDERS’ MEETING

            	
              44

            
	 
      	
              9.1

            	 
      	
              Purposes
      for which meetings may be Called

            	
              44

            
	 
      	
              9.2

            	 
      	
              Manner
      of Calling Meetings

            	
              45

            
	 
      	
              9.3

            	 
      	
              Call
      of Meeting by Company or Securityholders

            	
              45

            
	 
      	
              9.4

            	 
      	
              Who
      May Attend and Vote at Meetings

            	
              45

            


       

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

      	 
      	
              9.5

            	 
      	
              Regulations
      may be made by Trustee

            	
              45

            
	 
      	
              9.6

            	 
      	
              Manner
      of Voting at Meetings and Record to be Kept

            	
              46

            
	 
      	
              9.7

            	 
      	
              Exercise
      of Rights of Trustee, Securityholders and Registered owners of Preferred
      Securities Not to be Hindered or Delayed

            	
              46

            
	
              ARTICLE
      X SUPPLEMENTAL INDENTURES

            	
              46

            
	 
      	
              10.1

            	 
      	
              Purpose
      for which Supplemental Indentures may be Entered into Without Consent of
      Securityholders

            	
              46

            
	 
      	
              10.2

            	 
      	
              Modification
      of Indenture with Consent of Holders of a Majority in Principal Amount of
      Securities

            	
              48

            
	 
      	
              10.3

            	 
      	
              Effect
      of Supplemental Indentures

            	
              49

            
	 
      	
              10.4

            	 
      	
              Securities
      May Bear Notation of Changes by Supplemental Indentures

            	
              49

            
	 
      	
              10.5

            	 
      	
              Revocation
      and Effect of Consents

            	
              49

            
	 
      	
              10.6

            	 
      	
              Conformity
      with Trust Indenture Act

            	
              50

            
	
              ARTICLE
      XI CONSOLIDATION, MERGER, SALE OR CONVEYANCE

            	
              50

            
	 
      	
              11.1

            	 
      	
              Company
      May Consolidate, Etc., on Certain Terms

            	
              50

            
	 
      	
              11.2

            	 
      	
              Successor
      Corporation Substituted

            	
              50

            
	 
      	
              11.3

            	 
      	
              Opinion
      of Counsel to Trustee

            	
              51

            
	
              ARTICLE
      XII SATISFACTION AND DISCHARGE OF INDENTURE UNCLAIMED
    MONEYS

            	
              51

            
	 
      	
              12.1

            	 
      	
              Satisfaction
      and Discharge of Indenture

            	
              51

            
	 
      	
              12.2

            	 
      	
              Application
      by Trustee of Funds Deposited for Payment of Securities

            	
              51

            
	 
      	
              12.3

            	 
      	
              Repayment
      of Moneys Held by Paying Agent

            	
              52

            
	 
      	
              12.4

            	 
      	
              Repayment
      of Moneys Held by Trustee

            	
              52

            
	 
      	
              12.5

            	 
      	
              Defeasance
      and Covenant Defeasance

            	
              52

            
	
              ARTICLE
      XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND
      EMPLOYEES

            	
              55

            
	 
      	
              13.1

            	 
      	
              Incorporation,
      Stockholders, Officers, Directors and Employees of Company Exempt from
      Individual Liability

            	
              55

            
	
              ARTICLE
      XIV SUBORDINATION OF SECURITIES

            	
              56

            
	 
      	
              14.1

            	 
      	
              Agreement
      to Subordinate

            	
              56

            


       

       

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      	 
      	
              14.2

            	 
      	
              Obligation
      of the Company Unconditional

            	
              57

            
	 
      	
              14.3

            	 
      	
              Limitations
      on Duties to Holders of Priority Indebtedness of the
    Company

            	
              58

            
	 
      	
              14.4

            	 
      	
              Notice
      to Trustee of Facts Prohibiting Payment

            	
              58

            
	 
      	
              14.5

            	 
      	
              Application
      by Trustee of Moneys Deposited with It

            	
              58

            
	 
      	
              14.6

            	 
      	
              Subrogation

            	
              58

            
	 
      	
              14.7

            	 
      	
              Subordination
      Rights Not Impaired by Acts or Omissions of Company or Holders of Priority
      Indebtedness of the Company

            	
              59

            
	 
      	
              14.8

            	 
      	
              Authorization
      of Trustee to Effectuate Subordination of Securities

            	
              59

            
	 
      	
              14.9

            	 
      	
              No
      Payment when Priority Indebtedness of the Company in
    Default

            	
              59

            
	 
      	
              14.10

            	 
      	
              Right
      of Trustee to Hold Priority Indebtedness of the Company

            	
              60

            
	 
      	
              14.11

            	 
      	
              Article
      fourteen Not to Prevent Defaults

            	
              60

            
	
              ARTICLE
      XV MISCELLANEOUS PROVISIONS

            	
              60

            
	 
      	
              15.1

            	 
      	
              Successors
      and Assigns of Company Bound by Indenture

            	
              60

            
	 
      	
              15.2

            	 
      	
              Acts
      of Board, Committee or Officer of Successor Corporation
    Valid

            	
              60

            
	 
      	
              15.3

            	 
      	
              Required
      Notices or Demands may be Served by Mail

            	
              60

            
	 
      	
              15.4

            	 
      	
              Officer’s
      Certificate and Opinion of Counsel to be Furnished upon Applications or
      Demands by the Company

            	
              60

            
	 
      	
              15.5

            	 
      	Payments
      Due on Saturdays, Sundays, and Holidays                          	 
      61
	 
      	
              15.6

            	 
      	Provisions
      Required by Trust Indenture Act to Control	 
      61
	 
      	
              15.7

            	 
      	Indenture
      and Securities to be Construed in Accordance with the Laws of the State of
      New York	 
      61
	 
      	
              15.8

            	 
      	Provisions
      of the Indenture and Securities for the Sole Benefit of the Parties and
      the Securityholders	 
      61
	 
      	
              15.9

            	 
      	
              Indenture
      may be Executed in Counterparts

            	
              62

            
	 
      	
              15.10

            	 
      	
              Securities
      in Foreign Currencies

            	
              
                62

              

            
	 
      	
              15.11

            	 
      	
              Table
      of Contents, Headings, Etc.

            	
              
                62

              

            


    

    


     


    
      
         


      

      
         


        
        

      

      
         


      

    


    THIS JUNIOR SUBORDINATED
INDENTURE (the “Indenture”), dated as of November 1, 2009 between SCANA
CORPORATION, a corporation duly organized and existing under the laws of the
State of South Carolina (hereinafter sometimes referred to as the “Company”),
and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee
(hereinafter sometimes referred to as the “Trustee”).

     

    WITNESSETH:

     

    WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the execution
and delivery of this Indenture, relating to the issuance from time to time of
the Company’s unsecured junior subordinated notes or other evidences of
indebtedness (hereinafter referred to as the “Securities”), without limit as to
principal amount, issuable in one or more series, the amount and terms of each
such series to be determined as hereinafter provided, including, without
limitation, the issuance of Securities to evidence loans made to the Company of
the proceeds from the issuance from time to time by one or more statutory trusts
(each a “SCANA Trust,” and collectively, the “SCANA Trusts”) of preferred
interests in such SCANA Trusts, having the rights provided for in such SCANA
Trusts (the “Preferred Securities” which may also be referred to, without
limitation, as the “Capital Securities”) and common interests in such SCANA
Trusts, having the rights provided for in such SCANA Trusts (the “Common
Securities,” and collectively with the Preferred Securities, the “Trust
Securities”), and setting forth the terms and conditions upon which the
Securities are to be authenticated, issued and delivered; and

     

    WHEREAS,
all acts and things necessary to make the Securities when executed by the
Company and authenticated and delivered by the Trustee as in this Indenture
provided, the valid, binding and legal obligations of the Company, and to
constitute these presents a valid indenture and agreement according to its
terms, have been done and performed and the execution of this Indenture and the
issue hereunder of the Securities have in all respects been duly authorized, and
the Company, in the exercise of the legal rights and power vested in it,
executes this Indenture and proposes to make, execute, issue and deliver the
Securities;

     

    NOW,
THEREFORE, in order to declare the terms and conditions upon which the
Securities are authenticated, issued and delivered, and in consideration of the
premises and of the purchase and acceptance of the Securities by the holders
thereof, the Company covenants and agrees with the Trustee, for the equal and
proportionate benefit of the respective holders from time to time of the
Securities or of series thereof, as follows:

     

    ARTICLE
I

     

    DEFINITIONS

     

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

     

     

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

     

    (b) 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 (except as
otherwise expressly provided);

     

    (c) All
accounting terms used herein and not expressly defined herein shall have the
meanings assigned to them in accordance with accounting principles generally
accepted in the United States of America, and, except as otherwise herein
expressly provided, the term “generally accepted 

     

    
      
        1

      

      
        
        

        
        

      

      
        
        

      

    

    accounting
principles” with respect to any computation required or permitted hereunder
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; and

     

    (d) The terms
“herein,” “hereof” and “hereunder” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision.

     

    Additional
Interest:

     

    The term
“Additional Interest” means the interest, if any, that shall accrue on any
interest on the Securities of any series the payment of which has not been made
on the applicable interest payment date and which shall accrue at the rate per
annum specified or determined as specified in such Security.

     

    Additional
Tax Sums:

     

    The term
“Additional Tax Sums” has the meaning specified in Section 4.8.

     

    Administrative
Trustee:

     

    The term
“Administrative Trustee” means, in respect of any SCANA Trust, each Person
identified as an “Administrative Trustee” in the related Trust Agreement, solely
in such Person’s capacity as Administrative Trustee of such SCANA Trust under
such Trust Agreement and not in such Person’s individual capacity, or any
successor administrative trustee appointed as therein provided.

     

    Authenticating
Agent:

     

    The term
“Authenticating Agent” means any Authenticating Agent appointed by the Trustee
pursuant to Section 2.9.

     

    Authorized
Newspaper:

     

    The term
“Authorized Newspaper” means a newspaper in an official language of the place of
publication, customarily published at least once a day for at least five days in
each calendar week and of general circulation in each place in connection with
which the term is used or in the financial community of each such place.
Whenever successive publications are required to be made in an Authorized
Newspaper, the successive publications may be made in the same or in a different
newspaper meeting the foregoing requirements and in each case on any day of the
week. If it is impossible or, in the opinion of the Trustee, impracticable to
publish any notice in the manner herein provided, then such publication in lieu
thereof as shall be made with the approval of the Trustee shall constitute a
sufficient publication of such notice.

     

    Board of
Directors or Board:

     

    The terms
“Board of Directors” or “Board,” when used with reference to the Company, mean
the Board of Directors of the Company or the Executive Committee thereof or any
other committee of or created by the Board of Directors of the Company
(comprising two or more persons) duly authorized to act hereunder.

     

    Business
Day:

    
       

      
        
          2

        

        
          
          

          
          

        

        
          
          

        

      

    

    The term
“Business Day” means any day which is not (1) a Saturday or Sunday, (2) a day on
which banking institutions in The City of New York or the Federal Reserve
System  are authorized or required by law or executive order to close
or (3) a day on which the principal corporate trust office of the Trustee or the
Property Trustee is closed for business.

     

    Capital
Securities:

     

    The term
“Capital Securities” has the meaning specified in the recitals to this
Indenture.

     

    Capital
Stock:

     

    The term
“Capital Stock” means shares of capital stock of any class of the Company
whether now or hereafter authorized regardless of whether such capital stock
shall be limited to a fixed sum or percentage in respect of the rights of the
holders thereof to participate in dividends and in the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or winding
up.

     

    Commission:

     

    The term
“Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties on such date.

     

    Common
Securities:

     

    The term
“Common Securities” has the meaning specified in the recitals to this
Indenture.

     

    Common
Stock:

     

    The term
“Common Stock” means the common stock, no par value, of the
Company.

     

    Company:

     

    The term
“Company” means SCANA Corporation, a corporation duly organized and existing
under the laws of the State of South Carolina and, subject to the provisions of
Article Eleven, shall also include its successors and assigns.

     

    Conversion
Event:

     

    The term
“Conversion Event” means the cessation of use of (i) a Foreign Currency both by
the government of the country or the confederation or association which issued
such Foreign Currency and for the settlement of transactions by a central bank
or other public institutions of or within the international banking community,
(ii) the Euro both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Union or (iii) any
currency unit or composite currency other than the Euro for the purposes for
which it was established.

     

    Covenant
Defeasance:

     

    The term
“covenant defeasance” has the meaning specified in Section 12.5(c).

     

     

    
      
        3

      

      
        
        

        
        

      

      
        
        



    

    Currency:

     

    The term
“Currency”, with respect to any payment, deposit or other transfer in respect of
the principal of or any premium or interest on or any Additional Interest with
respect to any Security, means Dollars or the Foreign Currency, as the case may
be, in which such payment, deposit or other transfer is required to be made by
or pursuant to the terms hereof or such Security and, with respect to any other
payment, deposit or transfer pursuant to or contemplated by the terms hereof or
such Security, means Dollars.

     

    Defeasance:

     

    The term
“defeasance” has the meaning specified in Section 12.5(b).

     

    Depositary:

     

    The term
“Depositary” means, with respect to the Securities of any series issuable or
issued in whole or in part in the form of one or more global Securities, the
person designated as Depositary by the Company pursuant to Section 2.1 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter the term “Depositary” shall mean or
include each person who is then a Depositary hereunder and if at any time there
is more than one such person, the term “Depositary” as used with respect to the
Securities of any series shall mean the Depositary with respect to the
Securities of such series.

     

    Distributions:

     

    The term
“Distributions,” with respect to the Trust Securities issued by a SCANA Trust,
means amounts payable in respect of such Trust Securities as provided in the
related Trust Agreement and referred to therein as “Distributions.”

     

    Dollar:

     

    The term
“Dollars” or “$” means a dollar or other equivalent unit of legal tender for
payment of public or private debts in the United States of America.

     

    Euro:

     

    The term
“Euro” means the currency introduced at the third stage of the European Economic
Monetary Union, pursuant to the Treaty establishing the European Community, as
amended by the Treaty on European Union.

     

    European
Money System:

     

    The term
“European Monetary System” means the European Monetary System established by the
Resolution of December 5, 1978 of the European Council.

     

    European
Union:

     

    The term
“European Union” means the European Community, the European Coal and Steel
Community and the European Atomic Energy Community.

    
       

      
        
          4

        

        
          
          

          
          

        

        
          
          

        

      

    

    Event of
Default:

     

    The term
“Event of Default” with respect to Securities of any series shall mean any event
specified as such in Section 6.1 and any other event as may be established with
respect to the Securities of such series as contemplated by Section
2.1.

     

    Exchange
Act:

     

    The term
“Exchange Act” has the meaning specified in Section 2.2.

     

    Extension
Period:

     

    The term
“Extension Period” has the meaning specified in Section 2.10.

     

    Foreign
Currency:

     

    The term
“Foreign Currency” means any currency, currency unit or composite currency,
including, without limitation, the Euro, issued by the government of one or more
countries other than the United States of America or by any recognized
confederation or association of such governments.

     

    Governmental
Obligation:

     

    The term
“Government Obligations” means securities which are (i) direct obligations of
the United States of America or the other government or governments in the
confederation or association which issued the Foreign Currency in which the
principal of or any premium or interest on the Securities of a series or any
Additional Interest in respect thereof shall be payable, in each case where the
payment or payments thereunder are supported by the full faith and credit of
such government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America or such other government or governments, in each case where the timely
payment or payments thereunder are unconditionally guaranteed as a full faith
and credit obligation by the United States of America or such other government
or governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

     

    Indenture:

     

    The term
“Indenture” means this instrument as originally executed, or, if amended or
supplemented as herein provided, then as so amended or supplemented, and shall
include the form and terms of particular series of Securities established as
contemplated by Sections 2.1 and 2.2.

     

    Investment
Company Event:

     

    The term
“Investment Company Event” means in respect of a SCANA Trust, the receipt by the
Company and a SCANA Trust of an Investment Company Event Opinion (as defined in
the relevant Trust 

     

    
      
        
          5

        

        
          
          

          
          

        

        
          
          

        

      

    

    Agreement)
to the effect that, as a result of the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority (a
“Change in 1940 Act Law”), such SCANA Trust is or will be considered an
investment company that is required to be registered under the 1940 Act, which
Change in 1940 Act Law becomes effective on or after the date of original
issuance of the Preferred Securities of such SCANA Trust.

     

    Maturity:

     

    The term
“Maturity” when used with respect to any Security means the date on which the
principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.

     

    1940
Act:

     

    The term
“1940 Act” means the Investment Company Act of 1940, as amended.

     

    Officer:

     

    The term
“Officer” means the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, any Vice President (whether or not
designated by a number or word added before or after the title vice president),
the Treasurer or the Controller of the Company.

     

    Officer’s
Certificate:

     

    The term
“Officer’s Certificate” shall mean a certificate signed by an Officer and
delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 15.4, if and to the extent required by the provisions
thereof and will comply with Section 314 of the Trust Indenture
Act.

     

    Opinion
of Counsel:

     

    The term
“Opinion of Counsel” shall mean a written opinion of counsel, who shall be
reasonably satisfactory to the Trustee, and who may be an employee of, or
counsel to, the Company and delivered to the Trustee. Each such opinion shall
include the statements provided for in Section 15.4, if and to the extent
required by the provisions thereof and will comply with Section 314 of the Trust
Indenture Act.

     

    Original
Issue Date:

     

    The term
“Original Issue Date” means the first date of issuance of each
Security.

     

    Original
Issue Discount Security:

     

    The term
“Original Issue Discount Security” shall mean any Security which provides for an
amount less than the principal amount thereof to be due and payable upon
declaration pursuant to Section 6.1.

     

    Paying
Agent:

     

    The term
“Paying Agent” means the Trustee or any Person or Persons authorized by the
Company to pay the principal or interest on any Securities on behalf of the
Company.

    
       

      
        
          6

        

        
          
          

          
          

        

        
          
          

        

      

    

    Person:

     

    The term
“Person” or “person” means any individual, corporation, estate, partnership,
joint venture, association, joint stock company, limited liability company,
trust, unincorporated association or government or any agency or political
subdivision thereof, or any other entity of whatever nature.

     

    Preferred
Securities:

     

    The term
“Preferred Securities” has the meaning specified in the recitals to this
Indenture.

     

    Principal:

     

    The term
“principal,” whenever used with reference to the Securities or any Security or
any portion thereof, shall be deemed to include “and premium, if
any.”

     

    Priority
Indebtedness of the Company:

     

    The term
“Priority Indebtedness of the Company” means (i) any current or future
indebtedness of the Company for borrowed or purchased money, whether or not
evidenced by bonds, debentures, notes or other similar written instruments, (ii)
obligations of the Company under synthetic leases, finance leases and
capitalized leases, (iii) obligations of the Company for reimbursement under
letters of credit, banker’s acceptances, security purchase facilities or similar
facilities issued for the account of the Company, (iv) any indebtedness or other
obligations of the Company with respect to derivative contracts, including but
not limited to commodity contracts, interest rate, commodity and currency swap
agreements, forward contracts, and other similar agreements or arrangements
designed to protect against fluctuations in commodity prices, currency exchange
or interest rates, (v) obligations which by their terms rank on a parity with
obligations of the type described in (i), (ii), (iii) or (iv) above, and (vi)
any guarantees, endorsements, assumptions (other than by endorsement of
negotiable instruments for collection in the ordinary course of business) or
other similar contingent obligations in respect of obligations of others of a
type described in (i), (ii), (iii), (iv) or (v) above, whether or not such
obligation is classified as a liability on a balance sheet prepared in
accordance with generally accepted accounting principles, in each case listed in
(i), (ii), (iii), (iv), (v) and (vi) above whether outstanding on the date of
execution of this Indenture or thereafter incurred, other than obligations
ranking on a parity with the Securities or ranking junior to the Securities;
provided, however, that “Priority Indebtedness of the Company” does not include
any indebtedness of the Company to any of its Subsidiaries.

     

    Property
Trustee:

     

    The term
“Property Trustee” means, in respect of any SCANA Trust, the commercial bank or
trust company identified as the “Property Trustee” in the related Trust
Agreement, solely in its capacity as Property Trustee of such SCANA Trust under
such Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as
therein provided.

     

    Ranking
junior to the Securities:

     

    The term
“ranking junior to the Securities” when used with respect to any obligation of
the Company means any other obligation of the Company which (a) ranks junior to
and not equally with or prior to the Securities (or any other obligations of the
Company ranking on a parity with the Securities) in right of payment upon the
happening of any event of the kind specified in the first sentence of the second
paragraph of Section 14.1, or (b) is specifically designated as ranking junior
to the Securities by express provision in the instrument creating or evidencing
such obligation.

    
       

      
        
          7

        

        
          
          

          
          

        

        
          
          

        

      

    

    The
securing of any obligations of the Company, otherwise ranking junior to the
Securities, shall be deemed to prevent such obligations from constituting
obligations ranking junior to the Securities.

     

    Ranking
on a parity with the Securities:

     

    The term
“ranking on a parity with the Securities” when used with respect to any
obligation of the Company means (a) any obligation of the Company which ranks
equally with and not prior to the Securities in right of payment upon the
happening of any event of the kind specified in the first sentence of the second
paragraph of Section 14.1, (b) any SCANA Guarantee of Preferred Securities of
any SCANA Trust or other entity affiliated with the Company that is a financing
entity of the Company and holds Securities issued under this Indenture, or (c)
any obligation of the Company which is specifically designated as ranking on a
parity with the Securities by express provision in the instrument creating or
evidencing such obligation.

     

    The
securing of any obligations of the Company, otherwise ranking on a parity with
the Securities, shall not be deemed to prevent such obligations from
constituting obligations ranking on a parity with the Securities.

     

    Record
Date:

     

    The term
“record date” has the meaning specified in Section 2.3.

     

    Redemption;
redeem; redeemable; etc.:

     

    The terms
“redemption,” “redeem” and “redeemable” when used with respect to any Security,
shall include, without limitation, any prepayment or repayment provisions
applicable to such Security.

     

    Register:

     

    The term
“Register” has the meaning specified in Section 2.5.

     

    Resolution
of the Company:

     

    The term
“Resolution of the Company” means a duly adopted resolution of the Board of
Directors certified by a Secretary to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of certification, and
delivered to the Trustee.

     

    Responsible
Officer:

     

    The term
“Responsible Officer”, when used with respect to the Trustee, means an officer
of the Trustee in the principal office of the Trustee, having direct
responsibility for the administration of this Indenture, and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.

     

    Rights
Plan:

     

    The term
“Rights Plan” means a plan of the Company providing for the issuance by the
Company to all holders of its Common Stock of rights entitling the holders
thereof to subscribe for or purchase shares of Common Stock or any class or
series of preferred stock, which rights (i) are deemed to be transferred with
such shares of Common Stock, (ii) are not exercisable and (iii) are also issued
in respect of future issuances of Common Stock, in each case until the
occurrence of a specified event or events.

    
       

      
        
          8

        

        
          
          

          
          

        

        
          
          

        

      

    

    SCANA
Guarantee:

     

    The term
“SCANA Guarantee” means the guarantee by the Company of distributions on the
Preferred Securities of a SCANA Trust to the extent provided in the Guarantee
Agreement (as defined in the related Trust Agreement).

     

    SCANA
Trust:

     

    The terms
“SCANA Trust” and “SCANA Trusts” each have the meaning specified in the recitals
to this Indenture.

     

    Security
or Securities; outstanding:

     

    The term
“Security” or “Securities” means any security or securities of the Company, as
the case may be, without regard to series, authenticated and delivered under
this Indenture.

     

    The term
“outstanding,” when used with reference to Securities and subject to the
provisions of Section 8.4, means as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture,
except

     

    (a)           Securities
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;

     

    (b)           Securities,
or portions thereof, for the payment or redemption of which moneys in the
necessary amount shall have been deposited in trust with the Trustee or with any
Paying Agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent), provided that such Securities shall have reached their Stated Maturity
or, if such Securities are to be redeemed prior to the Stated Maturity thereof,
notice of such redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice;

     

    (c)           Securities
in lieu of or in substitution for which other Securities shall have been
authenticated and delivered or which have been paid pursuant to the terms of
Section 2.7 unless proof satisfactory to the Trustee is presented that any such
Securities are held by a bona fide purchaser in whose hands any of such
Securities is a valid, binding and legal obligation of the Company;
and

     

    (d)           Any
such Security with respect to which the Company has effected defeasance or
covenant defeasance pursuant to Section 12.5, except to the extent provided in
Section 12.5.

     

    In
determining whether the holders of the requisite principal amount of outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of an Original Issue Discount
Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.1.

     

    Secretary:

     

    The term
“Secretary” means the Corporate Secretary or an Assistant Corporate Secretary of
the Company.

    
       

      
        
          9

        

        
          
          

          
          

        

        
          
          

        

      

    

    Securityholder;
holder of Securities; holder; registered holder:

     

    The terms
“Securityholder,” “holder of Securities,” “holder,” “registered holder” or other
similar terms, mean any person who shall at the time be the registered holder of
any Security or Securities on the Register kept for that purpose in accordance
with the provisions of this Indenture.

     

    Stated
Maturity:

     

    The term
“Stated Maturity” when used with respect to any Security or any installment of
principal thereof or interest thereon means the date specified pursuant to the
terms of such Security as the date on which the principal of such Security or
such installment of interest is due and payable in the case of such principal,
as such date may be shortened or extended as provided pursuant to the terms of
such Security and this Indenture.

     

    Subsidiary:

     

    The term
“Subsidiary” means any corporation (or the equivalent type of entity in other
jurisdictions) more than 50% of the outstanding voting stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries. For the purposes of this
definition, “voting stock” means stock or equity interests which ordinarily has
voting power for the election of directors, members or partners, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

     

    Tax
Event:

     

    The term
“Tax Event” means the receipt by the Company and/or a SCANA Trust of a Tax Event
Opinion (as defined in the relevant Trust Agreement, applicable Resolution of
the Company, Officer’s Certificate or supplemental indenture hereto) to the
effect that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official administrative written decision or pronouncement or
judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement or decision is announced
on or after the date of issuance of the Securities, there is more than an
insubstantial risk that (i) the SCANA Trust is, or will be within 90 days after
the date of such Tax Event Opinion, subject to United States federal income tax
with respect to income received or accrued on the corresponding series of
Securities issued by the Company to such SCANA Trust, (ii) interest payable by
the Company on such corresponding series of Securities is not, or within 90 days
of the date of such Tax Event Opinion, will not be, deductible by the Company,
in whole or in part, for United States federal income tax purposes, or (iii) the
SCANA Trust is, or will be within 90 days after the date of such Tax Event
Opinion, subject to more than a de minimis amount of other
taxes, duties or other governmental charges.

     

    Trust
Agreement:

     

    The term
“Trust Agreement” means the Trust Agreement governing any SCANA Trust, whether
now existing or created in the future, which purchased the Securities of any
series in each case.

     

    Trustee;
Principal Office of the Trustee:

     

    The term
“Trustee” means the Person named as the “Trustee” in the first paragraph of this
instrument, and, subject to the provisions of Article Seven, shall also include
its successors. The term 

    
       

      
        
          10

        

        
          
          

          
          

        

        
          
          

        

      

    

     

    “principal
office” of the Trustee shall mean the principal corporate trust office of the
Trustee in The City of Columbia, State of South Carolina, at which the corporate
trust business of the Trustee shall, at any particular time, be principally
administered. The present address of the office at which the corporate trust
business of the Trustee is administered is 1441 Main Street, Suite 775,
Columbia, South Carolina 29201.

     

    Trust
Indenture Act:

     

    Except as
herein otherwise expressly provided or unless the context requires otherwise,
the term “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990, as in force at the date as of
which this Indenture was originally executed; provided, however, that, in the
event that the Trust Indenture Act is amended after such date, then “Trust
Indenture Act” means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

     

    Trust
Securities:

     

    The term
“Trust Securities” has the meaning specified in the recitals to this
Indenture

     

    ARTICLE
II

     

    ISSUE,
DESCRIPTION, EXECUTION, REGISTRATION OF TRANSFER

     

    AND
EXCHANGE OF SECURITIES

     

    2.1 Amount,
Series and Delivery of Securities.

     

      The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

     

    The
Securities may be issued in one or more series. The terms of each series (which
terms shall not be inconsistent with the provisions of this Indenture), shall
either be established in or pursuant to a Resolution of the Company and set
forth in an Officer’s Certificate, or set forth in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series and shall
specify:

     

    (a) The
designation of the Securities of such series (which shall distinguish the
Securities of the series from all other Securities and which shall include the
word “subordinated” or a word of like meaning);

     

    (b) Any limit
upon the aggregate principal amount of the Securities of such series which may
be executed, authenticated and delivered under this Indenture; provided,
however, that nothing contained in this Section or elsewhere in this Indenture
or in such Securities or in a Resolution of the Company or Officer’s Certificate
or supplemental indenture is intended to or shall limit execution by the Company
or authentication and delivery by the Trustee of Securities under the
circumstances contemplated by Sections 2.5, 2.6, 2.7, 3.2, 3.3 and
10.4;

     

    (c) The date
or dates (if any) on which the principal of the Securities of such series is
payable or the method or methods, if any, by which such date or dates shall be
determined and the circumstances, if any, under which such date or dates may be
shortened or extended, either automatically or at the election of the
Company;

     

    (d) The rate
or rates at which the Securities of such series shall bear interest, if any, the
rate or rates and extent to which Additional Interest or other interest, if any,
shall be payable, the date or dates from which such interest shall accrue, the
dates on which such interest shall be payable, the record date for the interest
payable on any interest payment date and the right of the Company to defer or
extend an interest payment date;

    
       

      
        
          11

        

        
          
          

          
          

        

        
          
          

        

      

    

    (e) The place
or places where Securities of such series may be presented for payment and for
the other purposes provided in Section 4.2;

     

    (f) Any price
or prices at which, any period or periods within which, and any terms and
conditions upon which Securities of such series may be redeemed or prepaid, in
whole or in part, at the option of the Company;

     

    (g) The type
or types (if any) of Capital Stock of the Company into which, any period or
periods within which, and any terms and conditions upon which Securities of such
series may be made payable, converted, exchanged in whole or in part, at the
option of the holder or of the Company;

     

    (h) If other
than denominations of $1,000 and any whole multiple thereof, the denominations
in which Securities of such series shall be issuable;

     

    (i) If other
than the principal amount thereof, the portion of the principal amount of
Securities of such series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 6.1;

     

    (j) If other
than such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public or private debts, the coin or
currency (which may be a composite currency) in which payment of the principal
of and interest, if any, on the Securities of such series shall be
payable;

     

    (k) If the
principal of or interest, if any, on the Securities of such series are to be
payable, at the election of the Company or a holder thereof, in a coin or
currency (including composite currency) other than that in which the Securities
of such series are stated to be payable, the period or periods within which, and
the terms and conditions upon which, such election may be made;

     

    (l) If the
amounts of payments of principal of or interest, if any, on the Securities of
such series may be determined with reference to an index based on a coin or
currency (including composite currency) other than that in which the Securities
of such series are stated to be payable, or any other index (including commodity
or equity indices), the manner in which such amounts shall be
determined;

     

    (m) If the
Securities of such series are payable at Maturity or upon earlier redemption in
Capital Stock, the terms and conditions upon which such payment shall be
made;

     

    (n) The
person or persons who shall be registrar for the Securities of such series, and
the place or places where the Register of Securities of the series shall be
kept;

     

    (o) Any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to any of such Securities, whether or not
such Events of Default or covenants are consistent with the Events of Default or
covenants set forth herein;

     

    (p) Whether
any Securities of such series are to be issuable in global form with or without
coupons, and, if so, the Depositary for such global Securities and the
applicability (if any) of the rules and procedures of the Depositary related to
the administration of such global Securities, the registration for transfer and
exchange and the dissemination of notices and other documents contemplated
hereby, and whether beneficial owners of interests in any such global Security
may  

    
       

      
        
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    exchange
such interests for definitive Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which, and the
place or places where, any such exchanges may occur, if other than in the manner
provided in Section 2.5;

     

    (q) The form
of the related Trust Agreement and SCANA Guarantee, if applicable;

     

    (r) Whether
any Securities of such series are subject to any securities law or other
restrictions on transfer; and any other terms of the series (which terms shall
not be inconsistent with the provisions of this Indenture);

     

    (s) If the
principal of or interest, if any, on the Securities of such series are to be
payable, at the election of the Company or a holder thereof or otherwise, in
Capital Stock, with the proceeds of Capital Stock or from any other specific
source of funds, the period or periods within which, and the terms and
conditions upon which, such elections and/or payments shall be
made;

     

    (t) If either
or both of Section 12.5(b) relating to defeasance or Section 12.5(c) relating to
covenant defeasance shall not be applicable to the Securities of such series, or
any covenants relating to the Securities of such series which shall be subject
to covenant defeasance, and any deletions from, modifications or additions to,
the provisions of Article Twelve in respect of the Securities of such
series;

     

    (u) If the
provisions of Section 4.9 prohibiting the declaration or payment of dividends or
distributions on, or redemptions, purchases, acquisitions or liquidation
payments with respect to, shares of the Company’s Capital Stock shall not be
applicable;

     

    (v) If the
Company is obligated to redeem or purchase any of such Securities pursuant to
any sinking fund or analogous provision or at the option of any holder thereof
and, if so, the date or dates on which, the period or periods within which, the
price or prices at which and the other terms and conditions upon which such
Securities shall be redeemed or purchased, in whole or in part, pursuant to such
obligation, and any provisions for the remarketing of such Securities so
redeemed or purchased; and

     

    (w) Or in any
case, the method for determining such terms, the persons authorized to determine
such terms and the limits, if any, within which any such determination of such
terms is to be made.

     

    The
Securities of all series shall be subordinate to Priority Indebtedness of the
Company as provided in Article Fourteen. The applicable Resolution of the
Company, Officer’s Certificate or supplemental indenture may provide that
Securities of any particular series may be issued at various times, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
interest may be determined, with different dates from which such interest shall
accrue, with different dates on which such interest may be payable or with any
different terms other than Events of Default but all such Securities of a
particular series shall for all purposes under this Indenture including, but not
limited to, voting and Events of Default, be treated as Securities of a single
series.

     

    Notwithstanding
Section 2.1(b) and unless otherwise expressly provided with respect to a series
of Securities, the aggregate principal amount of a series of Securities may be
increased and additional Securities of such series may be issued up to the
maximum aggregate principal amount authorized with respect to such series as
increased.

     

       

      
        
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    If any of
the terms of any series of Securities are established by action taken pursuant
to a Resolution of the Company, a copy of an appropriate record of such action
shall be certified by a Secretary and delivered to the Trustee at or prior to
the delivery of the Officer’s Certificate or supplemental indenture setting
forth the terms of the series.

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication by it, and the Trustee shall thereupon authenticate
and deliver such Securities to or upon the written order of the Company, signed
by an Officer, without any further corporate action by the Company. If the form
or terms of the Securities of the series have been established in or pursuant to
a Resolution of the Company and set forth in an Officer’s Certificate, or set
forth in one or more supplemental indentures hereto, as permitted by this
Section and Section 2.2, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be
fully protected in relying upon:

     

    (a) an
Opinion of Counsel to the effect that:

     

    i. the form
or forms and terms, or if all Securities of such series are not to be issued at
one time, the manner of determining the terms of such Securities, have been
established in conformity with the provisions of this Indenture;

     

    ii. all
conditions precedent provided for in this Indenture to the authentication and
delivery of such Securities have been complied with and that such Securities
when completed by appropriate insertions, executed and delivered by the Company
to the Trustee for authentication pursuant to this Indenture, and authenticated
and delivered by the Trustee and issued by the Company in the manner and subject
to any conditions specified in such Opinion of Counsel, will constitute valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be subject to or
limited by bankruptcy, insolvency, reorganization, moratorium, arrangement,
fraudulent conveyance, fraudulent transfer or other similar laws relating to or
affecting creditors’ rights generally, and subject to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law); and

     

    iii. if the
Securities of such series have been registered under the Securities Act, this
Indenture has been qualified under the Trust Indenture Act; and

     

    (b) an
Officer’s Certificate stating that, to the best knowledge of the Persons
executing such certificate, no event which is, or after notice or lapse of time
would become, an Event of Default with respect to any of the Securities shall
have occurred and be continuing.

     

    The
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.

     

    If all
the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver either an Opinion of Counsel or an Officer’s Certificate at
the time of issuance of each Security, provided that such Opinion of Counsel and
Officer’s Certificate, with appropriate modifications, are instead delivered at
or prior to the time of issuance of the first Security of such
series.

     

    Each
Security shall be dated the date of its authentication.

     

       

      
        
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    2.2 Form
of Securities and Trustee’s Certificate.  The
Securities of each series shall be substantially of the tenor and terms as shall
be authorized in or pursuant to a Resolution of the Company and set forth in an
Officer’s Certificate, or set forth in an indenture or indentures supplemental
hereto in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification or designation and
such legends or endorsements thereon as the Company may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or automated
quotation system on which the Securities may be listed, or to conform to usage.
If the form of Securities of any series is authorized by action taken pursuant
to a Resolution of the Company, a copy of an appropriate record of such action
shall be certified by a Secretary and delivered to the Trustee at or prior to
the delivery of the Officer’s Certificate or one or more indentures supplemental
hereto contemplated by Section 2.1 setting forth the terms of the
series.

     

    The
Securities may be printed, lithographed or fully or partly
engraved.

     

    The
Trustee’s certificate of authentication shall be in substantially the following
form:

     

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

     

    ____________________,
as Trustee

    


    


    By:
                                                           

    Authorized
Officer”

    


    If
Securities of a series are issuable in global form, as specified pursuant to
Section 2.1, then, notwithstanding clause (h) of Section 2.1 and the provisions
of Section 2.3, such Security shall represent such amount of the outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of outstanding
Securities of such series represented thereby may from time to time be increased
or reduced to reflect exchanges or transfers (in any event, not to exceed the
aggregate principal amount authorized from time to time pursuant to Section
2.1). Any endorsement of a Security in global form to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such person or persons as shall be specified in such Security or by the
Company. Subject to the provisions of Section 2.4 and, if applicable, Section
2.6, the Trustee shall deliver and redeliver any Security in global form in the
manner and upon written instructions given by the person or persons specified in
such Security or by the Company. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form after the
original issuance of the Securities of such series shall be in writing, and
shall not be objected to in writing by the Depositary, but need not comply with
Section 15.4 and need not be accompanied by an Opinion of Counsel.

     

    Unless
otherwise specified pursuant to Section 2.1, payment of principal of and any
interest on any Security in global form shall be made to the person or persons
specified therein.

     

    The
owners of beneficial interests in any global Security shall have no rights under
this Indenture with respect to any global Security held on their behalf by a
Depositary, and such Depositary may be treated by the Company, the Trustee, and
any agent of the Company or the Trustee as the sole holder and owner of


     


       

      
        
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    such
global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by a Depositary, or impair, as between a
Depositary and its participants in any global Security, the operation of
customary practices governing the exercise of the rights of a holder of a
Security of any series, including, without limitation, the granting of proxies
or other authorization of participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action that a holder
is entitled to give or take under this Indenture.

     

    Neither
the Company, the Trustee nor any Authenticating Agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     

    Each
Depositary designated pursuant to Section 2.1 for a global Security must, at the
time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and any other applicable statute or
regulation.

     

    2.3 Denominations
of and Payment of Interest on Securities.  The
Securities of each series shall be issuable as fully registered Securities
without coupons in such denominations as shall be specified as contemplated by
Section 2.1 (except as provided in Section 2.2 and Section 2.6). In the absence
of any such provisions with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and
integral multiples of $1,000 in excess thereof.

     

    If the
Securities of any series shall bear interest, each Security of such series shall
bear interest from the applicable date at the rate or rates per annum, and such
interest shall be payable on the dates, specified on, or determined in the
manner provided in, the Security. The person in whose name any Security is
registered at the close of business on any record date (as defined below) for
the Security with respect to any interest payment date for such Security shall
be entitled to receive the interest payable thereon on such interest payment
date notwithstanding the cancellation of such Security upon any registration of
transfer, exchange or conversion thereof subsequent to such record date and
prior to such interest payment date, unless such Security shall have been called
for redemption on a date fixed for redemption subsequent to such record date and
prior to such interest payment date or unless the Company shall default in the
payment of interest due on such interest payment date on such Security, in which
case such defaulted interest shall be paid to the person in whose name such
Security (or any Security or Securities 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, or except as otherwise specified as
contemplated by Section 2.1. The term “record date” as used in this Section with
respect to any regular interest payment date for any Security shall mean such
day or days as shall be specified as contemplated by Section 2.1; provided,
however, that in the absence of any such provisions with respect to any
Security, such term shall mean: (1) if such interest payment date is the first
day of a calendar month, the fifteenth day of the calendar month next preceding
such interest payment date; or (2) if such interest payment date is the
fifteenth day of a calendar month, the first day of such calendar month;
provided, further, that (except as otherwise specified as contemplated by
Section 2.1) if the day which would be the record date as provided herein is not
a Business Day, then it shall mean the Business Day next preceding such day.
Such term, as used in this Section, with respect to the payment of any defaulted
interest on any Security shall mean (except as otherwise specified as
contemplated by Section 2.1) the fifth day next preceding the date fixed by the
Company for the payment of defaulted interest, established by notice given by
first class mail (except as otherwise specified as contemplated by Section 2.1)
by or on behalf of the Company to the holder of such Security not less than ten
days preceding such record date, or, if such fifth day is not a Business Day,
the Business Day next preceding such fifth day.

     

       

      
        
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    2.4 Execution
of Securities.  The
Securities shall be signed on behalf of the Company, manually or in facsimile,
by an Officer. Only such Securities as shall bear thereon a certificate of
authentication substantially in the form recited herein, executed by or on
behalf of the Trustee manually by an authorized officer, shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate of authentication by the Trustee upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture. Typographical or other errors or defects in the
seal or facsimile signature on any Security or in the text thereof shall not
affect the validity or enforceability of such Security if it has been duly
authenticated and delivered by the Trustee.

     

    In case
any officer of the Company who shall have signed any of the Securities, manually
or in facsimile, shall cease to be such officer before the Securities so signed
shall have been authenticated and delivered by the Trustee, or disposed of by
the Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Securities had not ceased to be
such officer of the Company; and any Security may be signed on behalf of the
Company, manually or in facsimile, by such persons as, at the actual date of the
execution of such Security, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not
such officer.

     

    2.5 Registration,
Transfer and Exchange of Securities.  Securities
of any series (other than a global Security, except as set forth below) may be
exchanged for a like aggregate principal amount of Securities of the same series
of the same tenor and terms of other authorized denominations. Securities to be
exchanged shall be surrendered at the offices or agencies to be maintained by
the Company in accordance with the provisions of Section 4.2 and the Company
shall execute and the Trustee shall authenticate and deliver, or cause to be
authenticated and delivered, in exchange therefor the Security or Securities
which the Securityholder making the exchange shall be entitled to
receive.

     

    The
Company shall keep, at one of the offices or agencies to be maintained by the
Company in accordance with the provisions of Section 4.2 with respect to the
Securities of each series, a Register (the “Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall register the
Securities of such series and the transfer of Securities of such series as in
this Article provided. Such Register shall be in written form or in any other
form capable of being converted into written form within a reasonable time. At
all reasonable times the Register shall be open for inspection by the Trustee
and any registrar of the Securities of such series other than the Trustee. Upon
due presentment for registration of transfer of any Security of any series at
the offices or agencies of the Company to be maintained by the Company in
accordance with Section 4.2 with respect to the Securities of such series, the
Company shall execute and register and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Security or
Securities of the same series of like tenor and terms for a like aggregate
principal amount of authorized denominations.

     

    Every
Security issued upon registration of transfer or exchange of Securities pursuant
to this Section shall be the valid obligation of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Security or Securities surrendered upon registration of such transfer or
exchange.

     

    All
Securities of any series presented or surrendered for exchange, registration of
transfer, redemption, conversion or payment shall, if so required by the Company
or any registrar of the Securities of such series, be accompanied by a written
instrument or instruments of transfer, in form satisfactory to the Company and
such registrar, duly executed by the registered holder or by his attorney duly
authorized in writing.

     

       

      
        
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    No
service charge shall be made for any exchange or registration of transfer of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation
thereto.

     

    The
Company shall not be required to exchange or register the transfer of (a) any
Securities of any series during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of outstanding
Securities of such series and ending at the close of business on the relevant
redemption date, or (b) any Securities or portions thereof called or selected
for redemption, except, in the case of Securities called for redemption in part,
the portion thereof not so called for redemption.

     

    Notwithstanding
any other provision of this Section, unless and until it is exchanged in whole
or in part for Securities in definitive form, a global Security representing all
or a portion of the Securities of a series may not be transferred, except as a
whole by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

     

    Notwithstanding
the foregoing, except as otherwise specified pursuant to Section 2.1, any global
Security shall be exchangeable pursuant to this Section only as provided in this
paragraph. If at any time the Depositary for the Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Securities of such series, or if at any time the Depositary for the Securities
of such series shall cease to be a “clearing agency” registered under the
Exchange Act, the Company shall appoint a successor Depositary with respect to
the Securities of such series. If (a) a successor Depositary for the Securities
of such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility (thereby
automatically making the Company’s election pursuant to Section 2.1 no longer
effective with respect to the Securities of such series), (b) the beneficial
owners of interests in a global Security are entitled to exchange such interests
for definitive Securities of such series and of the same tenor and terms, as
specified pursuant to Section 2.1, (c) there shall have occurred and be
continuing an Event of Default with respect to the Securities of such series, or
(d) the Company in its sole discretion and subject to the procedures of the
Depositary determines that the Securities of any series issued in the form of
one or more global Securities shall no longer be represented by such global
Security or Securities, then without unnecessary delay, but, if appropriate, in
any event not later than the earliest date on which such interest may be so
exchanged, the Company shall deliver to the Trustee definitive Securities in
aggregate principal amount equal to the principal amount of such global
Security, executed by the Company and authenticated by the Trustee. On or after
the earliest date on which such interests are or may be so exchanged, such
global Security shall be surrendered by the Depositary to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities upon payment by the beneficial owners of such
interest, at the option of the Company, of a service charge for such exchange
and of a proportionate share of the cost of printing such definitive Securities,
and the Trustee shall authenticate and deliver, (a) to each person specified by
the Depositary in exchange for each portion of such global Security, an equal
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of the same tenor and terms as the portion of such
global Security to be exchanged, and (b) to such Depositary a global Security in
a denomination equal to the difference, if any, between the principal amount of
the surrendered global security and the aggregate principal amount of definitive
Securities delivered to holders thereof; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities of that series to be redeemed and ending on
the relevant redemption date. If a Security is issued in exchange for any
portion of a global Security after the close of business at the office or agency
where such exchange occurs on (i) any record date and before the opening of
business at such office or agency on the 

     


       

      
        
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    relevant
interest payment date, or (ii) any record date for the payment of defaulted
interest and before the opening of business at such office or agency on the
related proposed date for payment of defaulted interest, then interest or
default interest, as the case may be, will not be payable on such interest
payment date or proposed date for payment of defaulted interest, as the case may
be, in respect of such Security, but will be payable on such interest payment
date or proposed date for payment of defaulted interest, as the case may be,
only to the person to whom interest in respect of such portion of such global
Security is payable in accordance with the provisions of this Indenture and such
global Security.

     

    2.6 Temporary
Securities.  Pending
the preparation of definitive Securities of any series, the Company may execute
and the Trustee shall, upon the written order of the Company, authenticate and
deliver temporary Securities of such series (printed or lithographed) of any
denomination and substantially in the form of the definitive Securities of such
series, but with or without a recital of specific redemption prices or
conversion provisions and with such omissions, insertions and variations as may
be appropriate for temporary Securities, all as may be determined by the
Company. Temporary Securities may contain such reference to any provisions of
this Indenture as may be appropriate. Every such temporary Security shall be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. Without
unreasonable delay the Company will execute and deliver to the Trustee
definitive Securities of such series and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor, at the
offices or agencies to be maintained by the Company as provided in Section 4.2
with respect to the Securities of such series, and the Trustee shall, upon the
written order of the Company, authenticate and deliver in exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities of such series. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series authenticated and delivered
hereunder.

     

    2.7 Mutilated,
Destroyed, Lost or Stolen Securities.  In
case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company, in the case of any mutilated Security
shall, and in the case of any destroyed, lost or stolen Security in its
discretion may, execute, and upon its request the Trustee shall authenticate and
deliver, or cause to be authenticated and delivered, a new Security of the same
series of like tenor and terms for a like aggregate principal amount of
authorized denominations in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. In case any such Security shall have matured or shall be about to
mature, instead of issuing a substituted Security, the Company may pay or
authorize payment of the same (without surrender thereof, except in the case of
a mutilated Security). In every case the applicant for a substituted Security or
for such payment shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof. The
Trustee may authenticate any such substituted Security and deliver the same, or
the Trustee or any Paying Agent of the Company may make any such payment, upon
the written request or authorization of any officer of the Company. Upon the
issue of any substituted Security, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses connected therewith
(including the fees and expenses of the Trustee).

     

    To the
extent permitted by mandatory provisions of law, every substituted Security
issued pursuant to the provisions of this Section in substitution for any
destroyed, lost or stolen Security shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
shall be found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of the
same series duly issued hereunder.

     

       

      
        
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    To the
full extent legally enforceable, all Securities shall be held and owned upon the
express condition that the foregoing provisions are exclusive with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
and shall preclude any and all other rights or remedies notwithstanding any law
or statute now existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

     

    2.8 Cancellation
and Disposition of Surrendered Securities.  All
Securities surrendered for the purpose of payment, redemption, exchange,
substitution or registration of transfer, shall, if surrendered to the Company
or any agent of the Company or of the Trustee, be delivered to the Trustee, and
the same, together with Securities surrendered to the Trustee for cancellation,
shall be canceled by it, and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall dispose of canceled Securities in accordance with its customary
procedures and deliver a certificate of disposition thereof to the Company
unless, by an Officer’s Certificate, the Company shall direct that canceled
Securities be returned to it. If the Company shall purchase or otherwise acquire
any of the Securities, however, such purchase or acquisition shall not operate
as a payment, redemption or satisfaction of the indebtedness represented by such
Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee for cancellation.

     

    2.9 Authenticating
Agents.  The
Trustee may from time to time appoint one or more Authenticating Agents with
respect to one or more series of Securities, which shall be authorized to act on
behalf of the Trustee and subject to its direction in authenticating and
delivering Securities of such series pursuant hereto in connection with
exchanges, registrations of transfer, redemptions or conversions, as fully to
all intents and purposes as though any such Authenticating Agent had been
expressly authorized to authenticate and deliver Securities of such series, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as though authenticated by
the Trustee. Wherever reference is made in this Indenture to the authentication
or delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication or
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall at all times be a corporation (including a
banking association) organized and doing business under the laws of the United
States of America or any State or territory thereof or of the District of
Columbia, having a combined capital and surplus of at least five million Dollars
($5,000,000) authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal, state, territorial, or
District of Columbia authorities. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect herein specified in this
Section.

     

    Any
corporation succeeding to the corporate agency business of an Authenticating
Agent shall continue to be an Authenticating Agent, if such successor
corporation is otherwise eligible under this Section, without the execution or
filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent or such successor corporation.

     

    Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time an
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    cease to
be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this
Section.

     

    The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.

     

    Any
Authenticating Agent by the acceptance of its appointment shall be deemed to
have agreed with the Trustee that: it will perform and carry out the duties of
an Authenticating Agent as herein set forth, including among other things the
duties to authenticate and deliver Securities of any series for which it has
been appointed an Authenticating Agent when presented to it in connection with
exchanges, registrations of transfer or any redemptions or conversions thereof;
it will furnish from time to time as requested by the Trustee appropriate
records of all transactions carried out by it as Authenticating Agent and will
furnish the Trustee such other information and reports as the Trustee may
reasonably require; it is eligible for appointment as Authenticating Agent under
this Section and will notify the Trustee promptly if it shall cease to be so
qualified; and it will indemnify the Trustee against any loss, liability or
expense incurred by the Trustee and will defend any claim asserted against the
Trustee by reason of any acts or failures to act of the Authenticating Agent but
it shall have no liability for any action taken by it at the specific written
direction of the Trustee.

     

    2.10 Deferrals
of Interest Payment Dates.  If
specified as contemplated by Section 2.1 or Section 2.2 with respect to the
Securities of a particular series, so long as no Event of Default has occurred
and is continuing, the Company shall have the right, at any time during the term
of such series, from time to time to defer the payment of interest on such
Securities for such period or periods as may be specified as contemplated by
Section 2.1 (each, an “Extension Period”) during which Extension Periods the
Company shall have the right to make partial payments of interest on any
interest payment date. No Extension Period shall end on a date other than an
interest payment date or extend beyond the Stated Maturity. Except as otherwise
contemplated in Section 2.1 or Section 2.2, at the end of any such Extension
Period the Company shall pay all interest then accrued and unpaid on the
Securities (together with Additional Interest or other interest thereon, if any,
at the rate specified for the Securities of such series to the extent permitted
by applicable law).

     

    2.11 Right
of Set-Off.  With
respect to the Securities of a series issued to a SCANA Trust, notwithstanding
anything to the contrary in this Indenture (but subject to the last paragraph of
Section 6.5), the Company shall have the right to set off any payment it is
otherwise required to make thereunder in respect of any such Security to the
extent the Company has theretofore made, or is concurrently on the date of such
payment making, such payment under the SCANA Guarantee relating to such Security
or under Section 6.5 of this Indenture.

     

    2.12 Shortening
or Extension of Stated Maturity.  If
specified as contemplated by Section 2.1 or Section 2.2 with respect to the
Securities of a particular series, the Company shall have the right to (i)
shorten the Stated Maturity of the principal of the Securities of such series at
any time to any date, and (ii) extend the Stated Maturity of the principal of
the Securities of such series at any time at its election for one or more
periods, provided that, if the Company elects to exercise its right to shorten
or extend the Stated Maturity of the principal of the Securities of such series
pursuant to this section, at the time such election is made and at the time of
shortening or extension, such conditions as may be specified in such Securities
shall have been satisfied.

    
       

      
        
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    2.13 Agreed
Tax Treatment.  Each
Security issued hereunder shall provide that the Company and, by its acceptance
of a Security or a beneficial interest therein, the holder of, and any Person
that acquires a beneficial interest in, such Security agree that for United
States federal, state and local tax purposes it is intended that such Security
constitute indebtedness.

     

    2.14 CUSIP
and Other Numbers.  The
Company in issuing the Securities may use “CUSIP” numbers, ISIN numbers or other
similar identifiers (if then generally in use), and, if so, the Trustee shall
use such numbers in notices of redemption as a convenience to holders of
Securities; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in CUSIP, ISIN or
other numbers assigned to the Securities.

     

    ARTICLE
III

     

    REDEMPTION
OF SECURITIES

     

    3.1 Applicability
of Article.  Securities
of any series which are redeemable prior to Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as
contemplated by Section 2.1 for Securities of any series) in accordance with
this Article.

     

    3.2 Mailing
of Notice of Redemption. In case
the Company shall desire to exercise any right to redeem all or, as the case may
be, any part of the Securities of any series pursuant to this Indenture, it
shall give notice of such redemption to holders of the Securities to be redeemed
as hereinafter in this Section provided.

     

    The
Company covenants that it will pay to the Trustee or one or more Paying Agents,
by 11:00 a.m., New York City time, on the date of such redemption, a sum in cash
sufficient to redeem on the redemption date all the Securities so called for
redemption at the applicable redemption price, together with any accrued
interest on the Securities to be redeemed to but excluding the date fixed for
redemption.

     

    Notice of
redemption shall be given to the holders of Securities to be redeemed as a whole
or in part by mailing by first class mail, postage prepaid, a notice of such
redemption not less than 20 nor more than 60 days prior to the date fixed for
redemption to their last addresses as they shall appear upon the Register, but
failure to give such notice by mailing in the manner herein provided to the
holder of any Security designated for redemption as a whole or in part, or any
defect therein, shall not affect the validity of the proceedings for the
redemption of any other Security.

     

    Any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the holder receives the
notice.

     

    Each such
notice of redemption shall identify the Securities to be redeemed (including
CUSIP numbers) and specify (1) the date fixed for redemption, (2) the redemption
price at which Securities are to be redeemed (or if the redemption price cannot
be calculated prior to the time the notice is required to be given, the manner
of calculation thereof), (3) any conditions relating to such redemption, and (4)
if applicable, the conversion price and the date on which the right to convert
the Securities will expire and that holders must comply with the terms of the
Securities in order to convert their Securities, and shall state that (a)
payment of the redemption price of the Securities or portions thereof to be
redeemed will be made at any of the offices or agencies to be maintained by the
Company in accordance with the provisions of Section 4.2 with respect to the
Securities to be redeemed, upon presentation and surrender of such Securities or
portions thereof, and (b) 

    
       

      
        
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    if
applicable, interest accrued to the date fixed for redemption will be paid as
specified in said notice and on and after said date interest thereon will cease
to accrue. If less than all the Securities of any series are to be redeemed, the
notice of redemption to each holder shall specify such holder’s Securities of
such series to be redeemed as a whole or in part. In case any Security is to be
redeemed in part only, the notice which relates to such Security shall state the
portion of the principal amount thereof to be redeemed (which shall be equal to
an authorized denomination for Securities of such series), and shall state that
on and after the redemption date, upon surrender of such Security, the holder
will receive the redemption price in respect to the principal amount thereof
called for redemption and, without charge, a new Security or Securities of the
same series of authorized denominations for the principal amount thereof
remaining unredeemed.

     

    In the
case of any redemption at the election of the Company, the Company shall, at
least 45 days prior to the date fixed for redemption (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such redemption
date, the basis for such redemption and of the principal amount of Securities of
the applicable series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or that is subject to compliance with
conditions provided in the terms of such Securities, the Company shall furnish
the Trustee with an Officer’s Certificate evidencing compliance with such
restriction or conditions. If less than all the Securities of such series are to
be redeemed, thereupon the Trustee shall select, by lot, or in any manner it
shall deem fair, the Securities of such series to be redeemed as a whole or in
part and shall thereafter promptly notify the Company in writing of the
particular Securities of such series or portions thereof to be redeemed. If the
Securities of any series to be redeemed consist of Securities having different
dates on which the principal or any installment of principal is payable or
different rates of interest, if any, or different methods by which interest may
be determined or have any other different tenor or terms, then the Company may,
by written notice to the Trustee, direct that Securities of such series to be
redeemed shall be selected from among groups of such Securities having specified
tenor or terms and the Trustee shall thereafter select the particular Securities
to be redeemed in the manner set forth in the preceding sentence from among the
group of such Securities so specified.

     

    3.3 When
Securities Called for Redemption Become Due and Payable.  If
the giving of notice of redemption shall have been completed as above provided,
the Securities or portions of Securities specified in such notice shall become
due and payable on the date and at the place or places stated in such notice at
the applicable redemption price, together, if applicable, with any interest
accrued (including any Additional Interest or other interest) to but excluding
the date fixed for redemption, and on and after such date fixed for redemption
(unless the Company shall default in the payment of such Securities at the
applicable redemption price, together with any interest accrued to the date
fixed for redemption) any interest on the Securities or portions of Securities
so called for redemption shall cease to accrue, and, except as provided in
Sections 7.5, 12.2 and 12.4, such Securities shall cease from and after the date
fixed for redemption to be entitled to any benefit or security under this
Indenture, and the holders thereof shall have no right in respect of such
Securities except the right to receive the redemption price thereof and any
unpaid interest accrued to but excluding the date fixed for redemption. On
presentation and surrender of such Securities at said place of payment in said
notice specified, such Securities or portions thereof shall be paid and redeemed
by the Company at the applicable redemption price, together with any interest
accrued to but excluding the date fixed for redemption; provided, however, that,
except as otherwise specified as contemplated by Section 2.1, any regular
payment of interest becoming due on the date fixed for redemption shall be
payable to the holders of the Securities registered as such on the relevant
record date as provided in Article Two hereof. Upon surrender of any Security
which is redeemed in part only, the Company shall execute and the Trustee shall
authenticate and deliver at the expense of the Company a new Security of the
same series of like tenor and terms of authorized denomination in principal
amount equal to the unredeemed portion of the Security so surrendered; except
that if a global Security is so surrendered, the Company shall execute, and the
Trustee 

    
       

      
        
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    shall
authenticate and deliver to the Depositary for such global Security, without
service charge, a global Security in a denomination equal to and in exchange for
the unredeemed portion of the principal of the global Security so
surrendered.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid, bear interest from the date fixed
for redemption at the rate borne by or prescribed therefor in the Security, or,
in the case of a Security which does not bear interest, at the rate of interest
set forth therefor in the Security to the extent permitted by law.

     

    ARTICLE
IV

     

    PARTICULAR
COVENANTS OF THE COMPANY

     

    The
Company covenants as follows:

     

    4.1 Payment
of Principal of and Interest on Securities.  The
Company will duly and punctually pay or cause to be paid the principal of and
interest (including any Additional Interest and/or Additional Tax Sums due
thereon), if any, on each of the Securities at the time and places and in the
manner provided herein and in the Securities. Except as otherwise specified as
contemplated by Section 2.1, if the Securities of any series bear interest, each
installment of interest on the Securities of such series may at the option of
the Company be paid (i) by mailing a check or checks for such interest payable
to the Person entitled thereto pursuant to Section 2.3 to the address of such
person as it appears on the Register of Securities of such series or (ii) by
transfer to an account maintained by the Person entitled thereto as specified in
the Register of Securities, provided that proper transfer instructions have been
received by the record date.

     

    4.2 Maintenance
of Offices or Agencies for Registration of Transfer, Exchange and Payment of
Securities.  So
long as any of the Securities shall remain outstanding, the Company will
maintain an office or agency where the Securities may be presented for
registration, conversion, exchange and registration of transfer as in this
Indenture provided, and where notices and demands to or upon the Company in
respect of the Securities or of this Indenture may be served, and where the
Securities may be presented for payment. In case the Company shall designate and
maintain some office or agency other than the previously designated office or
agency, it shall give the Trustee prompt written notice thereof. In case the
Company shall fail to maintain any such office or agency or shall fail to give
such notice of the location or of any change in the location thereof to the
Trustee, presentations and demands may be made and notices may be served at the
principal office of the Trustee.

     

    In
addition to such office or agency, the Company may from time to time constitute
and appoint one or more other offices or agencies for such purposes with respect
to Securities of any series, and one or more paying agents for the payment of
Securities of any series, in such cities or in one or more other cities, and may
from time to time rescind such appointments, as the Company may deem desirable
or expedient, and as to which the Company has notified the Trustee.

     

    4.3 Appointment
to Fill a Vacancy in the Office of Trustee.  The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

     

    4.4 Duties
of Paying Agent. 


     

        (a)           If
the Company shall appoint a Paying Agent other than the Trustee with respect to
Securities of any series, it will cause such Paying Agent to execute and deliver
to the Trustee an 

    
       

      
        
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    instrument
in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section and Section 12.3,

     

    (i) that it
will hold all sums held by it as such agent for the payment of the principal of
or interest, if any, on the Securities of such series (whether such sums have
been paid to it by the Company or by any other obligor on the Securities of such
series) in trust for the benefit of the holders of the Securities of such series
entitled to such principal or interest and will notify the Trustee of the
receipt of sums to be so held,

     

    (ii) that it
will give the Trustee notice of any failure by the Company (or by any other
obligor on the Securities of such series) to make any payment of the principal
of or interest on the Securities of such series when the same shall be due and
payable, and

     

    (iii) that it
will at any time during the continuance of any Event of Default, upon the
written request of the Trustee, deliver to the Trustee all sums so held in trust
by it.

     

    (b) Whenever
the Company shall have one or more Paying Agents with respect to the Securities
of any series, it will, prior to each due date of the principal of or any
interest on a Security of such series, deposit with a Paying Agent of such
series a sum sufficient to pay the principal or interest so becoming due, such
sum to be held in trust for the benefit of the holders of Securities of such
series entitled to such principal or interest, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

     

    (c) If the
Company shall act as its own Paying Agent with respect to the Securities of any
series, it will, on or before each due date of the principal of or any interest
on a Security of such series, set aside, segregate and hold in trust for the
benefit of the holder of such Security, a sum sufficient to pay such principal
or interest so becoming due and will notify the Trustee of such action, or any
failure by it or any other obligor on the Securities of such series to take such
action and will at any time during the continuance of any Event of Default, upon
the written request of the Trustee, deliver to the Trustee all sums so held in
trust by it.

     

    (d) Anything
in this Section to the contrary notwithstanding, the Company may, at any time,
for the purpose of obtaining a satisfaction and discharge of this Indenture with
respect to one or more or all series of Securities hereunder, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust for such
series by it, or any Paying Agent hereunder, as required by this Section, such
sums are to be held by the Trustee upon the trust herein contained.

     

    (e) Anything
in this Section to the contrary notwithstanding, the agreement to hold sums in
trust as provided in this Section is subject to the provisions of Sections 12.3
and 12.4.

     

    4.5 Further
Assurances.  From
time to time whenever reasonably demanded by the Trustee, the Company will make,
execute and deliver or cause to be made, executed and delivered any and all such
further and other instruments and assurances and take all such further action as
may be reasonably necessary or proper to carry out the intention of or to
facilitate the performance of the terms of this Indenture or to secure the
rights and remedies hereunder of the holders of the Securities of any
series.

     

    4.6 Certificate
as to Defaults; Notices of Certain Defaults.  The
Company will, so long as any of the Securities are outstanding, deliver to the
Trustee no later than 120 days after the end of each calendar year, beginning
with the calendar year 2009, a certificate signed by the Company’s principal
executive officer, principal financial officer or principal accounting officer
stating that a review has been made under 

    
       

      
        
          
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    his or
her supervision of the activities of the Company during such year and of the
performance under this Indenture and, to the best of his or her knowledge, the
Company has complied with all conditions and covenants under this Indenture
throughout such calendar year, or if there has been a default in the fulfillment
of any such obligation, specifying each such default known and the nature and
status thereof. For purposes of this Section, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

     

    4.7 Waiver
of Covenants.  The
Company may omit in any particular instance to comply with any covenant or
condition specifically contained in this Indenture for the benefit of one or
more series of Securities, if before the time for such compliance the holders of
a majority in principal amount of the Securities of all series affected (all
series voting as one class) at the time outstanding (determined as provided in
Section 8.4) shall waive such compliance in such instance, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.

     

    4.8 Additional
Tax Sums.  In
the case of the Securities of a series issued to a SCANA Trust, so long as no
Event of Default has occurred and is continuing and except as otherwise
specified as contemplated by Section 2.1 or Section 2.2, in the event that (i) a
SCANA Trust is the holder of all of the Outstanding Securities of such series,
(ii) a Tax Event in respect of such SCANA Trust shall have occurred and be
continuing and (iii) the Company shall not have (a) redeemed the Securities of
such series or (b) terminated such SCANA Trust pursuant to the termination
provisions of the related Trust Agreement, the Company shall pay to such SCANA
Trust (and any permitted successor or assign under the related Trust Agreement)
for so long as such SCANA Trust (or its permitted successor or assignee) is the
registered holder of any Securities of such series, such additional amounts as
may be necessary in order that the amount of Distributions then due and payable
by such SCANA Trust on the related Preferred Securities and Common Securities
that at any time remain outstanding in accordance with the terms thereof shall
not be reduced as a result of any additional taxes, duties and other
governmental charges to which such SCANA Trust has become subject as a result of
such Tax Event (but not including withholding taxes imposed on registered owners
of such Preferred Securities and Common Securities) (the “Additional Tax Sums”).
Whenever in this Indenture or the Securities there is a reference in any context
to the payment of principal of or interest on the Securities, such reference
shall be deemed to include payment of the Additional Tax Sums provided for in
this paragraph to the extent that, in such context, Additional Tax Sums are,
were or would be payable in respect thereof pursuant to the provisions of this
Section and express reference to the payment of Additional Tax Sums (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Tax Sums in those provisions hereof where such express reference is
not made; provided, however, that the deferral of the payment of interest
pursuant to Section 2.10 or the Securities shall not defer the payment of any
Additional Tax Sums that may be then due and payable.

     

    4.9 Additional
Covenants.  The
Company covenants and agrees with each holder of Securities of a series issued
to a SCANA Trust and, to the extent not excluded from the terms of other series
of Securities pursuant to Section 2.1(u) hereof, with each holder of the
Securities of other series issued hereunder, that it shall not (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any shares of the Company’s Capital Stock
(which includes Common Stock and preferred stock), or (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Company that rank on a parity with or junior to the
Securities of such series or make any guarantee payments with respect to any
SCANA Guarantee or other guarantee by the Company of debt securities of any
Subsidiary that by its terms ranks on a parity with or junior to the Securities
of such series (other than (a) dividends or distributions in Common Stock; (b)
any 

    
       

      
        
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    declaration
of a dividend in connection with the implementation of a Rights Plan, the
issuance of any Capital Stock of any class or series of preferred stock of the
Company under any Rights Plan or the redemption or repurchase of any rights
distributed pursuant to a Rights Plan; (c) if applicable, payments under any
SCANA Guarantee relating to the Preferred Securities issued by the SCANA Trust
holding the Securities of such series; and (d) purchases of Common Stock related
to the issuance of Common Stock or rights under any of the Company’s benefit
plans for its directors, officers, employees, consultants or advisors) if at
such time (i) there shall have occurred any event of which the Company has
actual knowledge that (a) with the giving of notice or the lapse of time or
both, would constitute an Event of Default hereunder and (b) in respect of which
the Company shall not have taken reasonable steps to cure, (ii) the Company
shall be in default with respect to its payment of any obligations under a
related SCANA Guarantee or (iii) the Company shall have given notice of its
election to begin an Extension Period as provided in Section 2.10 and shall not
have rescinded such notice, or such Extension Period, or any extension thereof,
shall be continuing.

     

    The
Company also covenants with each holder of Securities of a series issued to a
SCANA Trust (i) to maintain directly or indirectly 100% ownership of the Common
Securities of such SCANA Trust; provided, however, that any permitted successor
or assignee of the Company hereunder may succeed to the Company’s ownership of
such Common Securities, (ii) not to voluntarily terminate, wind up or liquidate
such SCANA Trust, except (a) in connection with a prepayment in full of the
Securities or a distribution of the Securities of such series to the registered
owners of Preferred Securities in liquidation of such SCANA Trust or (b) in
connection with certain mergers, consolidations or amalgamations permitted by
the relevant Trust Agreement and (iii) to use its reasonable efforts, consistent
with the terms and provisions of such Trust Agreement, to cause such SCANA Trust
to remain classified as a grantor trust and not an association taxable as a
corporation for United States federal income tax purposes.

     

    4.10 Calculation
of Original Issue Discount.  The
Company shall file with the Trustee promptly at the end of each calendar year
(i) a written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on outstanding Securities as of the end
of such year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.

     

    ARTICLE
V

     

    SECURITYHOLDERS’
LISTS AND REPORTS BY THE COMPANY

     

    AND
THE TRUSTEE

     

    5.1 Company
to Furnish Trustee Information as to the Names and Addresses of
Securityholders

     

    .  The
Company covenants and agrees that it will furnish or cause to be furnished to
the Trustee, semiannually not more than five days after each record date for
payment of interest, and at such other times as the Trustee may request in
writing within 30 days after receipt by the Company of any such request, a list
in such form as the Trustee may reasonably require containing all information in
the possession or control of the Company, or any Paying Agent or any registrar
of the Securities of each series, other than the Trustee, as to the names and
addresses of the holders of Securities of such series obtained (in the case of
each list other than the first list) since the date as of which the next
previous list was furnished; provided, however, that if the Trustee shall be the
registrar of the Securities of such series, no such list need be furnished; and
provided further that the Company shall not be obligated to provide such a list
of Securityholders at any time the list of Securityholders does not differ from
the most recent list of Securityholders given to the Trustee by the Company. Any
such list may be dated as of a date not more than 15 days prior to the time such
information is furnished or caused to be furnished, and need not include
information received after such date.

     

    
       

      
        
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    5.2 Trustee to Preserve Information as to
the Names and Addresses of Securityholders Received by It.

     

     

    The
Trustee shall comply with the obligations imposed upon it pursuant to Section
312 of the Trust Indenture Act.

     

    Each and
every holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any Paying
Agent nor any registrar shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the holders of Securities in
accordance with Section 312(b) of the Trust Indenture Act, regardless of the
source from which such information was derived, and that the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request made
under Section 312(b) of the Trust Indenture Act.

     

    5.3 Annual
and Other Reports to be Filed by Company with Trustee.

     

    (a)           The
Company covenants and agrees to file with the Trustee within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either of such Sections, then it will file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

     

    (b) The
Company covenants and agrees to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by the
Commission, such additional information, documents, and reports with respect to
compliance by the Company with the conditions and covenants provided for in this
Indenture as may be required from time to time by such rules and
regulations.

     

    (c) The
Company covenants and agrees to transmit to the holders of Securities within 30
days after the filing thereof with the Trustee, in the manner and to the extent
provided in subsection (c) of Section 5.4 with respect to reports pursuant to
subsection (a) of said Section 5.4, such summaries of any information, documents
and reports required to be filed by the Company pursuant to subsections (a) and
(b) of this Section as may be required by rules and regulations prescribed from
time to time by the Commission.

     

    (d) Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer’s Certificates).

    
       

      
        
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    5.4 Trustee to Transmit Annual Report to
Securityholders

     

     

    (a)           On
or before March 31, 2010, and on or before March 31 in every year thereafter, if
and so long as any Securities are outstanding hereunder, the Trustee shall
transmit to the Securityholders as hereinafter in this Section provided, a brief
report dated as of the preceding January 30, with respect to any of the
following events which may have occurred within the previous 12 months (but if
no such event has occurred within such period no report need be
transmitted):

     

    (i) Any
change to its eligibility under Section 7.9, and its qualifications under
Section 7.8;

     

    (ii) The
creation of or any material change to a relationship which, with the occurrence
of an Event of Default, would create a conflicting interest within the meaning
of the Trust Indenture Act;

     

    (iii) The
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
which remain unpaid on the date of such report, and for the reimbursement of
which it claims or may claim a lien or charge prior to that of the Securities of
any series on any property or funds held or collected by it as Trustee, except
that the Trustee shall not be required (but may elect) to report such advances
if such advances so remaining unpaid aggregate not more than one-half of one
percent of the principal amount of the Securities of all series outstanding as
of the date of such report;

     

    (iv) Any
change to the amount, interest rate, and maturity date of all other indebtedness
owing by the Company (or by any other obligor on the Securities) to the Trustee
in its individual capacity, on the date of such report, with a brief description
of any property held as collateral security therefor, except indebtedness based
upon a creditor relationship arising in any manner described in paragraph (2),
(3), (4), or (6) of subsection (b) of Section 311 of the Trust Indenture
Act;

     

    (v) Any
change to the property and funds, if any, physically in the possession of the
Trustee (as such) on the date of such report;

     

    (vi) Any
additional issue of Securities which the Trustee has not previously reported to
Securityholders; and

     

    (vii) Any
action taken by the Trustee in the performance of its duties under this
Indenture which it has not previously reported to Securityholders and which in
its opinion materially affects the Securities of any series, except action in
respect of a default, notice of which has been or is to be withheld by it in
accordance with the provisions of Section 6.7.

     

    (b) The
Trustee shall transmit to the Securityholders, as hereinafter provided, a brief
report with respect to the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) since the date of the last report transmitted
pursuant to the provisions of subsection (a) of this Section (or if such report
has not yet been so transmitted, since the date of execution of this Indenture),
for the reimbursement of which it claims or may claim a lien or charge prior to
that of the Securities of any series on property or funds held or collected by
it as Trustee, and which it has not previously reported pursuant to this
subsection, except that the Trustee shall not be required (but may elect) to
report such advances if such advances so remaining unpaid aggregate not more
than ten percent of the principal amount of Securities of all series outstanding
as of the date of such report, such report to be transmitted within 90 days
after such time.

     

    (c) Reports
pursuant to this Section shall be transmitted by mail (except as otherwise
specified as contemplated by Section 2.1) to all holders of Securities of any
series, as the names and addresses of such holders shall appear upon the
Register of the Securities of such series.

     

    (d) A copy of
each such report shall, at the time of such transmission to Securityholders, be
filed by the Trustee with each stock exchange upon which the Securities of any
series are listed and also with the Commission. The Company will promptly notify
the Trustee when and as the Securities of any series become listed on any stock
exchange.

     

    
       

      
        
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    ARTICLE
VI

    REMEDIES
OF THE TRUSTEE AND SECURITYHOLDERS ON

    EVENT
OF DEFAULT

     

    6.1 Events
of Default Defined.  The
term “Event of Default” whenever used herein with respect to Securities of any
series shall mean any one of the following events:

     

    (a) default
in the payment of any installment of interest upon any of the Securities of such
series as and when the same shall become due and payable, and continuance of
such default for a period of 30 days (subject to the deferral of any due date in
the case of an Extension Period); or

     

    (b) default
in the payment of all or any part of the principal of any of the Securities of
such series as and when the same shall become due and payable whether upon
Maturity, upon any redemption, by declaration or otherwise; or

     

    (c) failure
on the part of the Company duly to observe or perform in any material respect
any covenants or agreements (other than covenants to pay interest and principal,
which are subject to subsections (a) and (b) above of this Section) on the part
of the Company in the Securities or in this Indenture (including any
supplemental indenture or pursuant to any Officer’s Certificate as contemplated
by Section 2.1) which are for the benefit of the Securities of such series, for
a period of 90 days after there has been given, by registered or certified mail,
to the Company by the Trustee, or to the Company and the Trustee by the holders
of not less than 25% in principal amount of the Securities of such series and
all other series so benefited (all series voting as one class) at the time
outstanding under this Indenture a written notice specifying such failure and
stating that such notice is a “Notice of Default” hereunder, unless the Trustee,
or the Trustee and the Holders of a principal amount of Securities of such
series not less than the principal amount of Securities the Holders of which
gave such notice, as the case may be, shall agree in writing to an extension of
such period prior to its expiration; provided, however, that the Trustee or the
Trustee and the Holders of such principal amount of Securities of such series,
as the case may be, shall be deemed to have agreed to an extension of such
period if corrective action is initiated by the Company within such period and
is being diligently pursued; or

     

    (d) the
commencement by the Company of a voluntary case under Chapter 7 or Chapter 11 of
the federal Bankruptcy Code or any other similar state or federal law now or
hereafter in effect, or the consent by the Company to the entry of a decree or
order for relief in an involuntary case under any such law, or the consent by
the Company to the appointment of or the taking possession by a liquidating
agent or committee, conservator or receiver for the Company or any substantial
part of its property, or the general assignment by the Company for the benefit
of its creditors, or the admission by the Company in writing of its inability to
pay its debts as they become due; or

     

    (e) the entry
of a decree or order for relief by a court having jurisdiction in the premises
in respect of the Company in an involuntary case under Chapter 7 or Chapter 11
of the federal Bankruptcy Code or any other similar state or federal law now or
hereafter in effect, and the continuance of any such decree or order unstayed
and in effect for a period of 60 days, or the appointment of or the taking
possession by a liquidating agent or committee, conservator or receiver for the
Company or any substantial part of 

    
       

      
        
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    its
property, and the continuance of any such appointment unstayed and in effect for
a period of 60 days.

     

    If an
Event of Default shall have occurred and be continuing, unless the principal of
all the Securities shall have already become due and payable, either the Trustee
or (i) the holders of not less than 25% in principal amount of all the then
outstanding Securities of the series as to which such Event of Default under
clauses 6.1(a), 6.1(b) or 6.1(c) has occurred (each such series voting as a
separate class in the case of an Event of Default under clauses 6.1(a) or
6.1(b), and all such series voting as one class in the case of an Event of
Default under clauses 6.1(c)), or (ii) the holders of not less than 25% in
principal amount of all of the outstanding Securities in the case of an Event of
Default under clauses 6.1(d) or 6.1(e), by notice in writing to the Company (and
to the Trustee if given by Securityholders) may declare the principal amount (or
if Securities of any series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of all
the Securities of such series in the case of an Event of Default under clauses
6.1(a), 6.1(b) or 6.1(c) or of all the outstanding Securities in the case of an
Event of Default under clauses 6.1(d) or 6.1(e), in each case together with any
accrued interest, to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable;
provided, however, that in the case of the Securities of a series issued to a
SCANA Trust, if upon an Event of Default, the Trustee or the holders of at least
25% in principal amount of the outstanding Securities of such series fail to
declare the principal of all the Securities of that series to be immediately due
and payable, the holders of at least 25% in aggregate liquidation amount of the
corresponding series of Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee.

     

    The
foregoing provisions, however, are subject to the condition that if, at any time
after the principal amount (or specified portion thereof) of the Securities of
any one or more series (or of all the Securities, as the case may be) shall have
been so declared due and payable, and before any judgment or decree for the
payment of moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of such series (or upon all the Securities, as the case may be) and the
principal of any and all Securities of such series (or of any and all the
Securities, as the case may be) which shall have become due otherwise than by
declaration (with interest on overdue installments of interest to the extent
permitted by law and on such principal at the rate or rates of interest borne
by, or prescribed therefor in, the Securities of each such series to the date of
such payment or deposit) and the amounts payable to the Trustee under Section
7.6, and any and all defaults under the Indenture with respect to Securities of
such series (or all Securities, as the case may be), other than the nonpayment
of principal of and any accrued interest on Securities of such series (or any
Securities, as the case may be) which shall have become due by declaration,
shall have been cured, remedied or waived as provided in Section 6.6, then and
in every such case the holders of a majority in principal amount of the
Securities of such series (or of all the Securities, as the case may be) then
outstanding and as to which such Event of Default has occurred (such series or
all series voting as one class, if more than one series are so entitled) by
written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences. In the case of Securities issued to a SCANA
Trust, should the holders of such Securities fail to annul such declaration and
waive such default, the registered owners of a majority in 

     

    
       

      
        
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    aggregate
liquidation preference of related Preferred Securities shall have such right;
but no such rescission and annulment shall extend to or shall affect any
subsequent default, or shall impair any right consequent thereon.

     

    In case
the Trustee, any holder of Securities or any registered owner of Preferred
Securities shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, such holder of Securities or such registered owner of
Preferred Securities then and in every such case the Company, the Trustee, the
holders of the Securities of such series (or of all the Securities, as the case
may be) and the registered owners of Preferred Securities shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Company and the Trustee, the holders of the
Securities of such series (or of all the Securities, as the case may be) and the
registered owners of Preferred Securities shall continue as though no such
proceedings had been taken.

     

    6.2 Covenant
of Company to Pay to Trustee Whole Amount Due on Securities on Default in
Payment of Interest or Principal.  The
Company covenants that (1) in case default shall be made in the payment of any
installment of interest on any of the Securities of any series as and when the
same shall become due and payable, and such default shall have continued for a
period of 30 days (subject to the deferral of any due date in the case of an
Extension Period), or (2) in case default shall be made in the payment of all or
any part of the principal of any of the Securities of any series as and when the
same shall become due and payable, whether upon Maturity, upon any redemption,
by declaration or otherwise, then, upon demand of the Trustee, the Company will
pay to the Trustee, for the benefit of the holders of the Securities of such
series, the whole amount that then shall have become due and payable on all such
Securities of such series for principal or interest, or both, as the case may
be, with interest upon the overdue principal and installments of interest (to
the extent permitted by law) at the rate or rates of interest borne by or
prescribed therefor in the Securities of such series; and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including reasonable compensation to the Trustee, its agents and
counsel, and any expenses or disbursements reasonably incurred, and all
reasonable advances made hereunder by the Trustee, its agents, attorneys and
counsel, except as a result of its negligence or bad faith.

     

    In case
the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any actions or proceedings at law or in equity for
the collection of the sums so due and unpaid, and may prosecute any such action
or proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor upon such Securities, and
collect in the manner provided by law out of the property of the Company or any
other obligor upon such Securities wherever situated the moneys adjudged or
decreed to be payable.

     

    The
Trustee shall be entitled and empowered, either in its own name or as trustee of
an express trust, or as attorney-in-fact for the holders of the Securities of
any series, or in any one or more of such capacities (irrespective of whether
the principal of the Securities of such series shall then be due and payable,
whether upon Maturity, upon any redemption, by declaration or otherwise, and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section) to file and prove a claim or claims for the whole
amount of principal (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) and interest owing and unpaid in respect of the
Securities of such series and to file such other documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation of the 

    
       

      
        
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    Trustee,
its agents and counsel, and for reimbursement of all expenses and disbursements
reasonably incurred, and all reasonable advances made hereunder by the Trustee,
its agents and counsel, except as a result of its negligence or bad faith) and
of the holders of the Securities of such series allowed in any equity
receivership, insolvency, bankruptcy, liquidation, arrangement, readjustment,
reorganization or any other judicial proceedings relative to the Company or any
other obligor on the Securities of such series or their creditors, or their
property. The Trustee is hereby irrevocably appointed (and the successive
respective holders of the Securities of each series by taking and holding the
same shall be conclusively deemed to have so appointed the Trustee) the true and
lawful attorney-in-fact of the respective holders of the Securities of such
series, with authority to make and file in the respective names of the holders
of the Securities of such series, or on behalf of the holders of the Securities
of such series as a class, any proof of debt, amendment of proof of debt, claim,
petition or other document in any such proceeding and to receive payment of any
sums becoming distributable on account thereof, and to execute any such other
papers and documents and to do and perform any and all such acts and things for
and on behalf of such holders of the Securities of such series, as may be
necessary or advisable in the opinion of the Trustee in order to have the
respective claims of the Trustee and of the holders of the Securities of such
series allowed in any such proceeding, and to receive payment of or on account
of such claims and to distribute the same, and any receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the holders, to pay to the Trustee any amount due to it
under Section 7.6; provided, however, that nothing herein shall be deemed to
authorize the Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities of such series or the rights
of any holder thereof, or to authorize the Trustee to vote in respect of the
claim of any holder of Securities of such series in any such
proceeding.

     

    All
rights of action and of asserting claims under this Indenture, or under any of
the Securities of any series, may be enforced by the Trustee without the
possession of any of the Securities of such series, or the production thereof on
any trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee, shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
such Trustee, its agents and counsel, for the ratable benefit of the holders of
the Securities of such series.

     

    6.3 Application
of Moneys Collected by Trustee. Any
moneys collected by the Trustee pursuant to Section 6.2 shall be applied in the
order following, at the date or dates fixed by the Trustee for the distribution
of such moneys, upon presentation of the several Securities in respect of which
moneys have been collected, and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

     

    First: To
the payment of reasonable costs and expenses of collection, and of all amounts
payable to the Trustee under Section 7.6;

     

    Second:
Subject to Article XIV, in case the principal of the outstanding Securities in
respect of which moneys have been collected shall not have become due and be
unpaid, to the payment of any unpaid interest on such Securities, in the order
of the maturity of the installments of such interest, with interest upon the
overdue installments of interest (so far as permitted by law and to the extent
that such interest has been collected by the Trustee) at the rate or rates of
interest borne by, or prescribed therefor in, such Securities, such payments to
be made ratably to the persons entitled thereto, without discrimination or
preference;

     

    
       

      
        
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    Third:
Subject to Article XIV, in case the principal of the outstanding Securities in
respect of which such moneys have been collected shall have become due and be
unpaid, whether upon Maturity, upon any redemption, by declaration or otherwise,
to the payment of the whole amount then owing and unpaid upon such Securities
for principal and interest, if any, with interest on the overdue principal and
any installments of interest (so far as permitted by law and to the extent that
such interest has been collected by the Trustee) at the rate or rates of
interest borne by, or prescribed therefor in, such Securities; and in case such
moneys shall be insufficient to pay in full the whole amount so due and unpaid
upon such Securities, then to the payment of such principal and interest,
without preference or priority of principal over interest, or of interest over
principal, or of any installment of interest over any other installment of
interest, or of any Security over any other Security, ratably to the aggregate
of such unpaid principal and interest; and

     

    Fourth:
To the payment of the remainder, if any, to the Company, its successors or
assigns, or to whomsoever may be lawfully entitled to receive the same, or as a
court of competent jurisdiction may direct.

     

    6.4 Limitation
on Suits by Holders of Securities.  No
holder of any Security of any series shall have any right by virtue or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the holders of not less than a majority in principal
amount of all the Securities at the time outstanding (considered as one class)
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 6.6; it being understood and intended, and being
expressly covenanted by the taker and holder of every Security with every other
taker and holder and the Trustee, that no one or more holders of Securities
shall have any right in any manner whatever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of the
holders of any other of such Securities, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Securities. For the protection and enforcement
of the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in
equity.

     

    Notwithstanding
any other provisions in this Indenture, the right of any holder of any Security
to receive payment of the principal of and interest on such Security, on or
after the respective due dates expressed in such Security (or, in the case of
redemption on or after the date fixed for redemption), or to institute suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such holder.

     

    6.5 On
Default Trustee May Take Appropriate Action; Direct Action.  In
case of an Event of Default hereunder the Trustee may in its discretion proceed
to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either by suit in equity or by action at
law or by proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right 

    
       

      
        
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    vested in
the Trustee by this Indenture or by law. Except as provided in the last
paragraph of Section 2.7, all powers and remedies given by this Article to the
Trustee or to the Securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee, of any holder of any of the Securities or any registered owner
of Preferred Securities to exercise any right or power accruing upon any Event
of Default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 8.4, every power
and remedy given by this Article or by law to the Trustee, to the
Securityholders or the registered owners of Preferred Securities may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee, by the Securityholders or by the registered owners of Preferred
Securities, as the case may be.

     

    In the
case of Securities of a series issued to a SCANA Trust, any holder of the
corresponding series of Preferred Securities issued by such SCANA Trust shall
have the right, upon the occurrence of an Event of Default described in Section
6.1(a) or (b) above, to institute a suit directly against the Company (a “Direct
Action”) for enforcement of payment to such holder of principal of (including
premium, if any) and interest (including any Additional Interest) on the
Securities having a principal amount equal to the aggregate liquidation amount
of such Preferred Securities of the corresponding series held by such holder.
Notwithstanding any payments made to a holder of such Preferred Securities by
the Company pursuant to a Direct Action initiated by such holder, the Company
shall remain obligated to pay the principal of or interest due on the
Securities, and the Company shall be subrogated to the rights of the holder of
such Preferred Securities with respect to payments on the Preferred Securities
to the extent of any payments made by the Company to such holder in any Direct
Action.

     

    6.6 Rights
of Holders of Majority in Principal Amount of Securities to Direct Trustee and
to Waive Default.  The
holders of at least a majority in principal amount of the Securities of any one
or more series or of all the Securities, as the case may be (voting as one
class), at the time outstanding (determined as provided in Section 8.4) shall
have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee under this Indenture with respect to such one or
more series; provided, however, that subject to Section 7.1, the Trustee shall
have the right to decline to follow any such direction if the Trustee being
advised by Opinion of Counsel determines that the action so directed may not
lawfully be taken, or if the Trustee in good faith shall, by a Responsible
Officer or Officers of the Trustee, determine that the proceedings so directed
would be illegal or involve it in personal liability or be unduly prejudicial to
the rights of Securityholders of such one or more series not parties to such
direction, and provided further that nothing in this Indenture shall impair the
right of the Trustee to take any action deemed proper by the Trustee and which
is not inconsistent with such direction by such Securityholders of such one or
more series. The holders of at least a majority in principal amount of the
Securities of all series as to which an Event of Default hereunder has occurred
(all series voting as one class) at the time outstanding (determined as provided
in Section 8.4) and, in the case of any Preferred Securities of a series issued
to a SCANA Trust, the holders of at least a majority in aggregate liquidation
amount of the Preferred Securities issued by such SCANA Trust, may waive any
past default hereunder with respect to such series and its consequences, except
a default in the payment of the principal of or interest on any of such
Securities or Preferred Securities or in respect of a covenant or provision
hereof which under Article Ten cannot be modified or amended without the consent
of the holder of each Security so affected. Upon any such waiver, such default
shall cease to exist and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose of this Indenture, but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon. Any such waiver shall be deemed to be on behalf of the holders of all
the Securities 

    
       

      
        
          
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    of such
series or, in the case of a waiver by registered owners of Preferred Securities
issued by such SCANA Trust, on behalf of all registered owners of Preferred
Securities issued by such SCANA Trust.

     

    6.7 Trustee
to Give Notice of Defaults Known to It, but May Withhold in Certain
Circumstances.  The
Trustee shall, within ten Business Days after the occurrence of any default
hereunder with respect to the Securities of any series, give to the holders of
the Securities of such series in the manner and to the extent provided in
subsection (c) of Section 5.4 with respect to reports pursuant to subsection (a)
of said Section 5.4, notice of such default actually known to the Trustee unless
such default shall have been cured, remedied or waived before the giving of such
notice (the term “default” for the purposes of this Section being hereby defined
to be the events specified in clauses (c), (d) and (e) of Section 6.1 and
default in the payment of the principal of or interest on Securities of any
series, not including any periods of grace provided for therein, and
irrespective of the giving of written notice specified therein); provided,
however, that, except in the case of default in the payment of the principal of
or interest on any of the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors of the Trustee or the
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the holders of the Securities
of such series.

     

    6.8 Requirement
of an Undertaking to Pay Costs in Certain Suits Under the Indenture or Against
the Trustee.  All
parties to this Indenture agree, and each holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any holder of Securities of any series or
group of such Securityholders, holding in the aggregate more than ten percent in
principal amount of all the Securities (all series considered as one class)
outstanding, or to any suit instituted by any Securityholder for the enforcement
of the payment of the principal of or interest on any Security, on or after the
due date expressed in such Security (or in the case of any redemption, on or
after the date fixed for redemption).

     

    ARTICLE
VII

     

    CONCERNING
THE TRUSTEE

     

    7.1 Upon
Event of Default Occurring and Continuing, Trustee Shall Exercise Powers Vested
in It, and Use Same Degree of Care and Skill in Their Exercise, as a Prudent Man
Would Use. The
Trustee, prior to the occurrence of an Event of Default and after the curing,
remedying or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has not
been cured, remedied or waived) the Trustee shall exercise such of the rights
and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

     

    No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct; provided, however, that

     

    (a) Prior to
the occurrence of an Event of Default and after the curing, remedying or waiving
of all Events of Default which may have occurred:

    
       

      
        
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    (i)           the
duties and obligations of the Trustee shall be determined solely by the express
provisions of this Indenture and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and

     

    (ii)           in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture;

     

    (b) The
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Trustee, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts upon which such
judgment was made;

     

    (c) The
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the holders of
Securities pursuant to Section 6.6 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this
Indenture;

     

    (d) Whether
or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 7.1; and

     

    (e) None of
the provisions contained in this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if there is reasonable ground for believing that the repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

     

    7.2 Reliance
on Documents, Opinions, Etc.

     

      Except
as otherwise provided in Section 7.1,

     

    (a) The
Trustee may rely and shall be fully protected in acting or refraining from
acting in good faith upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, appraisal, bond,
debenture, note, other evidence of indebtedness or other paper or document
reasonably believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties;

     

    (b) Any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officer’s Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any Resolution of the
Company may be evidenced to the Trustee by a copy thereof certified by a
Secretary;

     

    (c) The
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of Counsel with respect to legal matters shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted to be taken by it hereunder in good faith and in accordance with such
advice or Opinion of Counsel;

    
       

      
        
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    (d) The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Securityholders pursuant to this Indenture, unless such Securityholders shall
have offered to the Trustee such adequate security or indemnity against the
costs, expenses (including attorneys’ fees and expenses) and liabilities that
might be incurred by it in complying with such request or
direction;

     

    (e) The
Trustee shall not be liable for any action taken or omitted to be taken by it in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture;

     

    (f) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, approval, bond, debenture, note,
other evidence of indebtedness or other paper or document, unless requested in
writing to do so by the holders of Securities pursuant to Section 6.6, but the
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Indenture, the Trustee may require adequate indemnity against
such costs, expenses or liabilities as a condition to so proceeding; and
provided further, that nothing in this subsection (f) shall require the Trustee
to give the Securityholders any notice other than that required by Section 6.7.
The reasonable expense of every such examination shall be paid by the Company
or, if paid by the Trustee, shall be repaid by the Company upon
demand;

     

    (g) The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed by it hereunder; provided, however, that the Trustee
shall be responsible for its own negligence or recklessness with respect to the
selection of any such agent or attorney;

     

    (h) The
Trustee shall be under no responsibility for the approval by it in good faith of
any expert for any of the purposes expressed in this Indenture; and

     

    (i) The
Trustee shall not be deemed to have notice of any Event of Default unless a
Responsible Officer of the Trustee in its Corporate Trust Office has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee
from the Company or any Securityholder, and such notice references the
Securities and this Indenture.

     

    7.3 Trustee
Not Liable for Recitals in Indenture or in Securities.  The
recitals contained herein and in the Securities (other than the certificate of
authentication on the Securities) shall be taken as the statements of the
Company, and the Trustee does not assume any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of the proceeds of the
Securities of any series.

     

    7.4 May
Hold Securities.  The
Trustee or any agent of the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities and, subject to Section 7.8, with
the same rights it would have if it were not Trustee or such agent.

    
       

      
        
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    7.5 Moneys
Received by Trustee to be Held in Trust without Interest.  Subject
to the provisions of Section 12.4, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest
on any moneys received by it hereunder.

     

    7.6 Trustee
Entitled to Compensation, Reimbursement and Indemnity.  The
Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, such compensation as shall be agreed to in writing
between the Company and the Trustee (which shall not be limited by any provision
of law in regard to the compensation of a trustee of any express trust), and,
the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in connection with the acceptance or administration of its trust under this
Indenture (including the reasonable compensation and the reasonable expenses and
disbursements of its agents and counsel and of all persons not regularly in its
employ) except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants and agrees to indemnify each
of the Trustee, any predecessor Trustee and their agents for, and to hold them
harmless against, any loss, liability or expense incurred without negligence or
bad faith on their part and arising out of or in connection with the acceptance
or administration of this trust and performance of their duties hereunder,
including the reasonable costs and expenses (including reasonable fees and
disbursements of their counsel) of defending themselves against any claim or
liability in connection with the exercise or performance of any of the powers or
duties hereunder. The obligations of the Company under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder and shall survive satisfaction and
discharge of this Indenture and the resignation or removal of the Trustee. Such
additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of or interest, if any,
on particular Securities.

     

    Without
prejudice to any other rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 6.1(d) or Section 6.1(e), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

     

    7.7 Right
of Trustee to Rely on Officer’s Certificate where No Other Evidence Specifically
Prescribed

     

    .  Except
as otherwise provided in Section 7.1, whenever in the administration of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting to take any action
hereunder, the Trustee (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on its
part, request and rely upon an Officer’s Certificate which, upon receipt of such
request, shall be promptly delivered by the Company.

     

    7.8 Disqualification;
Conflicting Interests

     

    .  If
the Trustee has or shall acquire any conflicting interest, within the meaning of
the Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture.

     

    7.9 Requirements
for Eligibility of Trustee

     

    .  There
shall at all times be a Trustee hereunder that is a corporation, organized and
doing business under the laws of the United States of America, any state


    
       

      
        
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    thereof
or the District of Columbia which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by federal,
state or District of Columbia authority; further, such corporation shall be
eligible under Sections 310(a)(1) and (5) of the Trust Indenture Act to act as
trustee under an indenture qualified under the Trust Indenture Act and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

     

    7.10 Resignation
and Removal of Trustee.

     

    (a) The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign
with respect to one or more or all series of Securities by giving written notice
of such resignation to the Company and by giving to the holders of Securities of
the applicable series notice thereof in the manner and to the extent provided in
subsection (c) of Section 5.4 with respect to reports pursuant to subsection (a)
of Section 5.4. Upon receiving such notice of resignation and if the Company
shall deem it appropriate evidence satisfactory to it of such mailing, the
Company shall promptly appoint a successor Trustee with respect to the
applicable series (it being understood that any successor Trustee may be
appointed with respect to the Securities of one or more or all of such series
and at any time there shall be only one Trustee with respect to the Securities
of any particular series) by written instrument, in duplicate, executed pursuant
to a Resolution of the Company, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor Trustee. If no successor
Trustee shall have been so appointed with respect to any series and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee, or any Securityholder
who has been a bona fide holder of a Security or Securities of the applicable
series for at least six months may, subject to the provisions of Section 6.8, on
behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor Trustee. Such court may thereupon after such
notice, if any, as it may deem proper and prescribe, appoint a successor
Trustee.

     

    (b) In case
at any time any of the following shall occur:

     

    (i)           The
Trustee shall fail to comply with Section 7.8 after written request therefor by
the Company or by any Securityholder who has been a bona fide holder of a
Security or Securities of the applicable series for at least six months,
or

     

    (ii)           The
Trustee shall cease to be eligible in accordance with the provisions of Section
7.9 and shall fail to resign after written request therefor by the Company or by
any such Securityholder, or

     

    (iii)           The
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,

     

    then, in
any such case, the Company may remove the Trustee with respect to the applicable
series and appoint a successor Trustee with respect to the applicable series by
written instrument, in duplicate, executed pursuant to a Resolution of the
Company, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor Trustee, or, subject to the provisions of
Section 6.8, any Securityholder who has been a bona fide holder of a Security or


    
       

      
        
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    Securities
of the applicable series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee with
respect to the applicable series. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor Trustee.

     

    (c) The
holders of a majority in principal amount of the Securities of any one series
voting as a separate class or all series voting as one class at the time
outstanding (determined as provided in Section 8.4) may at any time remove the
Trustee with respect to the applicable series or all series, as the case may be,
and appoint a successor Trustee with respect to the applicable series or all
series, as the case may be, by written instrument or instruments signed by such
holders or their attorneys-in-fact duly authorized, or by the affidavits of the
permanent chairman and permanent secretary of a meeting of the Securityholders
(as elected in accordance with Section 9.5) evidencing the vote upon a
resolution or resolutions submitted thereto with respect to such removal and
appointment (as provided in Article Nine), and by delivery thereof to the
Trustee so removed, to the successor Trustee and to the Company.

     

    (d) Any
resignation or removal of the Trustee and any appointment of a successor Trustee
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor Trustee as provided in Section
7.11.

     

    7.11 Acceptance
by Successor Trustee.  Any
successor Trustee with respect to all series of Securities appointed as provided
in Section 7.10 shall execute, acknowledge and deliver to the Company and to its
predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee with respect to
all series shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties with respect to such series of its predecessor
hereunder, with like effect as if originally named as Trustee herein; but, on
the written request of the Company or of the successor Trustee, the Trustee
ceasing to act shall, upon payment of any amounts then due it pursuant to the
provisions of Section 7.6, execute and deliver an instrument transferring to
such successor Trustee all the rights and powers with respect to such series of
the Trustee so ceasing to act. Upon the request of any such successor Trustee,
the Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor Trustee all such rights
and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon
all property or funds held or collected by such Trustee or any successor Trustee
to secure any amounts then due it pursuant to the provisions of Section
7.6.

     

    In case
of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of such series
shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of such series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of such
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-Trustees of the same trust and that each such
Trustee shall be 

    
       

      
        
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    Trustee
of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of such series to which the appointment
of such successor Trustee relates; but, on written request of the Company or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of such series to which the appointment
of such successor Trustee relates.

     

    No
successor Trustee shall accept appointment as provided in this Section unless at
the time of such acceptance such successor Trustee shall be qualified under the
provisions of Section 7.8 and eligible under the provisions of Section
7.9.

     

    Upon
acceptance of appointment by a successor Trustee as provided in this Section,
the successor Trustee shall at the expense of the Company transmit notice of the
succession of such Trustee hereunder to the holders of Securities of any
applicable series in the manner and to the extent provided in subsection (c) of
Section 5.4 with respect to reports pursuant to subsection (a) of said Section
5.4.

     

    7.12 Successor
to Trustee by Merger, Consolidation or Succession to Business.  Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be qualified under the provisions of Section 7.8 and eligible
under the provisions of Section 7.9, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

     

    In case
at the time such successor to the Trustee shall succeed to the trusts created by
this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor Trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor Trustee; and in all such cases such certificates shall have the full
force which it is anywhere in the Securities or in this Indenture provided that
the certificate of the Trustee shall have; provided, however, that the right to
adopt the certificate of authentication of any predecessor Trustee or to
authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or
consolidation.

     

    7.13 Limitations
on Preferential Collection of Claims by the Trustee.

     

    The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent included therein.

     

    ARTICLE
VIII

    CONCERNING
THE SECURITYHOLDERS

     

    8.1 Evidence
of Action by Securityholders.  Whenever
in this Indenture it is provided that the holders of a specified percentage in
principal amount of the Securities of any or all series may take any action
(including the making of any demand or request, the giving of any notice,
consent, or waiver or the 

    
       

      
        
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    taking of
any other action), the fact at the time of taking any such action the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by such
Securityholders in person or by agent or proxy appointed in writing, or (b) by
the record of such holders of Securities voting in favor thereof at any meeting
of such Securityholders duly called and held in accordance with the provisions
of Article Nine, or (c) by a combination of such instrument or instruments and
any such record of such a meeting of such Securityholders.

     

    If there
shall be more than one Trustee acting hereunder with respect to separate series
of Securities, such Trustees shall collaborate, if necessary, in acting under
Article Nine and in determining whether the holders of a specified percentage in
principal amount of the Securities of any or all series have taken any such
action.

     

    8.2 Proof
of Execution of Instruments and of Holding of Securities.  Subject
to the provisions of Sections 7.1, 7.2 and 9.5, proof of the execution of any
instrument by a Securityholder or his agent or proxy and proof of the holding by
any person of any of the Securities shall be sufficient if made in the following
manner:

     

    (a)           The
fact and date of the execution by any such person of any instrument may be
proved in any reasonable manner acceptable to the Trustee;

     

    (b)           The
ownership of Securities of any series shall be proved by the Register of such
Securities of such series, or by certificates of the Security registrar thereof;
and

     

    (c)           The
Trustee shall not be bound to recognize any person as a Securityholder unless
and until title to the Securities held by him is proved in the manner in this
Article Eight provided.

     

    (i)           The
record of any Securityholders’ meeting shall be proved in the manner provided in
Section 9.6; and

     

    (ii)           The
Trustee may accept such other proof or require such additional proof of any
matter referred to in this Section as it shall deem reasonable.

     

    8.3 Who
may be Deemed Owners of Securities.  Prior
to due presentment for registration of transfer of any Security, the Company,
the Trustee and any agent of the Company or the Trustee may deem and treat the
person in whose name such Security shall be registered upon the Register of
Securities of the series of which such Security is a part as the absolute owner
of such Security (whether or not payments in respect of such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or an account of the principal of and
interest, subject to Section 2.3, on such Security and for all other purposes;
and neither the Company nor the Trustee nor any agent of the Company or the
Trustee shall be affected by any notice to the contrary. All such payments so
made to any such holder for the time being, or upon his order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.

     

    8.4 Securities
Owned by Company or Controlled or Controlling Persons Disregarded for Certain
Purposes.  In
determining whether the holders of the requisite principal amount of Securities
have concurred in any demand, direction, request, notice, vote, consent, waiver
or other action under this Indenture, Securities which are owned by the Company
or any other obligor on the Securities or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any other obligor on the Securities shall be disregarded and deemed
not to be outstanding for the purpose of any such determination, provided that
for the purposes of determining whether the Trustee 

     

    
       

      
        
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    shall be
protected in relying on any such demand, direction, request, notice, vote,
consent, waiver or other action, only Securities which a Responsible Officer of
the Trustee assigned to its principal office actually knows are so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as outstanding for the purposes of this Section, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee’s right to vote
such Securities and that the pledgee is not a person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any such other obligor. Upon request of the Trustee, the Company
shall furnish to the Trustee promptly an Officer’s Certificate listing and
identifying all Securities, if any, known by the Company to be owned or held by
or for the account of the Company or any other obligor on the Securities or by
any person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company or any other obligor on the
Securities; and, subject to the provisions of Section 7.1, the Trustee shall be
entitled to accept such Officer’s Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are outstanding for the purpose of any such determination.

     

    8.5 Instruments
Executed by Securityholders Bind Future Holders.  At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.1, of the taking of any action by the holders of the percentage in
principal amount of the Securities specified in this Indenture in connection
with such action, any holder of a Security which is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee at its principal office and upon
proof of holding as provided in Section 8.2, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the holder
of any Security and any direction, demand, request, notice, waiver, consent,
vote or other action of the holder of any Security which by any provisions of
this Indenture is required or permitted to be given shall be conclusive and
binding upon such holder and upon all future holders and owners of such
Security, and of any Security issued in lieu thereof or upon registration of
transfer thereof, irrespective of whether any notation in regard thereto is made
upon such Security. Any action taken by the holders of the percentage in
principal amount of the Securities of any or all series specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all of the Securities of such series
subject, however, to the provisions of Section 7.1.

     

    ARTICLE
IX

    SECURITYHOLDERS’
MEETINGS

     

    9.1 Purposes
for which Meetings may be Called.  A
meeting of holders of Securities of any or all series may be called at any time
and from time to time pursuant to the provisions of this Article for any of the
following purposes:

     

    (a) To give
any notice to the Company or to the Trustee, or to give any directions to the
Trustee, or to consent to the waiving of any default hereunder and its
consequences, or to take any other action authorized to be taken by holders of
Securities of any or all series, as the case may be, pursuant to any of the
provisions of Article Six;

     

    (b) To remove
the Trustee and appoint a successor Trustee pursuant to the provisions of
Article Seven;

     

    (c) To
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 10.2; or

    
       

      
        
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    (d) To take
any other action authorized to be taken by or on behalf of the holders of any
specified principal amount of the Securities of any or all series, as the case
may be, under any other provision of this Indenture or under applicable
law.

     

    9.2 Manner
of Calling Meetings.  The
Trustee may at any time call a meeting of Securityholders to take any action
specified in Section 9.1, to be held at such time and at such place in the
Borough of Manhattan, State of New York, as the Trustee shall determine. Notice
of every meeting of Securityholders setting forth the time and place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be mailed (except as otherwise specified as contemplated by Section 2.1)
not less than 15 nor more than 90 days prior to the date fixed for the
meeting.

     

    9.3 Call
of Meeting by Company or Securityholders.  In
case at any time the Company, pursuant to a Resolution of the Company, or the
holders of not less than ten percent in principal amount of the Securities of
any or all series, as the case may be, then outstanding, shall have requested
the Trustee to call a meeting of holders of Securities of any or all series, as
the case may be, to take any action authorized in Section 9.1 by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed (except as otherwise specified as
contemplated by Section 2.1) notice of such meeting within 20 days after receipt
of such request, then the Company or such holders of Securities in the amount
above specified may determine the time and place in the Borough of Manhattan,
State of New York, for such meeting and may call such meeting to take any action
authorized in Section 9.1, by mailing notice thereof as provided in Section
9.2.

     

    9.4 Who
May Attend and Vote at Meetings.  To
be entitled to vote at any meeting of Securityholders a person shall (a) be a
holder of one or more Securities with respect to which the meeting is being
held, or (b) be a person appointed by an instrument in writing as proxy by such
holder of one or more Securities. The only persons who shall be entitled to be
present or to speak at any meeting of Securityholders shall be the persons
entitled to vote at such meeting and their counsel and any representatives of
the Trustee and its counsel and any representatives of the Company and its
counsel.

     

    9.5 Regulations
may be made by Trustee.  Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Securityholders, in
regard to proof of the holding of Securities and of the appointment of proxies,
and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall think fit. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 8.2 and the appointment of any proxy shall be proved in the manner
specified in said Section 8.2; provided, however, that such regulations may
provide that written instruments appointing proxies regular on their face, may
be presumed valid and genuine without the proof hereinabove or in said Section
8.2 specified.

     

    The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by
Securityholders as provided in Section 9.3, in which case the Company or the
Securityholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by majority vote of the meeting.

     

    Subject
to the provisions of Section 8.4, at any meeting each Securityholder or proxy
shall be entitled to one vote for each $1,000 principal amount of Securities
held or represented by him, provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security challenged as not outstanding


    
       

      
        
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    and ruled
by the permanent chairman of the meeting to be not outstanding; provided,
further, that each holder of Original Issue Discount Securities shall be
entitled to one vote for each $1,000 amount which would be due upon acceleration
of his Original Issue Discount Security on the date of the meeting. Neither a
temporary nor a permanent chairman of the meeting shall have a right to vote
other than by virtue of Securities held by him or instruments in writing as
aforesaid duly designating him as the person to vote on behalf of other
Securityholders. Any meeting of Securityholders duly called pursuant to the
provisions of Section 9.2 or 9.3 may be adjourned from time to time, and the
meeting may be held so adjourned without further notice.

     

    At any
meeting of Securityholders, the presence of persons holding or representing
Securities in principal amount sufficient to take action on the business for the
transaction of which such meeting was called shall constitute a quorum, but, if
less than a quorum is present, the person or persons holding or representing a
majority in principal amount of the Securities represented at the meeting may
adjourn such meeting with the same effect for all intents and purposes, as
though a quorum had been present.

     

    9.6 Manner
of Voting at Meetings and Record to be Kept.  The
vote upon any resolution submitted to any meeting of Securityholders shall be by
written ballots on which shall be subscribed the signatures of the holders of
Securities or of their representatives by proxy and the principal amount or
principal amounts of the Securities held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the permanent secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Securityholders shall be prepared by the
permanent secretary of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote by ballot taken
thereat and affidavits by one or more persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing that said notice
was mailed as provided in Section 9.2. The record shall show the principal
amount or principal amounts of the Securities voting in favor of, against, or
abstaining from voting on, any resolution. The record shall be signed and
verified by the affidavits of the permanent chairman and permanent secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

     

    Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.

     

    9.7 Exercise
of Rights of Trustee, Securityholders and Registered owners of Preferred
Securities Not to be Hindered or Delayed.  Nothing
in this Article contained shall be deemed or construed to authorize or permit,
by reason of any call of a meeting of Securityholders or any rights expressly or
impliedly conferred hereunder to make such call any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee, to
the Securityholders or the registered owners of Preferred Securities under any
of the provisions of this Indenture or of the Securities.

     

    ARTICLE
X

    SUPPLEMENTAL
INDENTURES

     

    10.1 Purposes
for which Supplemental Indentures may be Entered into Without Consent of
Securityholders.  Without
the consent of any Securityholders or any registered owners of Preferred
Securities, the Company, when authorized by a Resolution of the Company, and the
Trustee may from time to time, and at any time enter into an indenture or
indentures supplemental hereto, in form satisfactory to such Trustee (which
shall comply with the provisions of the Trust Indenture Act as then in effect),
for one or more of the following purposes:

    
       

      
        
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    (a) To
evidence the succession of another corporation to the Company, or successive
successions, and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company pursuant to Article Eleven
hereof;

     

    (b) To add to
the covenants of the Company such further covenants, restrictions or conditions
as the Company and the Trustee shall consider to be for the protection of the
holders of all or any series of Securities (and if such covenants, restrictions
or conditions are to be for the benefit of less than all series of Securities,
stating that such covenants, restrictions or conditions are expressly being
included solely for the benefit of such series), and to make the occurrence, or
the occurrence and continuance, of a default in any such additional covenants,
restrictions or conditions a default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, however, that in respect to any such additional
covenant, restriction or condition such supplemental indenture may provide for a
particular period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to the Trustee
upon such default;

     

    (c) To add or
change any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons;

     

    (d) To change
or eliminate any of the provisions of this Indenture; provided, however, that
any such change or elimination shall become effective only when there is no
Security of any series outstanding created prior to the execution of such
supplemental indenture which is entitled to the benefit of such
provision;

     

    (e) To
establish the form or terms of Securities of any series as permitted by Section
2.1 and 2.2;

     

    (f) To cure
any ambiguity or to correct or supplement any provision contained herein or in
any supplemental indenture which may be defective or inconsistent with any other
provisions contained herein or in any supplemental indenture, or to make such
other provision in regard to matters or questions arising under this Indenture
or any supplemental indenture; provided, however, that such action shall not
adversely affect the interest of the holders of Securities of any series in any
material respect or, in the case of the Securities of a series issued to a SCANA
Trust and for so long as any of the corresponding series of Preferred Securities
issued by such SCANA Trust shall remain outstanding, the holders of such
Preferred Securities;

     

    (g) To
mortgage or pledge to the Trustee as security for the Securities any property or
assets which the Company may desire to mortgage or pledge as security for the
Securities;

     

    (h) To
qualify, or maintain the qualification of, the Indenture under the Trust
Indenture Act; and

     

    (i) To
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Section 12.5, provided that any such action shall not
adversely affect the interests of any holder of a Security of such series or any
other Security or coupon in any material respect.

    
       

      
        
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    The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, mortgage, pledge or assignment of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.

     

    Any
supplemental indenture authorized by the provisions of this Section may be
executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time outstanding, notwithstanding any of the
provisions of Section 10.2.

     

    10.2 Modification
of Indenture with Consent of Holders of a Majority in Principal Amount of
Securities.  With
the consent (evidenced as provided in Section 8.1) of the holders of not less
than a majority in principal amount of the Securities of all series at the time
outstanding (determined as provided in Section 8.4) affected by such
supplemental indenture (voting as one class), the Company, when authorized by a
Resolution of the Company, and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall be in
conformity with the provisions of the Trust Indenture Act as then in effect) for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the holders of the Securities of each such
series; provided, however, that no such supplemental indenture shall (i) change
the fixed Maturity of any Securities, or reduce the rate or extend the time of
payment of any interest thereon or on any overdue principal amount or reduce the
principal amount thereof, or change the provisions pursuant to which the rate of
interest on any Security is determined if such change could reduce the rate of
interest thereon, or reduce the minimum rate of interest thereon, or reduce any
amount payable upon any redemption thereof, or adversely affect any right to
convert the Securities in accordance therewith, or reduce the amount to be paid
at Maturity or upon redemption in Capital Stock or make the principal thereof or
any interest thereon or on any overdue principal amount payable in any coin or
currency other than that provided in the Security without the consent of the
holder of each Security so affected, (ii) reduce the aforesaid percentage of
Securities, the holders of which are required to consent to any such
supplemental indenture without the consent of the holders of all Securities then
outstanding, (iii) modify any of the provisions of this Section, Section 4.7 or
Section 6.6, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the holders of all Securities then outstanding or (iv) modify the
provisions of Article Fourteen with respect to the subordination of outstanding
Securities of any series in a manner adverse to the holders thereof without the
consent of the holder of each Security so affected; provided, however, that, in
the case of the Securities of a series issued to a SCANA Trust, so long as any
of the corresponding series of Preferred Securities issued by such SCANA Trust
remains outstanding, (i) no such amendment shall be made that adversely affects
the holders of such Preferred Securities in any material respect, and no
termination of this Indenture shall occur, and no waiver of any Event of Default
with respect to such series or compliance with any covenant with respect to such
series under this Indenture shall be effective, without the prior consent of the
holders of at least a majority of the aggregate liquidation amount of such
Preferred Securities then outstanding unless and until the principal of the
Securities of such series and all accrued and unpaid interest (including any
Additional Interest) thereon have been paid in full; and (ii) no amendment shall
be made to Section 6.5 of this Indenture that would impair the rights of the
holders of such Preferred Securities provided therein or to this Indenture that
requires the consent of each holder of the Securities of such series without the
prior consent of each holder of such Preferred Securities then outstanding
unless and until the principal of the Securities of such series and all accrued
and unpaid interest (including any Additional Interest) thereon have been paid
in full.

    
       

      
        
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    A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities or Preferred Securities,
or which modifies the rights of holders of Securities or registered owners of
Preferred Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
holders of Securities or registered owners of Preferred Securities of any other
series.

     

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

     

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

     

    Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Company shall mail (except as
otherwise specified as contemplated by Section 2.1) a notice to the holders of
Securities of each series so affected, setting forth in general terms the
substance of such supplemental indenture. Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

     

    10.3 Effect
of Supplemental Indentures.  Upon
the execution of any supplemental indenture pursuant to the provisions of this
Article, this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

     

    The
Trustee shall be entitled to receive, and subject to the provisions of Section
7.1 shall be entitled to rely upon, an Opinion of Counsel as conclusive evidence
that any such supplemental indenture complies with the provisions of this
Article.

     

    10.4 Securities
May Bear Notation of Changes by Supplemental Indentures.  Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article, or after any action taken at a
Securityholders’ meeting pursuant to Article Nine, may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture or as to any action taken at any such meeting. If the Company or the
Trustee shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and an Officer of the Company, to any modification of
this Indenture contained in any such supplemental indenture may be prepared by
the Company, authenticated by the Trustee and delivered in exchange for the
Securities then outstanding.

     

    10.5 Revocation
and Effect of Consents.  Subject
to Section 8.5, until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Securityholder of a Security is a continuing
consent conclusive and binding upon such Securityholder and every subsequent
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    the same
Security or portion thereof, and of any Security issued upon the registration of
transfer thereof or in exchange therefor or in place thereof, even if notation
of the consent is not made on any such Security.

     

    The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Securityholders entitled to consent to any amendment, supplement
or waiver. If a record date is fixed, then, notwithstanding the preceding
paragraph, those Persons who were Securityholders at such record date (or their
duly designated proxies), and only such Persons, shall be entitled to consent or
revoke such consent to such amendment, supplement or waiver, whether or not such
Persons continue to be Securityholders after such record date. No such consent
shall be valid or effective for more than 180 days after such record
date.

     

    After an
amendment, supplement, waiver or other action becomes effective, it shall bind
every Securityholder.

     

    10.6 Conformity
with Trust Indenture Act.  Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.

     

    ARTICLE
XI

    CONSOLIDATION,
MERGER, SALE OR CONVEYANCE

     

    11.1 Company
May Consolidate, Etc., on Certain Terms.  The
Company covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
Person unless (i) either the Company shall be the continuing corporation, or the
successor corporation (if other than the Company) shall be a corporation
organized and existing under the laws of the United States of America or a State
thereof or the District of Columbia and such corporation shall expressly assume
the due and punctual payment of the principal of and interest on all the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Company by supplemental indenture in form satisfactory to the
Trustee, executed and delivered to the Trustee by such corporation, (ii) the
Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale or conveyance, be
in default in the performance of any such covenant or condition, and (iii) in
the case of Securities of a series issued to a SCANA Trust, such consolidation,
merger, sale or conveyance is permitted under the relevant Trust Agreement and
SCANA Guarantee and does not give rise to any breach or violation of such Trust
Agreement or SCANA Guarantee.

     

    11.2 Successor
Corporation Substituted.  Upon
any consolidation or merger by the Company with or into any other corporation,
or any sale or conveyance by the Company of all or substantially all of its
assets to any Person in accordance with Section 11.1, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such sale or conveyance is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein; and in the event of any such sale or conveyance, the Company (which term
shall for this purpose mean the Person named as the “Company” in the first
paragraph of this Indenture or any successor corporation which shall theretofore
become such in the manner described in Section 11.1) shall be discharged from
all obligations and covenants under this Indenture and the Securities and may be
dissolved and liquidated. Such successor corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any
or all of the Securities issuable hereunder which theretofore shall not have
been delivered to the Trustee; and upon the order of such successor corporation,
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
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    of the
Company to the Trustee, and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

     

    In case
of any such consolidation, merger, sale or conveyance such changes in
phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.

     

    11.3 Opinion
of Counsel to Trustee.  The
Trustee shall be entitled to receive, and subject to the provisions of Section
7.1 shall be entitled to rely upon, an Opinion of Counsel as conclusive evidence
that any such consolidation, merger, sale or conveyance and any such assumption,
complies with the provisions of this Article and that all conditions precedent
herein provided for relating to such transaction have been complied
with.

     

    ARTICLE
XII

    SATISFACTION
AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS

     

    12.1 Satisfaction
and Discharge of Indenture.  If
(a) the Company shall deliver to the Trustee for cancellation all Securities of
any series theretofore authenticated (other than any Securities of such series
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.7) and not theretofore canceled, or
(b) all the Securities of such series not theretofore canceled or delivered to
the Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit with the
Trustee as trust funds the entire amount sufficient to pay at Maturity or upon
redemption all of such Securities not theretofore canceled or delivered to the
Trustee for cancellation, including principal and any interest due or to become
due to such date of Maturity or redemption date, as the case may be, and if in
either case the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company with respect to Securities of such series, then
this Indenture shall cease to be of further effect with respect to Securities of
such series (except as to (i) remaining rights of registration of transfer,
conversion, substitution and exchange and the Company’s right of optional
redemption of Securities of such series, (ii) rights hereunder of holders to
receive payments of principal of, and any interest on, the Securities of such
series, and other rights, duties and obligations of the holders of Securities of
such series as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Trustee, and (iii) the rights, obligations and immunities of
the Trustee hereunder), and the Trustee, on demand of the Company, and at the
cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the Securities of
such series. The Company hereby agrees to compensate the Trustee for any
services thereafter reasonably and properly rendered and to reimburse the
Trustee for any costs or expenses theretofore and thereafter reasonably and
properly incurred by the Trustee in connection with this Indenture or the
Securities of such series.

     

    Notwithstanding
the satisfaction and discharge of this Indenture with respect to the Securities
of any or all series, the obligations of the Company to the Trustee under
Section 7.6 shall survive.

     

    12.2 Application
by Trustee of Funds Deposited for Payment of Securities.  Subject
to Section 12.4, all moneys deposited with the Trustee pursuant to Section 12.1
shall be held in trust and applied by it to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent),
to the holders of the particular Securities of such series, for the payment or
redemption of which such 

     

    
       

      
        
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    moneys
have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest.

     

    12.3 Repayment
of Moneys Held by Paying Agent.  In
connection with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys with respect to Securities of such series
then held by any Paying Agent under the provisions of this Indenture shall, upon
demand of the Company, be paid to the Trustee and thereupon such Paying Agent
shall be released from all further liability with respect to such
moneys.

     

    12.4 Repayment
of Moneys Held by Trustee.  Any
moneys deposited with the Trustee or any Paying Agent for the payment of the
principal of or any interest on any Securities of any series and not applied but
remaining unclaimed by the holders of Securities of such series for two years
after the date upon which such payment shall have become due and payable, shall,
at the request of the Company, be repaid to the Company by the Trustee or by
such Paying Agent; and the holder of any of the Securities of such series
entitled to receive such payment shall thereafter look only to the Company for
the payment thereof; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once a week for two successive weeks (in each case
on any day of the week) in an Authorized Newspaper, or mailed (except as
otherwise specified as contemplated by Section 2.1) to the registered holders
thereof, a notice that said moneys have not been so applied and that after a
date named therein any unclaimed balance of said money then remaining will be
returned to the Company.

     

    12.5 Defeasance
and Covenant Defeasance.

     

    (a) Unless,
pursuant to Section 2.1, either or both of (i) defeasance of the Securities of
or within a series under clause (b) of this Section 12.5 or (ii) covenant
defeasance of the Securities of or within a series under clause (c) of this
Section 12.5 shall not be applicable with respect to the Securities of such
series, then such provisions, together with the other provisions of this Section
12.5 (with such modifications thereto as may be specified pursuant to Section
2.1 with respect to any Securities), shall be applicable to such Securities, and
the Company may at its option by Resolution of the Company, at any time, with
respect to such Securities, elect to have Section 12.5(b) or Section 12.5(c) be
applied to such outstanding Securities upon compliance with the conditions set
forth below in this Section 12.5.

     

    (b) Upon the
Company’s exercise of the above option applicable to this Section 12.5(b) with
respect to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such outstanding
Securities on the date the conditions set forth in clause (d) of this Section
12.5 are satisfied (hereinafter, “defeasance”). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such outstanding Securities, which shall
thereafter be deemed to be “outstanding” only for the purposes of clause (e) of
this Section 12.5 and the other Sections of this Indenture referred to in
clauses (i) and (ii) below, and to have satisfied all of its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company , shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
holders of such outstanding Securities to receive, solely from the trust fund
described in clause (d) of this Section 12.5 and as more fully set forth in such
Section, payments in respect of the principal of and interest, if any, on, and
Additional Interest, if any, with respect to, such Securities when such payments
are due, and any rights of such holder to convert or exchange such Securities
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    Stock or
other securities, (ii) the obligations of the Company and the Trustee with
respect to such Securities under Sections 2.5, 2.7, 4.2 and 12.4, with respect
to the payment of Additional Interest, if any, on such Securities (but only to
the extent that the Additional Interest payable with respect to such Securities
exceeds the amount deposited in respect of such Additional Interest pursuant to
Section 12.5(d)(i) below), and with respect to any rights to convert or exchange
such Securities into Capital Stock or other securities, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder (including under
Section 7.6) and (iv) this Section 12.5. The Company may exercise its option
under this Section 12.5(b) notwithstanding the prior exercise of its option
under clause (c) of this Section 12.5 with respect to such
Securities.

     

    (c) Upon the
Company’s exercise of the above option applicable to this Section 12.5(c) with
respect to any Securities of or within a series, the Company shall be released
from any covenant applicable to such Securities specified pursuant to Section
2.1(t), with respect to such outstanding Securities on and after the date the
conditions set forth in clause (d) of this Section 12.5 are satisfied
(hereinafter, “covenant defeasance”), and such Securities shall thereafter be
deemed to be not “outstanding” for the purposes of any direction, waiver,
consent or declaration or act of holders (and the consequences of any thereof)
in connection with any such covenant, but shall continue to be deemed
“outstanding” for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such outstanding Securities, the Company
may omit to comply with, and shall have no liability in respect of, any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of reference in any such covenant to any other provision herein or in
any other document and such omission to comply shall not constitute a default or
an Event of Default under Section 6.1(c) or otherwise, as the case may be, but,
except as specified above, the remainder of this Indenture and such Securities
shall be unaffected thereby.

     

    (d) The
following shall be the conditions to application of clause (b) or (c) of this
Section 12.5 to any outstanding Securities of or within a series:

     

    (i) The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 7.9 who shall
agree to comply with the provisions of this Section 12.5 applicable to it) as
trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the holders of such Securities, (1) an amount in Dollars or in such Foreign
Currency in which such Securities are then specified as payable at Stated
Maturity, or (2) Government Obligations applicable to such Securities
(determined on the basis of the Currency in which such Securities are then
specified as payable at Stated Maturity) which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment of principal
of and interest, if any, on such Securities, money in an amount, or (3) a
combination thereof, in any case, in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, (y) the principal of and interest, if any, on, and, to the extent
that such Securities provide for the payment of Additional Interest thereon and
the amount of any such Additional Interest is at the time of deposit reasonably
determinable by the Company (in the exercise by the Company of its sole and
absolute discretion), any Additional Interest with respect to, such outstanding
Securities to and including the Stated Maturity of 

    
       

      
        
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    such
principal or installment of principal or interest or the redemption date
established pursuant to clause (iv) below, if any, and (z) any mandatory sinking
fund payments or analogous payments applicable to such outstanding Securities on
the day on which such payments are due and payable in accordance with the terms
of this Indenture and of such Securities.

     

    (ii) Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound.

     

    (iii) Solely in
the case of an election under clause (b) of this Section 12.5, no Event of
Default or event which with notice or lapse of time or both would become an
Event of Default with respect to such Securities shall have occurred and be
continuing on the date of such deposit and, with respect to defeasance only, at
any time during the period ending on the 91st day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until the
expiration of such period).

     

    (iv) If the
Securities are to be redeemed prior to Stated Maturity (other than from
mandatory sinking fund payments or analogous payments), notice of such
redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made.

     

    (v) The
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
or covenant defeasance under clause (b) or (c) of this Section 12.5 (as the case
may be) have been complied with.

     

    (vi) Notwithstanding
any other provisions of this Section 12.5(d), such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 2.1.

     

    (e) Subject
to the provisions of Section 7.5, all money and Government Obligations (or other
property as may be provided pursuant to Section 2.1) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 12.5(e), the “Trustee”) pursuant to clause (d) of
Section 12.5 in respect of any outstanding Securities of any series shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the holders of such Securities of all sums due and to
become due thereon in respect of principal and interest and Additional Interest,
if any, but such money need not be segregated from other funds except to the
extent required by law.

     

    Unless
otherwise specified in or pursuant to this Indenture or any Securities, if,
after a deposit referred to in Section 12.5(d)(i) has been made, (a) the holder
of a Security in respect of which such deposit was made is entitled to, and
does, elect pursuant to Section 2.1 or the terms of such Security to receive
payment in a Currency other than that in which the deposit pursuant to Section
12.5(d)(i) has been made in respect of such Security, or (b) a Conversion Event
occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 12.5(d)(i) has been made, the indebtedness represented by such Security
shall be 

    
       

      
        
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    deemed to
have been, and will be, fully discharged and satisfied through the payment of
the principal of (and premium, if any), and interest, if any, on, and Additional
Interest, if any, with respect to, such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of
such Security into the Currency in which such Security becomes payable as a
result of such election or Conversion Event based on (x) in the case of payments
made pursuant to clause (a) above, the applicable market exchange rate for such
Currency in effect on the second Business Day prior to each payment date, or (y)
with respect to a Conversion Event, the applicable market exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the Conversion
Event.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge, imposed on or assessed against the Government Obligations deposited
pursuant to this Section 12.5 or the principal or interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the holders of such outstanding Securities.

     

    Anything
in this Section 12.5 to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon request by the Company any money or
Government Obligations (or other property and any proceeds therefrom) held by it
as provided in clause (d) of this Section 12.5 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Section 12.5.

     

    Any
trustee appointed pursuant to Section 12.5(d)(i) for the purpose of holding
money or Government Obligations deposited pursuant to that Subsection shall be
appointed under an agreement in form acceptable to the Trustee and shall provide
to the Trustee a certificate of such trustee, upon which certificate the Trustee
shall be entitled to conclusively rely, that all conditions precedent provided
for herein to the related defeasance or covenant defeasance have been complied
with. In no event shall the Trustee be liable for any acts or omissions of said
trustee.

     

    If the
Trustee (or other qualifying trustee) is unable to apply any money or Government
Obligations in accordance with Section 12.2 or 12.5, as applicable, by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s obligations
under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 12.1 or 12.5 until such time
as the Trustee (or other qualifying trustee) is permitted to apply all such
money or Government Obligations in accordance with Section 12.2 or 12.5, as
applicable; provided, however, that if the Company has made any payment of
principal of or interest on any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the holders of
such Securities to receive such payment from the money or Government Obligations
held by the Trustee (or other qualifying trustee).

     

    ARTICLE
XIII

    IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

     

    13.1 Incorporators,
Stockholders, Officers, Directors and Employees of Company Exempt from
Individual Liability.  No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, 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
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    constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers, directors or employees, as such, of the
Company or any successor corporation, or any of them, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against every such incorporator,
stockholder, officer, director or employee, as such, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom are hereby expressly waived and released as a condition of
and as a consideration for, the execution of this Indenture and the issue of
such Securities.

     

    ARTICLE
XIV

    SUBORDINATION
OF SECURITIES

     

    14.1 Agreement
to Subordinate.  The
Company, for itself, its successors and assigns, covenants and agrees, and each
holder of a Security of any series likewise covenants and agrees by its
acceptance thereof, that the obligation of the Company to make any payment on
account of the principal of and interest on each and all of the Securities of
any series shall be subordinate and junior in right of payment to the Company’s
obligations to the holders of Priority Indebtedness of the Company.

     

    In the
case of any insolvency, receivership, conservatorship, reorganization,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings or any liquidation or winding-up of or relating to the Company as a
whole, whether voluntary or involuntary, all obligations of the Company to
holders of Priority Indebtedness of the Company shall be entitled to be paid in
full before any payment shall be made on account of the principal of or interest
on any of the Securities. In the event of any such proceeding, after payment in
full of all sums owing with respect to Priority Indebtedness of the Company, the
holders of the Securities of each series, together with the holders of any
obligations of the Company ranking on a parity with the Securities, shall be
entitled to be paid from the remaining assets of the Company the amounts at the
time due and owing on account of unpaid principal of and interest on the
Securities of any series before any payment or other distribution, whether in
cash, property or otherwise, shall be made on account of any Capital Stock or
any obligations of the Company ranking junior to the Securities. In addition, in
the event of any such proceeding, if any payment or distribution of assets of
the Company of any kind or character whether in cash, property or securities,
including any such payment or distribution which may be payable or deliverable
by reason of the payment of any other indebtedness of the Company being
subordinated to the payment of the Securities of any series shall be received by
the Trustee or the holders of the Securities of any series before all Priority
Indebtedness of the Company is paid in full, such payment or distribution shall
be held in trust for the benefit of and shall be paid over to the holders of
such Priority Indebtedness of the Company or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Priority Indebtedness of the Company may
have been issued, ratably, for application to the payment of all Priority
Indebtedness of the Company remaining unpaid until all such Priority
Indebtedness of the Company shall have been paid in full, after giving effect to
any concurrent payment or distribution to the holders of such Priority
Indebtedness of the Company. The obligations of the Company in respect of the
Securities of all series shall rank on a parity with any obligations of the
Company ranking on a parity with the Securities. Nothing in this Article shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
7.6.

    
       

      
        
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    The
subordination provisions of the foregoing paragraph and Section 14.9 shall not
be applicable to amounts at the time due and owing on the Securities of any
series on account of the unpaid principal of or interest on the Securities of
such series for the payment of which funds have been deposited in trust with the
Trustee or any Paying Agent or have been set aside by the Company in trust in
accordance with the provisions of this Indenture; nor shall such provisions
impair any rights, interests, or powers of any secured creditor of the Company
in respect of any security the creation of which is not prohibited by the
provisions of this Indenture.

     

    The
Company shall give written notice to the Trustee within ten Business Days after
the occurrence of (i) any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshaling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Company as a whole, whether voluntary or involuntary, (ii) any Event of Default
described in 6.1(d) or 6.1(e), or (iii) any event specified in Section 14.9. The
Trustee, subject to the provisions of Section 7.1, shall be entitled to assume
that, and may act as if, no such event referred to in the preceding sentence has
occurred unless a Responsible Officer of the Trustee assigned to the Trustee’s
corporate trust department has received at the principal office of the Trustee
from the Company or any one or more holders of Priority Indebtedness of the
Company or any trustee or representative therefor (who shall have been certified
or otherwise established to the satisfaction of the Trustee to be such a holder
or trustee or representative) written notice thereof. Upon any distribution of
assets of the Company referred to in this Article, the Trustee and holders of
the Securities of each series shall be entitled to rely upon any order or decree
of a court of competent jurisdiction in which proceedings relating to any event
specified in the first sentence of this paragraph are pending for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Priority Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon, and all
other facts pertinent thereto or to this Article, and the Trustee, subject to
the provisions of Article Seven, and the holders of the Securities of each
series shall be entitled to rely upon a certificate of the liquidating trustee
or agent or other person making any distribution to the Trustee or to the
holders of the Securities of each series for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the
Priority Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article. In the absence of any such liquidating trustee,
agent or other person, the Trustee shall be entitled to rely upon a written
notice by a Person representing himself to be a holder of Priority Indebtedness
of the Company (or a trustee or representative on behalf of such holder) as
evidence that such Person is a holder of such Priority Indebtedness (or is such
a trustee or representative). In the event that the Trustee determines, in good
faith, that further evidence is required with respect to the right of any
Person, as a holder of Priority Indebtedness of the Company, to participate in
any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of such Priority Indebtedness held by such Person, as to the
extent to which such Person is entitled to participation in such payment or
distribution, and as to other facts pertinent to the rights of such Person under
this Article, and if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

     

    14.2 Obligation
of the Company Unconditional.  Nothing
contained in this Article or elsewhere in this Indenture is intended to or shall
impair, as between the Company and the holders of the Securities of each series,
the obligation of the Company, which is absolute and unconditional, to pay to
such holders the principal of and interest on such Securities of each series
when, where and as the same shall become due and payable, all in accordance with
the terms of such Securities, or is intended to or shall affect the relative
rights of such holders and creditors of the Company other than the holders of
the Priority Indebtedness of the Company, nor shall anything herein or therein
prevent the Trustee or the holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to 

    
       

      
        
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    the
rights, if any, under this Article of the holders of Priority Indebtedness of
the Company in respect of cash, property, or securities of the Company received
upon the exercise of any such remedy.

     

    14.3 Limitations
on Duties to Holders of Priority Indebtedness of the Company.  With
respect to the holders of Priority Indebtedness of the Company, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article, and no implied covenants or
obligations with respect to the holders of Priority Indebtedness of the Company
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Priority Indebtedness of the
Company, except with respect to moneys held in trust pursuant to the first
paragraph of Section 14.1.

     

    14.4 Notice
to Trustee of Facts Prohibiting Payment.  Notwithstanding
any of the provisions of this Article or any other provisions of this Indenture,
the Trustee shall not at any time be charged with knowledge of the existence of
any facts which would prohibit the making of any payment of moneys to or by the
Trustee unless and until a Responsible Officer of the Trustee assigned to its
corporate trust department shall have received at the principal office of the
Trustee written notice thereof from the Company or from one or more holders of
Priority Indebtedness of the Company or from any trustee therefor or
representative thereof who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such a holder or
trustee or representative; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 7.1, shall be entitled in all
respects to assume that no such facts exist; provided, however, that, if prior
to the fifth Business Day preceding the date upon which by the terms hereof any
such moneys may become payable for any purpose, or in the event of the execution
of an instrument pursuant to Section 12.1 or 12.5 acknowledging satisfaction and
discharge of this Indenture or acknowledging a defeasance or in the event of a
deposit under Section 12.5(d)(i) with respect to a covenant defeasance, then, if
prior to the second Business Day preceding the date of such execution or
deposit, as the case may be, the Trustee shall not have received with respect to
such moneys or the moneys and/or Governmental Obligations deposited pursuant to
Section 12.5 the notice provided for in this Section, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such moneys and/or Governmental Obligations and/or apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary which may be received by it on or after such date;
provided, however, no such application shall affect the obligations under this
Article of the Persons receiving such moneys from the Trustee.

     

    14.5 Application
by Trustee of Moneys Deposited with It.  Anything
in this Indenture to the contrary notwithstanding, any deposit of moneys by the
Company with the Trustee or any agent (whether or not in trust) for any payment
of the principal of or interest on any Securities shall, except as provided in
Section 14.4, be subject to the provisions of Section 14.1.

     

    14.6 Subrogation.  Subject
to the payment in full of all Priority Indebtedness of the Company, the holders
of the Securities of each series shall be subrogated to the rights of the
holders of such Priority Indebtedness to receive payments or distributions of
assets of the Company applicable to such Priority Indebtedness until the
Securities shall be paid in full, and none of the payments or distributions to
the holders of such Priority Indebtedness to which the holders of the Securities
of any series or the Trustee would be entitled except for the provisions of this
Article or of payments over pursuant to the provisions of this Article to the
holders of such Priority Indebtedness by the holders of such Securities or the
Trustee shall, as among the Company, its creditors other than the holders of
such Priority Indebtedness of the Company, and the holders of such Securities,
be deemed to be a payment by the Company to or on account of such Priority
Indebtedness of the Company; it being understood that the provisions of this
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    solely
for the purpose of defining the relative rights of the holders of such
Securities, on the one hand, and the holders of the Priority Indebtedness of the
Company, on the other hand.

     

    14.7 Subordination
Rights Not Impaired by Acts or Omissions of Company or Holders of Priority
Indebtedness of the Company.  No
right of any present or future holders of any Priority Indebtedness of the
Company to enforce subordination as herein provided shall at any time in any way
be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof with which any such holder
may have or be otherwise charged. The holders of Priority Indebtedness of the
Company may, at any time or from time to time and in their absolute discretion,
change the manner, place or terms of payment, change or extend the time of
payment of, or renew or alter, any such Priority Indebtedness of the Company, or
amend or supplement any instrument pursuant to which any such Priority
Indebtedness of the Company is issued or by which it may be secured, or release
any security therefor, or exercise or refrain from exercising any other of their
rights under the Priority Indebtedness of the Company including, without
limitation, the waiver of default thereunder, all without notice to or assent
from the holders of the Securities of each series or the Trustee and without
affecting the obligations of the Company, the Trustee or the holders of such
Securities under this Article.

     

    14.8 Authorization
of Trustee to Effectuate Subordination of Securities.  Each
holder of a Security of any series, by his acceptance thereof, authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate, as between the holders of such
Securities and the holders of Priority Indebtedness of the Company, the
subordination provided in this Article. If, in the event of any proceeding or
other action relating to the Company referred to in the second paragraph of
Section 14.1, a proper claim or proof of debt in the form required in such
proceeding or action is not filed by or on behalf of the holders of the
Securities of any series prior to 15 days before the expiration of the time to
file such claim or claims, then the holder or holders of Priority Indebtedness
of the Company shall have the right to file and are hereby authorized to file an
appropriate claim for and on behalf of the holders of such
Securities.

     

    14.9 No
Payment when Priority Indebtedness of the Company in Default.  In
the event and during the continuation of any default in the payment of principal
of or interest on any Priority Indebtedness of the Company, or in the event that
any event of default with respect to any Priority Indebtedness of the Company
shall have occurred and be continuing and shall have resulted in such Priority
Indebtedness of the Company becoming or being declared due and payable prior to
the date on which it would otherwise have become due and payable, unless and
until such event of default shall have been cured, waived or remedied or shall
have ceased to exist and such acceleration shall have been rescinded or annulled
or all amounts due on such Priority Indebtedness of the Company are paid in full
in cash or other permitted consideration, or in the event any judicial
proceeding shall be pending with respect to any such default in payment or such
event or default (unless and until all amounts due on such Priority Indebtedness
of the Company are paid in full in cash or other permitted consideration), then
no payment or distribution of any kind or character, whether in cash, properties
or securities shall be made by the Company on account of principal of or
interest (including any Additional Interest) if any, on the Securities or on
account of the purchase or other acquisition of Securities by the Company or any
Subsidiary.

     

    In the
event that, notwithstanding the foregoing, the Company shall make any payment to
the Trustee or the holder of any Security prohibited by the foregoing provisions
of this Section, and if such fact shall, at or prior to the time of such
payment, have been made known to the Trustee or, as the case may be, such
holder, then and in such event payment shall be paid over and delivered
forthwith to the Company.

    
       

      
        
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    14.10 Right
of Trustee to Hold Priority Indebtedness of the Company.  The
Trustee shall be entitled to all of the rights set forth in this Article in
respect of any Priority Indebtedness of the Company at any time held by it in
its individual capacity to the same extent as any other holder of such Priority
Indebtedness of the Company, and nothing in this Indenture shall be construed to
deprive the Trustee of any of its rights as such holder.

     

    14.11 Article
Fourteen Not to Prevent Defaults.  The
failure of the Company to make a payment pursuant to the terms of Securities of
any series by reason of any provision in this Article shall not be construed as
preventing the occurrence of an Event of Default under this
Indenture.

     

    ARTICLE
XV

    MISCELLANEOUS
PROVISIONS

     

    15.1 Successors
and Assigns of Company Bound by Indenture.  All
the covenants, stipulations, promises and agreements in this Indenture contained
by or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

     

    15.2 Acts
of Board, Committee or Officer of Successor Corporation Valid.  Any
act or proceeding by any provision of this Indenture authorized or required to
be done or performed by any board, committee or officer or officers of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer or officers of any corporation that shall at
the time be the lawful sole successor of the Company.

     

    15.3 Required
Notices or Demands may be Served by Mail.  Any
notice or demand which by any provisions of this Indenture is required or
permitted to be given or served by the Trustee, by the holders of Securities or
by the registered owners of Preferred Securities to or on the Company may be
given or served by registered mail postage prepaid addressed (until another
address is filed by the Company with the Trustee for such purpose), as follows:
SCANA Corporation, 100 SCANA Parkway, Cayce, South Carolina 29033-3701,
Attention: Treasurer – C101. Any notice, direction, request, demand, consent or
waiver by the Company, by any Securityholder or by any holder of a Preferred
Security to or upon the Trustee shall be deemed to have been sufficiently given,
made or filed, for all purposes, if given, made or filed in writing at the
principal corporate trust office of the Trustee, 1441 Main Street, Suite 775,
Columbia, South Carolina 29201.

     

    15.4 Officer’s
Certificate and Opinion of Counsel to be Furnished upon Applications or Demands
by the Company.  Except
as otherwise expressly provided in this Indenture, upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall, if requested by the Trustee, furnish to the
Trustee an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents or any of them is specifically required by any provision of
this Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

     

    Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture (except pursuant to Section 4.6) shall include (1) a statement
that the person making such certificate or opinion has read such covenant or
condition; (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of such
person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion 

     

    
       

      
        
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    as to
whether or not such covenant or condition has been complied with; and (4) a
statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

     

    Whenever,
subsequent to the receipt by the Trustee of any resolution, certificate, opinion
or other instrument, a clerical, typographical, inadvertent or unintentional
insertion, omission or error shall be discovered therein, a new resolution,
certificate, opinion or other instrument may be executed in the same manner as
that prescribed herein for the original resolution, certificate, opinion or
other instrument, except as to the date thereof, and may be substituted therefor
in corrected form with the same effect as if filed and dated as was the original
resolution, certificate, opinion or other instrument, as the case may be, and
shall take the place of the resolution, certificate, opinion or other instrument
for which substituted with the same force and effect as if originally filed in
the corrected form and, irrespective of the date of actual execution thereof,
shall be deemed to be dated as of the date of the instrument for which it is
substituted, or in lieu of such substitution an appropriate adjustment may be
made in the resolution, certificate, opinion or other instrument filed with the
Trustee next following such discovery.  To the extent that any such
substituted resolution, certificate, opinion or other instrument or adjustment
discloses that action has been taken by or at the request of the Company which
could not have been taken had the original resolution, certificate, opinion or
other instrument been filed in the correct form, the action so taken shall not
be invalidated or rendered ineffective but the Company covenants forthwith upon
the filing of such substituted resolution, certificate, opinion or other
instrument or the making of such adjustment appropriately to satisfy any
deficiency not fully satisfied in the interim.

     

    15.5 Payments
Due on Saturdays, Sundays, and Holidays.  In
any case where the date of payment of interest on or principal of the Securities
of any series or the date fixed for any redemption of any Security of any series
shall not be a Business Day, then payment of interest or principal need not be
made on such date, but shall be made on the next succeeding Business Day with
the same force and effect as if made on the date fixed for the payment of
interest on or principal of the Security or the date fixed for any redemption of
any Security of such series, and no additional interest shall accrue for the
period after such date and before payment.

     

    15.6 Provisions
Required by Trust Indenture Act to Control.  If
and to the extent that any provision of this Indenture limits, qualifies or
conflicts with another provision included in this Indenture which is required to
be included in this Indenture by any of Sections 310 to 317, inclusive, of the
Trust Indenture Act through operation of Section 318 thereof or otherwise
governed by the Trust Indenture Act, such required or governing provision shall
control; and if any provision hereof otherwise conflicts with the Trust
Indenture Act, the Trust Indenture Act shall control.

     

    15.7 Indenture and Securities to be
Construed in Accordance with the Laws of the State of New York  This
Indenture and each Security shall be governed by the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
said State (without regard to conflicts of laws principles
thereof).

     

    15.8 Provisions
of the Indenture and Securities for the Sole Benefit of the Parties and the
Securityholders.  Nothing
in this Indenture or in the Securities, expressed or implied, shall give or be
construed to give any person, firm or corporation, other than the parties
hereto, their successors and assigns, the holders of the Securities, and the
holders of any Priority Indebtedness of the Company, any legal or equitable
right, remedy or claim under or in respect of this Indenture, or under any
covenant, condition and provision herein contained; all its covenants,
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    parties
hereto and their successors and assigns and of the holders of the Securities
and, to the extent expressly provided in Sections 4.9, 6.1, 6.5, 6.6, 9.7, 10.1
and 10.2, the registered owners of Preferred Securities.

     

    15.9 Indenture
may be Executed in Counterparts.  This
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.

     

    15.10 Securities
in Foreign Currencies.  Whenever
this Indenture provides for any action by, or any distribution to, holders of
Securities denominated in Dollars and in any other Currency, in the absence of
any provision to the contrary in the form of Security of any particular series,
the relative amount in respect of any Security denominated in a Foreign Currency
shall be treated for any such action or distribution as that amount of Dollars
that could be obtained for such amount on such reasonable basis of exchange and
as of such date as the Company may specify in a written notice to the
Trustee.

     

    15.11 Table
of Contents, Headings, Etc.  The Table
of Contents and the titles and headings of the articles and sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

     

    U.S. Bank
National Association hereby accepts the trusts in this Indenture declared and
provided, upon the terms and conditions, hereinabove set forth.

     

     

    
      
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    IN
WITNESS WHEREOF, SCANA CORPORATION has caused this Indenture to be signed and
acknowledged by its Treasurer, and U.S. BANK NATIONAL ASSOCIATION has caused
this Indenture to be signed and acknowledged by its Assistant Vice President,
all as of the day and year first written above.

     

    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:   AVP