articlesofmerger.htm


    Exhibit
4.03

    STATE
OF SOUTH CAROLINA

    SECRETARY
OF STATE

    


    ARTICLES
OF MERCER

    OR
SHARE EXCHANGE

    


    


    Pursuant
to §33-11-105 of the 1976 South Carolina Code, as amended, the undersigned as
the surviving corporation in a merger or the acquiring corporation in a share
exchange, as the case may be, hereby submits the following
information:

    


     
1.  The name
of the surviving or acquiring corporation is    SCANA
Corporation                                             


    


    
      	
               2.  

            	
                
      Attached hereto and made a part hereof is a copy of the Plan or Merger or
      Share Exchange   (see §§33-11-101) (merger) 

                
      33-11-102 (share exchange), 33-11-104 (merger of subsidiary into parent)
      33-11-107 (merger or share exchange with a 

                
      foreign corporation), and 33-11-108 (merger of a parent corporation into
      one of its subsidiaries)).

            


    

    


     

    
      	
              3.  

            	
               
      Complete the following information to the extent it is relevant with
      respect to each corporation

            


    

    
      	
                       which
      is a party to the transaction:

            


    

    


     

    
      	
               
      (a)  

            	
               Name
      of the corporation                       
      SCANA
      Corporation                                                
           

            


    

                     Complete
either (1) or (2), whichever is applicable:

    


    
      	
              (1)  
      

            	
               o  Shareholder
      approval of the merger or stock exchange was not
  required

            


    

        
(See §§33-11-103(h), 33-11-104(a), and 33-11-108(a)).

    


    
      	
              (2)  

            	
               
       x 
      The plan of merger
      or share exchange was duly approved by shareholders of
      the

            


    

                 
corporation as follows:

    


    


    
      	 
      	
              Number
      of

            	
              Number
      of

            	
              Number
      of Votes

            	
              Number
      of Undisputed shares Voted

            
	
              Voting

            	
              Outstanding

            	
              Votes
      Entitled

            	
              Represented
      at

            	
              For

            	
              Against

            	
              Abstain

            
	
              Group

            	
              Shares

            	
              to be Cast

            	
              the Meeting

            	 
      	 
      	 
      
	
              Common
      Stock

            	
              103,572,623

            	
              103,572,623

            	
              90,975,207

            	
              79,499,380

            	
              10,742,705

            	
              733,122

            


    

    


    


    


    


    


    


    


    


    


    


    *Note:  Pursuant
to the Section 33-11-105 (a)(3)(ii), the corporation can alternatively state the
total

                 number
of undisputed shares cast for the amendment by each voting group together with
a

                statement
that the number cast for the amendment by each voting group was sufficient
for

                approval
by that voting group.


    
      
         


      

      
         


        
        

      

      
         


      

    


    


     

    
      	
              (b)  

            	
                  
      Name of the corporation                    
       New Sub I,
      Inc.                           
      

            


    

                Complete
either (1) or (2), whichever is applicable:

    


    
      	
               
      (1)  

            	
               o   Shareholder
      approval of the merger or stock exchange was not
  required

            


    

        
(See §§33-11-103(h), 33-11-104(a), and 33-11-108(a)).

    


    (2)   
x 
The Plan of Merger or Share Exchange was duly approved by
shareholders of the

                 
corporation as follows:

    


    


    
      	 
      	
              Number
      of

            	
              Number
      of

            	
              Number
      of Votes

            	
              Number
      of Undisputed shares Voted

            
	
              Voting

            	
              Outstanding

            	
              Votes
      Entitled

            	
              Represented
      at

            	
              For

            	
              Against

            
	
              Group

            	
              Shares

            	
              to be Cast

            	
              the Meeting

            	 
      	 
      
	
              Common
      Stock

            	
              1,000

            	
              1,000

            	
              1,000

            	
              1,000

            	
              -0-

            


    

    


    


    


    


    *Note:   Pursuant
to the Section 33-11-105 (a)(3)ii, the corporation can alternatively state the
total

                       
number of undisputed shares cast for the amendment by each voting group together
with a

                       
statement that the number cast for the amendment by each voting group was
sufficient for

                      
 approval by that voting group.

    


    


    4.              Unless
a delayed date is specified, the effective date of this document shall be the
date it is

                     accepted
for filing by the Secretary of State (See §33-1-230(b)): Effective as of the close
of

                     business on the date of
filing.

    


    


    DATE:  February
10,
2000                     SCANA
Corporation                                          


    (Name of the Surviving or Acquiring
Corporation)

    


    By:  /s/Kevin B.
Marsh                              
        

                   (Signature
and Office)

    


       Kevin B. Marsh /
CFO                                 
      

      (Type or Print Name and
Office)

    


    FILING
INSTRUCTIONS

    


    
      	
              1.

            	
              Two
      copies of this form, the original and either a duplicate original or a
      conformed copy must be filed.

            


    

     

    
      	
              2.

            	
              Filing
      Fee (payable to the Secretary of State at the time of filing of this
      document).

            


    

     

    
      	
              Filing
      Fee

            	
              $
      10.00

            


    

    
      	
              Filing
      tax

            	
              100.00

            


    

     

    
      	
              3.

            	
              TWO
      COPIES OF THE PLAN OF MERGER OR SHARE EXCHANGE MUST BE FILED WITH THIS
      FORM AS AN ATTACHMENT.

            


    

    


    
      	
               
      

            	
              Form  Approved
      by South Carolina

            


    

    
      	
               
      

            	
              Secretary
      of State 1/89