<SUBMISSION>
<ACCESSION-NUMBER>0000754737-00-000023
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>22
<FILING-DATE>20001115
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SCANA CORP
<CIK>0000754737
<ASSIGNED-SIC>4931
<IRS-NUMBER>570784499
<STATE-OF-INCORPORATION>SC
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-49960
<FILM-NUMBER>769692
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1426 MAIN ST
<STREET2>P O BOX 764
<CITY>COLUMBIA
<STATE>SC
<ZIP>29201
<PHONE>8032179000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>MAIL CODE 051
<CITY>COLUMBIA
<STATE>SC
<ZIP>29218
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>MEDIUM TERM NOTES
<TEXT>

                          Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


                                SCANA CORPORATION
             (Exact name of registrant as specified in its charter)


                                 South Carolina
         (State or other jurisdiction of incorporation or organization)

                                   57-0784499
                                (I.R.S. Employer
                               Identification No.)

                                1426 Main Street
                         Columbia, South Carolina 29201
                                 (803) 217-9000
          (Address,  including zip code and  telephone  number,  including  area
             code, of registrant's principal executive offices)

                               H. T. Arthur, Esq.
                    Senior Vice President and General Counsel
                                SCANA Corporation
                                1426 Main Street
                         Columbia, South Carolina 29201
                                 (803) 217-8547
                     (Name, address, including zip code, and
          telephone number, including area code, of agent for service)

                                 With copies to:

             John W. Currie, Esq.                 J. Michael Parish, Esq.
             McNair Law Firm, P.A.               Thelen Reid & Priest LLP
        1301 Gervais Street - 17th Floor           40 West 57th Street
         Columbia, South Carolina 29201          New York, New York 10019
               (803) 799-9800                        (212) 603-2154

Approximate  date of commencement  of proposed sale to the public:  From time to
time after the effective date of this registration  statement,  as determined by
market conditions and other factors.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                      CALCULATION OF REGISTRATION FEE

     Title of                        Proposed     Proposed
   each class of                     maximum       maximum
   securities to                     offering     aggregate      Amount of
   be registered     Amount to be     price       offering   registration fee
                      registered    per unit*      price*

 Medium Term Notes   $300,000,000     100%      $300,000,000      $79,200

* Estimated solely for the purpose of calculating the registration fee.

     NOTE: A fee of $278,000 was previously paid in connection with Registration
Statement No. 333-90073.  Of the Medium Term Notes registered under Registration
Statement No. 333-90073, $700,000,000 principal amount is being carried forward,
for which the associated filing fee was $194,600.

         The registrant hereby amends this  registration  statement on such date
or dates as may be necessary to delay its  effective  date until the  registrant
shall file a further amendment which specifically  states that this registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  registration  statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

         Pursuant to Rule 429,  the  prospectus  included  in this  registration
statement  includes  $700,000,000  principal amount Medium Term Notes previously
registered under Registration Statement No. 333-90073.




<PAGE>


         The  information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.

               SUBJECT TO COMPLETION DATED NOVEMBER 14, 2000.

                                   PROSPECTUS

                                                            $1,000,000,000
                                SCANA Corporation
                                Medium Term Notes
                             Due from Nine Months to
                         Thirty Years from Date of Issue

                                SCANA Corporation
                                1426 Main Street
                         Columbia, South Carolina 29201
                                 (803) 217-9000

         The terms for each Note that are not specified in this  prospectus will
be included in a pricing supplement to this prospectus.  We will receive between
$998,750,000 and $992,500,000 of the proceeds from the sale of the Notes,  after
paying the agents' commissions of between $1,250,000 and $7,500,000. We may sell
the Notes at one or more times. Some or all of the following terms will apply to
the Notes:  o Mature  nine months or more from date of issue o Be priced at 100%
of face value, unless otherwise specified o Fixed or floating interest rate. The
floating  interest rate formula may be based on: o Commercial paper rate o LIBOR
rate o Treasury rate o Any other base rate  specified in a pricing  supplement o
Interest  on fixed  rate  Notes  paid on April 1 and  October  1 o  Interest  on
floating  rate Notes paid  monthly,  quarterly,  semi-annually,  annually  or as
otherwise specified in a pricing supplement

o Issued  in  book-entry  form  except  under  circumstances  described  in this
prospectus o Subject to redemption  and repurchase at option of the holder or at
our option o Minimum denominations of $1,000, increased in multiples of $1,000

We urge  you to  carefully  read  this  prospectus  and the  applicable  pricing
supplement,  which will describe the specific terms of the offering,  before you
make your investment decision.

        A pricing  supplement will name any agents involved in the sale of Notes
and will describe any compensation not described in this prospectus.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy  or  accuracy  of  this  prospectus  or  any  pricing  supplement.  Any
representation to the contrary is a criminal offense.

UBS Warburg LLC
                           Credit Suisse First Boston
           Banc of America Securities LLC


              The date of this prospectus is___________ ___, 2000.


<PAGE>


                                Table of Contents

                                                                          Page

       About this Prospectus.......................................        1
       Where You Can Find More Information.........................        1
       SCANA Corporation...........................................        2
       Summary Consolidated Financial and Operating Information....        3
       Ratio of Earnings to Fixed Charges..........................        3
       Use of Proceeds.............................................        4
       Description of the Notes....................................        4
       Book-Entry System...........................................       16
       Plan of Distribution........................................       19
       Experts.....................................................       20
       Validity of the Notes.......................................       20
       Glossary....................................................       20




<PAGE>





                              About This Prospectus

         This prospectus is part of a registration  statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
Under  this  shelf  registration  process,  we may sell any or all of the  Notes
described  in this  prospectus  in one or more  offerings  up to a total  dollar
amount  of  $1,000,000,000.   This  prospectus   provides  you  with  a  general
description  of the Notes.  Each time we sell Notes,  we will  provide a pricing
supplement  that  will  contain  specific  information  about  the terms of that
offering.  The pricing  supplement and the  prospectus  may also add,  update or
change information  contained in this initial  prospectus.  You should read both
this  prospectus  and  the  relevant  pricing  supplement,   together  with  the
additional  information  described  under the  heading  "Where You Can Find More
Information."


                       Where You Can Find More Information

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's website at  http://www.sec.gov.  You may also read and
copy any document we file with the SEC at the SEC's public reference room at 450
Fifth  Street,   N.W.,   Washington,   D.C.  20549.   Please  call  the  SEC  at
1-800-SEC-0330 for further  information on the operation of the public reference
room.  Because  we have  common  stock  which is  listed  on the New York  Stock
Exchange,  you may also read our SEC filings at the Stock Exchange offices at 20
Broad Street, New York, New York 10005.

     This prospectus  does not repeat  important  information  that you can find
elsewhere in the  registration  statement and in the reports and other documents
which we file with the SEC under the  Securities  Exchange Act of 1934.  The SEC
allows us to  "incorporate  by reference" the information we file with it, which
means that we can disclose  important  information  to you by  referring  you to
those documents.  The information incorporated by reference is an important part
of this  prospectus,  and  information  that we file  later  with  the SEC  will
automatically update and supersede that information. We incorporate by reference
our Annual  Report on Form 10-K,  as amended,  for the year ended  December  31,
1999,  our Quarterly  Reports on Form 10-Q for the quarters ended March 31, June
30, and September 30, 2000,  our Current  Reports on Form 8-K dated February 10,
and August 26, 2000,  and all future  filings  made with the SEC under  Sections
13(a),  13(c),  14, or 15(d) of the Exchange Act until we sell all of the Notes.
In addition,  we are also  incorporating  by reference any additional  documents
that we file with the SEC  pursuant to these  sections of the Exchange Act after
the date of the filing of the registration  statement containing this prospectus
and prior to the effectiveness of the registration statement.

         We are not required to, and do not,  provide  annual reports to holders
of our debt securities unless specifically requested by a holder.

         You may  request a copy of our SEC  filings  at no cost by  writing  or
telephoning us at the following address:

         H. John Winn, III
         Manager - Investor Relations and Shareholder Services
         SCANA Corporation
         Columbia, South Carolina 29218
         (803) 217-9240

     You may obtain more  information  by contacting  our Internet  website,  at
http://www.scana.com  (which is not  intended to be an active  hyperlink).  This
information on our Internet  website is not a part of and is not incorporated by
reference  in this  prospectus,  and you should not  consider  it a part of this
prospectus.


         You should rely only on the  information we incorporate by reference or
provide in this  prospectus or any pricing  supplement.  We have not  authorized
anyone  else to provide  you with  different  information.  We are not making an
offer of these  securities  in any state where the offer is not  permitted.  You
should  not  assume  that the  information  in this  prospectus  or any  pricing
supplement  is accurate as of any date other than the date on the front of those
documents.

                                SCANA Corporation

         We are an energy-based holding company which, through our subsidiaries,
engages  principally  in electric and natural gas utility  operations  and other
energy-related  businesses.  We are a South  Carolina  corporation  with general
business powers,  and we were  incorporated on October 10, 1984. We are a public
utility holding company within the meaning of the Public Utility Holding Company
Act of 1935, as amended.  As a result of our  acquisition,  through  merger,  of
Public Service Company of North Carolina,  Incorporated ("PSNC") on February 10,
2000, we became registered as a holding company within the meaning of this Act.

         Our  principal  executive  offices  are  located  at 1426 Main  Street,
Columbia,  South  Carolina  29201,  telephone  (803)  217-9000,  and our mailing
address is Columbia, South Carolina 29218.

Regulated Businesses

         Our regulated  South Carolina  subsidiaries,  including  South Carolina
Electric & Gas  Company  ("SCE&G"),  South  Carolina  Generating  Company,  Inc.
("GENCO"), South Carolina Pipeline Corporation ("Pipeline Corporation") and PSNC
(1) generate, transmit, distribute and sell electricity, (2) purchase, transmit,
distribute  and sell at wholesale  and retail  natural gas and (3) provide urban
bus service,  in various areas of South  Carolina.  PSNC,  our  regulated  North
Carolina   subsidiary,   transports,   distributes  and  sells  natural  gas  to
approximately 352,000 residential,  commercial and industrial customers in North
Carolina. Our regulated subsidiaries own most of our consolidated assets and, in
1999, contributed most of our consolidated net income.

Nonregulated Businesses

         Our  non-regulated  subsidiaries  (1)  market  natural  gas  and  light
hydrocarbons,  (2) provide  fiber  optic,  video and radio  communications,  (3)
invest in telecommunications  companies, (4) provide energy and security-related
products  and  services to  residential  customers,  and (5) manage and maintain
power plants.

         The  information  above  concerning us and our  subsidiaries  is only a
summary and does not purport to be  comprehensive.  For  additional  information
concerning  us and  our  subsidiaries,  you  should  refer  to  the  information
described in "Where You Can Find More Information."



<PAGE>

<TABLE>
<CAPTION>


                                            Summary Consolidated Financial and Operating Information

                                                 (Millions of Dollars Except Per Share Amounts)
                                                                      (Unaudited)


                                   Nine Months Ended                     Twelve Months Ended
                                    September 30,                            December 31,
                                       --------                            ------------
                                       2000         1999          1999          1998         1997
                                       ----         ----          ----          ----         ----

Statement of Income Data

   Operating Revenues:

<S>                                     <C>           <C>        <C>            <C>          <C>
     Electric....................     $1,011          $953       $1,226         $1,220       $1,103
     Gas-regulated...............        635           299          422            411          419
     Gas-Nonregulated............        654           287          430            475          204
                                       -----           ---        -----          -----        -----
       Total Operating Revenues...     2,300         1,539        2,078          2,106        1,726

   Operating Expenses............      1,883         1,247        1,725          1,636        1,301
                                       -----           ---        -----          -----        -----

   Operating Income..............        417           292          353            470          425

   Other Income..................         29            29           90             19           41

   Cumulative Effect of Accounting
       Change..........                   29             -            -              -            -

   Net Income....................       $191          $128         $179           $223         $221
                                         ===            ==          ===            ===          ===

<S>                                                        <C>      <C>       <C>      <C>      <C>
Earnings per Weighted Average Common Share................ $1.83    $1.23     $1.73    $2.12    $2.06

Dividends Declared Per Common Share....................... $0.86    $1.05     $1.32    $1.54    $1.51

Weighted Average Common Shares Outstanding (Millions)..... 104.5    103.6     103.6    105.3     107.1

Electric Territorial Sales (Gigawatt Hours)...............16,230   15,312    20,018   19,731    17,968

</TABLE>

                       Ratio of Earnings to Fixed Charges

         Our historical ratios of earnings to fixed charges are as follows:

   Twelve Months Ended         Year Ended December 31,
   September 30, 2000       1999        1998         1997         1996     1995
      -------------        ----        ----         ----         ----     ----

             2.92          2.98        3.67         3.64         3.60     3.00


For  purposes  of  this  ratio,  earnings  represent  consolidated  income  from
continuing  operations  before  income taxes and fixed  charges.  Fixed  charges
include interest, whether expensed or capitalized,  and the amortization of debt
expense.


<PAGE>



                                 Use of Proceeds

     Unless we state  otherwise in a pricing  supplement,  the net proceeds from
the  sale  of the  Notes  will be used to  refinance  indebtedness  incurred  in
connection  with the  acquisition,  through  merger,  of PSNC,  described in the
following   paragraph  and  for  other  general  corporate   purposes.   Pending
application  of the net  proceeds  for  specific  purposes,  we may  invest  the
proceeds in short-term or marketable securities.

     The  indebtedness  to be  refinanced  with  the  proceeds  of the  Notes is
comprised of $400,000,000 of our floating rate notes, maturing February 8, 2002,
and $300,000,000 of notes issued under a credit agreement between us and several
banks,  scheduled  to expire on  February  9,  2003.  The  interest  rate on the
floating rate notes is based on the three-month LIBOR plus 50 basis points,  and
is reset quarterly,  and the interest rate on the notes issued under such credit
agreement is based on the one-,  two-,  three- or six-month  LIBOR (reset at our
option at the end of each such rate period) plus 75 basis points (such notes are
currently  based on the  two-month  LIBOR and will next reset on  December  11,
2000). All of the proceeds of the floating rate notes and the notes issued under
the credit  agreement  proposed to be refinanced  with the proceeds of the Notes
were used to consummate the acquisition of PSNC.


                            Description of the Notes

General

         We will issue the Notes under an Indenture dated as of November 1, 1989
between us and The Bank of New York,  as Trustee.  A copy of the  Indenture  has
been  incorporated by reference as an exhibit to the  registration  statement of
which this prospectus is a part. This  prospectus  briefly  outlines some of the
provisions  of the  Indenture.  If you  would  like  more  information  on those
provisions,  please review the Indenture  that we filed with the SEC. See "Where
You Can Find More Information" on how to obtain a copy of the Indenture. You may
also review the Indenture at the Trustee's  offices at 101 Barclay  Street,  New
York, New York.

         Capitalized  terms  used  under this  heading  which are not  otherwise
defined in this prospectus have the meanings given those terms in the Indenture.
The  summaries  under  this  heading  are  not  detailed.   Whenever  particular
provisions  of the  Indenture or terms defined in the Indenture are referred to,
those  statements  are  qualified by reference to the  Indenture.  References to
article and section numbers under this heading, unless otherwise indicated,  are
references to article and section numbers of the Indenture.

         The Notes and all other debt securities issued under the Indenture will
be  unsecured  and will in all  respects be equally and ratably  entitled to the
benefits of the Indenture, without preference, priority or distinction, and will
rank pari passu with all other unsecured and unsubordinated  indebtedness of the
Company.  The Indenture does not limit the amount of debt securities that can be
issued thereunder, and we may issue Notes in one or more series.

         Each pricing  supplement  which  accompanies  this  prospectus will set
forth the  following  information  to describe the Notes related to that pricing
supplement, unless the information is the same as the information included under
the captions "Payment of Notes" and "Redemptions" in this prospectus:

o  any limit upon the aggregate principal amount of the Notes;

o  the date or dates on which the principal of the Notes will be payable;

o  the rate or rates at which  the  Notes  will  bear  interest,  if any (or the
   method of  calculating  the rate);  the date or dates from which the interest
   will  accrue;  the  date or  dates  on which  the  interest  will be  payable
   ("Interest Payment Dates");  and the record dates for the interest payable on
   the Interest Payment Dates;

o  any option on our part to redeem the Notes and redemption terms and
   conditions;

o  any  obligation  on our part to redeem or purchase the Notes  pursuant to any
   sinking fund or analogous  provisions  or at the option of the holder and the
   relevant terms and conditions for that redemption or purchase;

o  the denominations of the Notes;

o  whether the Notes are subject to a book-entry system of transfers and
   payments; and

o  any other particular terms of the Notes and of their offering. (Section 301)

Payment of Notes

         Unless  otherwise  provided  in a pricing  supplement,  we will pay any
interest due on each Note to the person in whose name that Note is registered as
of the close of business on the record date  relating to each  Interest  Payment
Date.  However,  we will pay interest  when the Notes mature  (whether the Notes
mature on their  stated  date of  maturity,  the date the Notes are  redeemed or
otherwise) to the person to whom the principal  payment on the Notes is paid. If
there is a default in the payment of  interest  on the Notes,  we may either (1)
choose a special  record  date and pay the  holders of the Notes at the close of
business on that date,  or (2) pay the holders of the Notes in any other  lawful
manner. (Section 307)

         We will pay principal of, any premium and interest due on, the Notes at
maturity or upon earlier  redemption  or  repayment of a Note upon  surrender of
that Note at the office of the paying agent (currently, the Trustee in New York,
New York).  (Sections 307 and 1105) The applicable pricing supplement identifies
any other place of payment and any other paying  agent.  We may change the place
at which the Notes will be payable,  may appoint one or more  additional  paying
agents and may remove any paying agent,  all at our  discretion.  (Section 1002)
Further,  if we provide  money to a paying agent to be used to make  payments of
principal  of,  premium  (if any) or interest on any Note and that money has not
rightfully  been claimed two years after the  applicable  principal,  premium or
interest  payment is due,  then we may  instruct  the paying agent to remit that
money to us, and any holder of a Note seeking those payments may thereafter look
only to us for that money. (Section 1003)

         If interest is payable on a day which is not a Business Day (as defined
herein),  payment will be postponed to the next  Business Day, and no additional
interest will accrue as a result of the delayed payment. However, for LIBOR Rate
Notes (as defined  herein),  if the next  Business  Day is in the next  calendar
month, interest will be paid on the preceding Business Day. (Section 114)

         "Business  Day" means any day other than a Saturday  or Sunday that (1)
is not a day on which banking institutions in Washington,  D.C., or in New York,
New York,  are  authorized or obligated by law or executive  order to be closed,
and (2) with  respect to LIBOR Rate Notes  only,  is a day on which  dealings in
deposits in U.S. dollars are transacted in the London interbank market.

         The  "record  date" will be 15  calendar  days  prior to each  Interest
Payment  Date,  whether  or not that day is a  Business  Day,  unless  otherwise
indicated herein or in the applicable pricing supplement.

         All  percentages  resulting  from  any  calculation  of  Notes  will be
rounded,  if necessary,  to the nearest  one-hundred  thousandth of a percentage
point,  with five  one-millionths  of a percentage  point rounded upwards (e.g.,
9.876545% (or  .09876545)  being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% (or .0987654)),  and all dollar amounts
used in or resulting from such  calculation  will be rounded to the nearest cent
(with one-half cent being rounded upwards).

Interest Rates Payable on Notes

         We have provided a glossary at the end of this prospectus to define the
capitalized  words used in discussing  the interest  rates payable on the Notes.
Whenever we refer to time in this section,  we mean the time as in effect in New
York, New York, unless otherwise specified.

         The interest rate on the Notes will either be fixed or floating.

         Fixed Rate Notes

         If we issue  Notes that bear  interest at a fixed rate (the "Fixed Rate
Notes"),  the  applicable  pricing  supplement  will designate the fixed rate of
interest  payable on the Notes.  Unless  otherwise  set forth in the  applicable
pricing supplement,  interest on a Fixed Rate Note will be payable semi-annually
each  April 1 and  October  1 and at  maturity  or upon  earlier  redemption  or
repayment.  The  record  dates  for the  Fixed  Rate  Note will be March 15 (for
interest  to be paid on April 1) and  September  15 (for  interest to be paid on
October 1).  Interest  payments  will be the amount of interest  accrued to, but
excluding, each April 1 and October 1. Interest will be computed using a 360-day
year of twelve 30-day months.

         Floating Rate Notes

         General.  Each  Note  that  bears  interest  at a  floating  rate  (the
"Floating  Rate Notes") will have an interest rate formula which may be based on
one of the following base rates, as determined by the pricing supplement:

o        the commercial paper rate (the "Commercial Paper Rate Note");

o        LIBOR (the "LIBOR Rate Note");

o        the treasury rate (the "Treasury Rate Note"); or

o        any other base rate specified in the pricing supplement.

         The pricing  supplement  will also  indicate the Spread  and/or  Spread
Multiplier,  if any. The interest  rates  applicable  to the Floating Rate Notes
will be equal to one of the base  rates,  plus or minus the  Spread,  if any, or
multiplied  by the Spread  Multiplier,  if any. Any Floating  Rate Note may have
either or both of the following:

o             a maximum numerical interest rate limitation,  or ceiling,  on the
              rate of interest that accrues during any interest period; and

o a  minimum  numerical  interest  rate  limitation,  or  floor,  on the rate of
interest that accrues during any interest period.

In addition, the interest rate on a Floating Rate Note will never be higher than
the maximum rate  permitted by applicable  law,  including  United States law of
general application.

         Date of Interest  Rate Change.  The interest rate on each Floating Rate
Note may be reset daily, weekly, monthly, quarterly, semi-annually,  annually or
for any other period  specified in the pricing  supplement.  The Interest  Reset
Date will be:

o        for Floating Rate Notes which reset daily, each Business Day;

o for Floating  Rate Notes (other than  Treasury  Rate Notes) that reset weekly,
Wednesday of each week;

o        for Treasury Rate Notes that reset weekly, Tuesday of each week;

o        for Floating Rate Notes that reset monthly, the third Wednesday of
         each month;

o        for Floating Rate Notes that reset quarterly, the third Wednesday of
         March, June, September and December;

o        for Floating Rate Notes that reset  semi-annually,  the third Wednesday
         of the two months specified in the applicable pricing supplement;

o        for Floating Rate Notes that reset annually, the third Wednesday of the
         month specified in the applicable pricing supplement; and

o        for Floating Rate Notes which reset for other  periods,  the day of the
         week  and  month  or  months   specified  in  the  applicable   pricing
         supplement.

         The initial  interest  rate or interest  rate formula on each  Floating
Rate  Note  effective  until the first  Interest  Reset  Date will be shown in a
pricing supplement. Thereafter, the interest rate will be the rate determined on
the next  Interest  Determination  Date,  as  explained  below.  Each time a new
interest rate is determined, it will become effective on the subsequent Interest
Reset Date. If any Interest  Reset Date is not a Business Day, then the Interest
Reset Date will be postponed to the next Business Day. However, in the case of a
LIBOR Rate Note,  if the next Business Day is in the next  calendar  month,  the
Interest Reset Date will be the immediately  preceding Business Day. Further, if
an applicable  auction of Treasury Bills (as defined herein) falls on a day that
would otherwise be an Interest Reset Date for Treasury Rate Notes,  the Interest
Reset Date will be the next Business Day.

         When Interest Rate is Determined.  The Interest  Determination Date for
the Commercial Paper Rate (the "Commercial Paper Interest  Determination  Date")
and for LIBOR  (the  "LIBOR  Interest  Determination  Date")  will be the second
Business Day preceding each Interest Reset Date. The Interest Determination Date
for the Treasury Rate (the "Treasury Rate Interest  Determination Date") will be
the day on which Treasury Bills would normally be auctioned.  Treasury Bills are
usually  sold at  auction  on Monday of each  week,  unless  that day is a legal
holiday,  in which case the  auction is usually  held on Tuesday.  However,  the
auction  may be held  on the  preceding  Friday.  If an  auction  is held on the
preceding Friday, that day will be the Interest Determination Date pertaining to
the Interest Reset Date occurring in the next week.

         When Interest is Paid.  Interest on Floating Rate Notes will be payable
monthly,  quarterly,  semi-annually  or  annually,  as  provided  in the pricing
supplement.  Except as provided below or in the pricing supplement,  interest is
paid as follows:

o       for Floating Rate Notes on which interest is payable monthly, the third
        Wednesday of each month;

o       for  Floating  Rate Notes on which  interest is payable  quarterly,  the
        third Wednesday of March, June, September and December;

o       for Floating Rate Notes on which interest is payable semi-annually,  the
        third  Wednesday of the two months  specified in the applicable  pricing
        supplement; and

o       for Floating Rate Notes on which interest is payable annually, the third
        Wednesday of the month specified in the applicable pricing supplement.

         The interest payable for Floating Rate Notes (other than those Floating
Rate Notes which reset daily or weekly)  will be the amount of interest  accrued
(1) from and including the date the  applicable  Floating Rate Notes were issued
or (2) from but excluding the last date for which interest has been paid, to but
excluding the Interest  Payment Date for those Floating Rate Notes. For Floating
Rate Notes which reset daily or weekly, the interest payable will be:

o             the amount of interest accrued (a) from and including the date the
              applicable  Floating  Rate  Notes  were  issued,  or (b)  from but
              excluding  the last date for which  interest has been paid, to and
              including the record date  immediately  preceding  the  applicable
              Interest Payment Date; and

o             at maturity, the amount of interest accrued (a) from and including
              the date the  applicable  Floating  Rate Notes were  issued or (b)
              from but excluding the last date in respect of which  interest has
              been paid, to but  excluding the maturity date for those  Floating
              Rate Notes.

         The accrued  interest for any period is calculated by  multiplying  the
principal  amount of a Floating  Rate Note by an accrued  interest  factor.  The
accrued interest factor is computed by adding the interest factor calculated for
each day in the period  for which  accrued  interest  is being  calculated.  The
interest  factor  (expressed  as a decimal) is computed by dividing the interest
rate applicable to that date by 360,  except for Treasury Rate Notes,  for which
it will be divided by the actual number of days in the year.

         "Calculation  Date"  means the  tenth  calendar  day after an  Interest
Determination Date or, if the tenth day is not a Business Day, the next Business
Day. Unless otherwise provided in the pricing  supplement,  The Bank of New York
is the "Calculation Agent" for the Floating Rate Notes, and, upon request of any
holder of a Floating  Rate Note,  will  provide  (1) the  interest  rate then in
effect and (2) if  available,  the  interest  rate to be  effective  on the next
Interest Reset Date for that Floating Rate Note.

         Commercial Paper Rate Notes.  Each Commercial Paper Rate Note will bear
interest at the rate (calculated with reference to the Commercial Paper Rate and
the Spread and/or Spread Multiplier,  if any) specified in that Commercial Paper
Rate Note and in the pricing supplement.

         "Commercial  Paper Rate" means,  with respect to any  Commercial  Paper
Rate  Interest  Determination  Date,  the  Money  Market  Yield  (calculated  as
described  below) on such date of the rate for commercial paper having the Index
Maturity  specified  in  the  applicable  pricing  supplement  as  published  in
H.15(519) under the heading "Commercial Paper-Nonfinancial."

         The  following  procedures  will  occur  if the rate  cannot  be set as
described above:

o             If the  applicable  rate  is not  published  by 3:00  P.M.  on the
              Calculation Date, then the Commercial Paper Rate will be the Money
              Market Yield, on that Commercial Paper Rate Interest Determination
              Date, of the rate for  commercial  paper having the Index Maturity
              specified in the  applicable  pricing  supplement  as published in
              H.15 Daily Update  (defined  below) under the heading  "Commercial
              Paper - Non-Financial," or any successor heading.

o             If the  applicable  rate is not  published in either  H.15(519) or
              H.15 Daily Update by 3:00 P.M. on such Calculation  Date, then the
              Commercial Paper Rate will be calculated by the Calculation  Agent
              and will be the Money  Market  Yield of the average of the offered
              rates, as of  approximately  11:00 A.M. on that  Commercial  Paper
              Rate Interest  Determination  Date,  of three  leading  dealers of
              commercial   paper  in  New  York,  New  York,   selected  by  the
              Calculation  Agent for commercial  paper of the  applicable  Index
              Maturity  placed for a  non-financial  issuer whose bond rating is
              "AA," or the equivalent,  from a nationally recognized statistical
              rating agency.

o             If the dealers  selected by the Calculation  Agent are not quoting
              rates as set forth above,  the Commercial Paper Rate in effect for
              the applicable period will be the Commercial Paper Rate determined
              as of the  immediately  preceding  Commercial  Paper Rate Interest
              Determination Date.

         LIBOR Rate Notes.  Each LIBOR Rate Note will bear  interest at the rate
(calculated with reference to LIBOR and the Spread and/or Spread Multiplier,  if
any) specified on the LIBOR Rate Note and in the pricing supplement,  determined
by the Calculation Agent as follows:

         The Calculation Agent will determine LIBOR as follows:

o With  respect  to  any  LIBOR  Interest  Determination  Date,  LIBOR  will  be
determined by either:

                  (1) if "LIBOR Reuters" is specified in the pricing supplement,
              the average of the offered  rates for  deposits in the  Designated
              LIBOR  Currency  having  the  Index  Maturity   specified  in  the
              applicable  pricing  supplement,  beginning on the second Business
              Day immediately  after that date, that appears on the Reuters Page
              as of 11:00  A.M.,  London  time,  on that  date,  if at least two
              offered rates appear on the Reuters Page, or

                  (2)  if  "LIBOR   Telerate"   is   specified  in  the  pricing
              supplement, the rate for deposits in the Designated LIBOR Currency
              having the Index  Maturity  specified  in the  applicable  pricing
              supplement, beginning on the second Business Day immediately after
              that date,  that  appears on the  Telerate  Page as of 11:00 A.M.,
              London time, on that date.

              If neither  LIBOR  Reuters nor LIBOR  Telerate is specified in the
              pricing supplement,  LIBOR will be determined as if LIBOR Telerate
              (and, if the U.S. dollar is the Designated  LIBOR  Currency,  page
              3750) had been specified.

o             In the case where (1) above  applies,  if fewer  than two  offered
              rates appear on the Reuters Page,  or, in the case where (2) above
              applies,  if no rate appears on the Telerate Page,  LIBOR for that
              date will be determined as follows:

(1)           LIBOR will be determined based on the rates at approximately 11:00
              A.M.,  London time, on that LIBOR Interest  Determination  Date at
              which  deposits  in  the  Designated  LIBOR  Currency  having  the
              applicable Index Maturity are offered to prime banks in the London
              interbank  market  selected  by four  major  banks  in the  London
              interbank  market selected by the  Calculation  Agent for a single
              transaction  in  that  market  at  that  time  (a  "Representative
              Amount").  The offered rates must begin on the second Business Day
              immediately after that LIBOR Interest Determination Date.

(2)           The Calculation  Agent will request the principal London office of
              each of the four banks  mentioned  above to provide a quotation of
              its rate. If at least two such quotations are provided, LIBOR will
              equal the average of such quotations.

(3)           If fewer than two  quotations  are provided,  LIBOR will equal the
              average of the rates  quoted as of 11:00 A.M on that date by three
              major banks in the applicable  Principal Financial Center selected
              by the  Calculation  Agent.  The  rates  will be for  loans in the
              Designated  LIBOR  Currency  to  leading  banks  having  the Index
              Maturity  specified  in the pricing  supplement  beginning  on the
              second  Business  Day  after  that  date  and in a  Representative
              Amount; and

(4)                   If the banks are not quoting as mentioned in (3) above,
              the rate of interest in effect for the applicable period will be
              the same as the rate of interest in effect for the prior Interest
              Reset Period.

         "Designated  LIBOR Currency" means, with respect to any LIBOR Note, the
currency  (including  composite  currency  units),  if  any,  designated  in the
applicable   pricing  supplement  as  the  currency  for  which  LIBOR  will  be
calculated. If no such currency is designated in the Floating Rate Notes and the
applicable pricing supplement, the Designated LIBOR Currency shall be U.S.
dollars.

         Treasury Rate Notes.  Each Treasury Rate Note will bear interest at the
rate  (calculated  with  reference  to the Treasury  Rate and the Spread  and/or
Spread  Multiplier,  if any)  specified  on the  Treasury  Rate  Note and in the
pricing supplement.

         "Treasury  Rate"  means,  with respect to any  Treasury  Rate  Interest
Determination  Date,  the rate  applicable to the most recent  auction of direct
obligations  of the United States  ("Treasury  Bills") having the Index Maturity
specified  in the  applicable  pricing  supplement  on  the  display  on  Bridge
Telerate,  Inc.  (or any  successor  service) on page 56 or 57 under the heading
"AVGE INVEST YIELD."

         The  following  procedures  will  occur  if the rate  cannot  be set as
described above:

o             If that  rate is not  published  by 3:00  P.M.  on the  applicable
              Calculation  Date,  the  rate  will be the  auction  average  rate
              (expressed as a bond equivalent,  on the basis of a year of 365 or
              366 days,  as  applicable,  and applied on a daily basis) for such
              auction as otherwise  announced by the United States Department of
              the Treasury.

o             If the  results  of the  auction  of  Treasury  Bills  having  the
              applicable  Index  Maturity  are not reported by 3:00 P.M. on such
              Calculation  Date,  or if no such  auction is held in a particular
              week,   then  the  Treasury   Rate  shall  be  calculated  by  the
              Calculation Agent as follows:

(1)           The rate shall be calculated as a yield to maturity  (expressed as
              a bond  equivalent  on the basis of a year of 365 or 366 days,  as
              applicable,  and  applied on a daily  basis) of the average of the
              secondary market bid rates, as of approximately  3:30 P.M. on such
              Treasury  Rate  Interest  Determination  Date,  of  three  leading
              primary United States  government  securities  dealers selected by
              the  Calculation  Agent for the  issue of  Treasury  Bills  with a
              remaining maturity closest to the specified Index Maturity; and

(2)           If fewer than three dealers are quoting as mentioned,  the rate of
              interest in effect for the  applicable  period will be the rate of
              interest in effect for the prior interest reset period.

Redemptions

         Redemption Elected by Us

         As specified in the applicable  pricing  supplement,  we may either (1)
redeem the Notes or (2) not redeem the Notes, prior to their stated maturity. If
we can redeem the Notes, then the following terms will apply as specified in the
applicable pricing supplement:

o        we may redeem all or some of the Notes at one time;

o        we may redeem Notes on any date or after the date specified as the
         "Initial Redemption Date" in the applicable pricing
         supplement; and

o        we may redeem Notes at the price specified in the applicable pricing
         supplement, together with accrued interest to the
         redemption date. (Section 1101)

         If we redeem  some or all of the Notes,  the  Trustee  must  notify you
between 30 and 60 days before the redemption date (by first-class mail,  postage
prepaid)  that some or all of the Notes  will be  redeemed.  (Sections  1102 and
1104)  Further,  if only a part of a Note is  redeemed,  then the  holder of the
unredeemed part of that Note will receive one or more new Notes.  (Section 1107)
The Notes will not be subject to any sinking fund. (Section 1201)

         Redemption Elected by You

         You may be able to  instruct  us to  purchase  the  Note  that you hold
before that Note reaches its stated maturity date,  pursuant to the terms of the
Notes.  (Section  1301) If you can elect  for us to  redeem  some or all of your
Notes, the applicable  pricing  supplement will specify (1) the date or dates on
which  that Note may be sold by you and (2) the price  (plus  accrued  interest)
that we must pay you for that Note.

         To instruct us to purchase  your Note,  you must  deliver to the paying
agent (currently,  the Trustee), between 30 and 45 days before the date on which
the Note may be sold by you, the following items:

o        the Note;

o        the completed form entitled "Option to Elect Repayment" which will be
         printed on the reverse side of the Note; and

o             a fax  or  letter  from  (1) a  member  of a  national  securities
              exchange,  (2) a member of the National  Association of Securities
              Dealers,  Inc.  or (3) a U.S.  commercial  bank or  trust  company
              containing the following information:

              (a) your name;

              (b) the principal amount of the Note you wish to sell;

              (c) the certificate number or a description of the tenor and terms
of that Note;

              (d) a  statement  that you are  exercising  your  option  to elect
repayment of the Note you hold; and

              (e)  a  guarantee  that the Note and the  completed  form  will be
                   received by the paying agent within five  Business Days after
                   the date the fax or letter is received by the paying agent.

         Once you tender the Note to be  redeemed to the paying  agent,  you may
not revoke your earlier  election.  You may instruct us to purchase  part of the
Notes  you  hold,  provided  that the  Notes you  continue  to hold  after  that
redemption  are  outstanding  in an  authorized  denomination  of $1,000  and an
integral multiple of $1,000.

         If a series of Notes is held in book-entry  form by DTC or its nominee,
as more particularly  described under the heading  "Book-Entry  System," only it
(as the actual  holder of the Notes) may  instruct us to purchase  those  Notes.
However,  you, as the  beneficial  owner of the Notes,  may direct the broker or
other direct or indirect  participant  through which you hold an interest in the
Notes to notify DTC of your desire to have your Notes  purchased  (which will in
turn notify us according to the above-mentioned  procedures).  Because different
firms and brokers have different  cut-off times for accepting  instructions from
their  customers,  you should  consult  your broker or other  direct or indirect
participant through which you hold an interest in the Notes to determine by when
you must act, so that timely notice is delivered to DTC.

         At  any  time,  we may  purchase  the  Notes  or  beneficial  ownership
interests in the Notes (if they are held in book-entry form) at any price in the
open market or otherwise. In our sole discretion,  we may hold, resell or retire
any Notes or beneficial ownership interests in those Notes that we purchase.

Defaults, The Trustee

         The  following are defaults  under the  Indenture  with respect to debt
securities issued under the Indenture:

         (1)    We fail to make payment of principal, premium (if any), interest
                or any other amount on the debt securities when due;

         (2) We fail to deposit any sinking fund payment for the debt securities
when due;

         (3)    We  file  for  bankruptcy  or  certain  other  events  involving
                insolvency, receivership or bankruptcy occur; and

         (4) We fail to perform certain covenants or agreements.

Certain of these  events  become  defaults  only  after the lapse of  prescribed
periods of time and/or notice from the Trustee. (Section 501)

     Upon the occurrence of a default under the Indenture, either the Trustee or
the holder of at least 25% in principal amount of outstanding debt securities of
the affected series may declare the principal of all outstanding debt securities
immediately due and payable.  However, if the default is cured, the holders of a
majority in principal  amount of  outstanding  debt  securities  of the affected
series  may  rescind  that   declaration  and  annul  the  declaration  and  its
consequences. (Section 502)

         The  holders of a majority  in  principal  amount of  outstanding  debt
securities  of the  affected  series may  direct  the time,  method and place of
conducting any proceeding for the enforcement of the Indenture. (Section 512)

No holder of any debt  security  of any  series has the right to  institute  any
proceeding with respect to the Indenture unless:

o        the holder previously gave written notice of a default to the Trustee

o             the holders of more than 25% in  principal  amount of  outstanding
              debt  securities  of the  affected  series  tender to the  Trustee
              reasonable indemnity against costs and liabilities and request the
              Trustee to take action,  and the Trustee  declines to take action,
              and

o        the holders of a majority in principal amount of outstanding debt
         securities of the affected series give no inconsistent
              direction;

provided, however, that each holder of a Note shall have the right to enforce
payment of that Note when due.  (Sections 507 and 508)

         The  Trustee  must  notify the  holders of the debt  securities  of any
series  within 90 days after a default has  occurred  with respect to those debt
securities,  unless that  default has been cured or waived,  provided,  however,
except in the case of default in the payment of principal of,  premium (if any),
or  interest  or other  amount  payable on any debt  security,  the  Trustee may
withhold the notice if it determines that it is in the interest of those holders
to do so. (Section 602 and 603)

         We are required under the Trust  Indenture Act of 1939, as amended,  to
furnish  to the  Trustee  at  least  once  every  year a  certificate  as to our
compliance with the conditions and covenants under the Indenture. (Section 1005)

Covenants, Consolidation, Merger, Etc.

         We  will  keep  the  property  that we use in our  business,  or in the
business of our  subsidiaries,  in good  working  order,  and will improve it as
necessary to conduct our business and that of our subsidiaries,  as the case may
be, properly.  (Section 1007) Except as described in the next paragraph, we will
also maintain our corporate existence,  rights and franchises and those of SCE&G
and GENCO (collectively,  our "Principal Subsidiaries") necessary to conduct our
businesses properly. (Section 1006) However, we are not required to preserve (a)
the  corporate  existence of any of our  subsidiaries  other than our  Principal
Subsidiaries  or (b) any  such  right  or  franchise  if we  determine  that its
preservation  is not desirable in the conduct of our business or its loss is not
disadvantageous  in any material  respect to the holders of the outstanding debt
securities of any series. (Section 1006)

         We may,  without  the  consent of the  holders of the debt  securities,
consolidate  with,  or sell,  lease or convey  all or  substantially  all of our
assets  to, or merge  into  another  corporation,  provided  that (1) we are the
continuing  corporation,  or, if not,  the  successor  corporation  assumes by a
supplemental  indenture our obligations  under the Indenture and (2) immediately
after  giving  effect  to  such  transaction  there  will be no  default  in the
performance of any such obligations. (Section 801)

         The Indenture  provides that neither we nor our subsidiaries may issue,
assume or guarantee any notes,  bonds,  debentures or other similar evidences of
indebtedness for money borrowed ("Debt") secured by a mortgage,  lien, pledge or
other  encumbrance  ("Mortgages")  upon any  property of us or our  subsidiaries
without  effectively  providing  that the debt  securities of each series issued
under the Indenture  (together with, if we so determine,  any other indebtedness
or obligation  then existing or thereafter  created  ranking  equally with those
debt securities) are secured equally and ratably with (or prior to) such Debt so
long as such Debt is so secured, except that this restriction will not apply to:

         (1)      Mortgages to secure Debt issued under

o the Indenture,  dated April 1, 1993, between SCE&G and The Bank of New York, o
the Indenture of Mortgage, dated January 1, 1945, between SCE&G and The
  Chase  Manhattan Bank,
o the Mortgage and Security Agreement,  dated August 21, 1992, between GENCO and
  The Prudential Insurance Company of America, and
o the  Indenture  of  Mortgage,   dated  December  1,  1977,   between  Pipeline
  Corporation and Citibank, N.A.,

each as amended and supplemented to date and as it may be hereafter amended and
supplemented from time to time ("Existing Mortgages");

         (2) Mortgages affecting property of a corporation  existing at the time
it becomes our subsidiary or at the time it is merged into or consolidated  with
us or one of our subsidiaries;

         (3) Mortgages on property  existing at the time of acquisition  thereof
or incurred to secure payment of all or part of the purchase price thereof or to
secure  Debt  incurred  prior to, at the time of, or within 12 months  after the
acquisition  for the  purpose of  financing  all or part of the  purchase  price
thereof;

         (4)  Mortgages  on any  property  to secure  all or part of the cost of
improvements or construction  thereon or Debt incurred to provide funds for such
purpose in a principal  amount not  exceeding the cost of such  improvements  or
construction;

         (5)  Mortgages  which  secure  only  indebtedness  owing  by one of our
subsidiaries to us or to another of our subsidiaries;

         (6) certain Mortgages to government  entities,  including  mortgages to
secure Debt incurred in pollution control or industrial revenue bond financings;

         (7) Mortgages required by any contract or statute in order to permit us
or one of our  subsidiaries to perform any contract or subcontract  made with or
at the  request of the United  States of America,  any state or any  department,
agency or instrumentality or political subdivision of either;

         (8)  Mortgages  to secure loans to us or to our  subsidiaries  maturing
within 12 months from the creation  thereof and made in the  ordinary  course of
business;

         (9) Mortgages on any property  (including any natural gas, oil or other
mineral property) to secure all or part of the cost of exploration,  drilling or
development  thereof or to secure Debt  incurred  to provide  funds for any such
purpose;

         (10)     Mortgages existing on the date of the Indenture;

         (11)     "Excepted  Encumbrances" and "Permitted  Encumbrances" as such
                  terms are defined in any of the Existing Mortgages;

         (12)     certain Mortgages typically  incurred in the ordinary course
                  of business; and

         (13) any extension,  renewal or replacement of any Mortgage referred to
in the foregoing clauses (1) through (12), which does not increase the amount of
debt secured thereby at the time of the renewal, extension or modification.

Notwithstanding  the  foregoing,  we and  any or  all of our  subsidiaries  may,
without securing the debt securities, issue, assume or guarantee Debt secured by
Mortgages in an aggregate  principal  amount which (not including Debt permitted
to be secured  under  clauses (1) to (13)  inclusive  above) does not at any one
time  exceed  10%  of our  Consolidated  Net  Tangible  Assets  (as  hereinafter
defined). (Section 1009)

         "Consolidated  Net  Tangible  Assets" is defined as the total amount of
assets appearing on our consolidated balance sheet subtracting the following:

o        reserves for depreciation and other asset valuation reserves but
         excluding reserves for deferred federal income taxes;

o        intangible assets such as goodwill, trademarks, trade names, patents
         and unamortized debt discount and expense; and

o        appropriate  adjustments  on account  of  minority  interests  of other
         persons holding voting stock in any of our subsidiaries.
         (Section 101)

Modification, Waiver and Meetings

         We  may,  without  the  consent  of any  holders  of  outstanding  debt
securities, enter into supplemental indentures for the following purposes:

o        to add to our covenants for the benefit of the Holders or to surrender
         a right or power conferred upon us in the Indenture,

o        to secure the debt securities,

o        to establish the form or terms of any series of debt securities, or

o        to make certain other modifications, generally of a ministerial or
         immaterial nature. (Section 901)

         We may amend the Indenture  only for other purposes with the consent of
the  holders  of a  majority  in  principal  amount of each  affected  series of
outstanding debt securities. However, we may not amend the Indenture without the
consent  of the  holder  of each  affected  outstanding  debt  security  for the
following purposes:

o             to change the stated  maturity or redemption date of the principal
              of, or any  installment  of interest  on, any debt  security or to
              reduce  the  principal  amount,  the  interest  rate of, any other
              amount  payable  in  respect  of or  any  premium  payable  on the
              redemption of, any debt security;

o             to reduce the principal  amount of any debt  security  which is an
              Original  Issue  Discount  Security (as defined in the  Indenture)
              that  would  be due upon a  declaration  of  acceleration  of that
              security's maturity;

o        to change the place or currency of any payment of principal of or any
         premium or interest on any debt security;

o             to impair the right to institute  suit for the  enforcement of any
              payment on or with respect to any debt  security  after the stated
              maturity or redemption date of that debt security;

o             to reduce the percentage in principal  amount of outstanding  debt
              securities  of any series for which the  consent of the holders is
              required to modify or amend the  Indenture or to waive  compliance
              with certain provisions of the Indenture, or reduce certain quorum
              or voting requirements of the Indenture; or

o        to modify the foregoing requirements or reduce the percentage of
         outstanding debt securities necessary to waive any past
              default. (Section 902)

         Except with respect to certain fundamental provisions, the holders of a
majority in principal  amount of outstanding  debt  securities of any series may
waive past  defaults  with  respect to that series and may waive our  compliance
with certain provisions of the Indenture with respect to that series.  (Sections
513 and 1010)

         We, the Trustee or the holders of at least 10% in  principal  amount of
the outstanding debt securities of any series, may at any time call a meeting of
the holders of debt  securities of that series,  and notice of that meeting will
be given in accordance  with  "Notices"  below.  (Section  1402) Any  resolution
passed or  decision  taken at any meeting of holders of debt  securities  of any
series duly held in accordance with the Indenture will be binding on all holders
of debt  securities of that series.  The quorum at any meeting called to adopt a
resolution,  and at any  reconvened  meeting,  will be a majority  in  principal
amount of the outstanding debt securities of a series. (Section 1404)

Notices

         Notices to holders of the Notes will be given by mail to the addresses
of such holders as they appear in the Securities Register.  (Section 106)

Defeasance

         If we  deposit  with the  Trustee,  money  or  Federal  Securities  (as
described in the Indenture) sufficient to pay, when due, the principal,  premium
(if any) and interest due on the Notes,  then we will be discharged from any and
all  obligations  with  respect to the  Notes,  except  for  certain  continuing
obligations  to register the transfer or exchange of those debt  securities,  to
maintain paying agencies and to hold moneys for payment in trust. (Section 401)


                                Book-Entry System

         If provided in the  applicable  pricing  supplement,  except  under the
circumstances  described  below,  we will issue the Notes as one or more  global
Notes (each a "Global Note"), each of which will represent  beneficial interests
in the  Notes.  Each  such  beneficial  interest  in a Global  Note is  called a
"Book-Entry  Note" in this prospectus.  We will deposit those Global Notes with,
or on behalf of The  Depository  Trust  Company,  New York,  New York ("DTC") or
another depository which we subsequently  designate (the "Depository")  relating
to the Notes, and register them in the name of a nominee of the Depository.

         So long as the Depository, or its nominee, is the registered owner of a
Global  Note,  the  Depository  or its  nominee,  as the  case  may be,  will be
considered  the owner of that Global Note for all purposes  under the Indenture.
We will make payments of principal  of, any premium,  and interest on the Global
Note to the  Depository  or its nominee,  as the case may be, as the  registered
owner of that Global  Note.  Except as set forth  below,  owners of a beneficial
interest  in a Global Note will not be  entitled  to have any  individual  Notes
registered in their names,  will not receive or be entitled to receive  physical
delivery of any Notes and will not be  considered  the owners of Notes under the
Indenture.

         Accordingly,  to exercise any of the rights of the registered owners of
the Notes, each person holding a beneficial  interest in a Global Note must rely
on the procedures of the Depository.  If that person is not a Direct Participant
(hereinafter  defined),  then that  person must also rely on  procedures  of the
Direct Participant through which that person holds its interest.

         DTC

         The following information  concerning DTC and its book-entry system has
been  obtained  from sources that we believe to be reliable,  but neither we nor
any underwriter,  dealer or agent takes any  responsibility  for the accuracy of
that information.

         DTC will act as the initial securities depository for the Global Notes.
The Global Notes will be issued only as fully-registered  securities  registered
in the name of Cede & Co., DTC's partnership  nominee, or such other name as may
be requested by an authorized  representative of DTC. One fully-registered  Note
certificate  will be issued for each issue of the Notes,  each in the  aggregate
principal amount of such issue, and will be deposited with DTC or its custodian.
If, however,  the aggregate  principal amount of any issue of Notes exceeds $400
million,  one  certificate  will be issued with  respect to each $400 million of
principal  amount and an additional  certificate  will be issued with respect to
any remaining principal amount of such Notes.

         DTC is a  limited-purpose  trust company  organized  under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning  of the New  York  Uniform  Commercial  Code,  and a  "clearing  agency"
registered  pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct  Participants")
deposit with DTC. DTC also facilitates the settlement among Direct  Participants
of  securities  transactions,  such  as  transfers  and  pledges,  in  deposited
securities  through  electronic   computerized   book-entry  changes  in  Direct
Participants'  accounts,  thereby  eliminating the need for physical movement of
securities  certificates.  Direct  Participants  include  securities brokers and
dealers,  banks,  trust  companies,  clearing  corporations,  and certain  other
organizations.  DTC is owned by a number of its Direct  Participants  and by The
New York Stock  Exchange,  Inc.,  the  American  Stock  Exchange,  LLC,  and the
National  Association of Securities  Dealers,  Inc.  Access to the DTC system is
also  available to others such as  securities  brokers and dealers,  banks,  and
trust companies that clear through or maintain a custodial  relationship  with a
Direct Participant, either directly or indirectly ("Indirect Participants"). The
Rules  applicable  to DTC and its Direct and Indirect  Participants  are on file
with the SEC.

         Purchases  of the Notes under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Notes on DTC's records.
The ownership interest of the actual purchaser of each Note ("Beneficial Owner")
is in turn to be  recorded  on the Direct and  Indirect  Participants'  records.
Beneficial  Owners  will  not  receive  written  confirmation  from DTC of their
purchase,  but Beneficial  Owners are expected to receive written  confirmations
providing  details of the transaction,  as well as periodic  statements of their
holdings,  from the Direct or Indirect  Participant through which the Beneficial
Owner  entered into the  transaction.  Transfers  of ownership  interests in the
Notes are to be accomplished by entries made on the books of Participants acting
on behalf of Beneficial Owners.  Beneficial Owners will not receive certificates
representing  their ownership  interests in the Notes,  except in the event that
use of the book-entry system for the Notes is discontinued.

         To  facilitate  subsequent  transfers,  all Notes  deposited  by Direct
Participants with DTC are registered in the name of DTC's  partnership  nominee,
Cede & Co., or such other name as requested by an authorized  representative  of
DTC. The deposit of Notes with DTC and their  registration in the name of Cede &
Co. or such other nominee do not effect any change in beneficial ownership.  DTC
has no knowledge of the actual  Beneficial  Owners of the Notes;  DTC's  records
reflect  only the identity of the Direct  Participants  to whose  accounts  such
Notes are credited,  which may or may not be the Beneficial  Owners.  The Direct
and Indirect  Participants will remain  responsible for keeping account of their
holdings on behalf of their customers.

         Conveyance  of  notices  and  other  communications  by DTC  to  Direct
Participants,  by Direct  Participants to Indirect  Participants,  and by Direct
Participants and Indirect  Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory  requirements as
may be in effect from time to time.  Beneficial Owners of Notes may wish to take
certain steps to augment  transmission to them of notices of significant  events
with respect to the Notes, such as redemptions,  tenders,  defaults and proposed
amendments  to the security  documents.  Beneficial  Owners of Notes may wish to
ascertain  that the nominee  holding  the Notes for their  benefit has agreed to
obtain  and  transmit  notices  to  Beneficial  Owners,  or in the  alternative,
Beneficial Owners may wish to provide their names and addresses to the registrar
and request that copies of the notices be provided directly to them.

         Redemption  notices shall be sent to DTC. If less than all of the Notes
within an issue are being  redeemed,  DTC's  practice is to determine by lot the
amount of the interest of each Direct Participant in such issue to be redeemed.

         Neither DTC nor Cede & Co., nor any other DTC nominee,  will consent or
vote with respect to the Notes. Under its usual procedures, DTC mails an omnibus
proxy to us as soon as possible after the record date. The omnibus proxy assigns
Cede & Co.'s  consenting or voting rights to those Direct  Participants to whose
accounts  the Notes are  credited  on the record date  (identified  in a listing
attached to the omnibus proxy).

         Principal and interest payments on the Notes will be made to Cede & Co.
or such other  nominee as may be requested by an  authorized  representative  of
DTC.  DTC's  practice is to credit  Direct  Participants'  accounts,  upon DTC's
receipt of funds and corresponding detail from us or the Trustee on the relevant
payment  date in  accordance  with  their  respective  holdings  shown  on DTC's
records.  Payments  by  Participants  to  Beneficial  Owners will be governed by
standing  instructions and customary  practices,  as is the case with securities
held for the  accounts  of  customers  in bearer form or  registered  in "street
name," and will be the  responsibility  of such  Participant and not of DTC (nor
its  nominee),  the  Trustee  or us,  subject  to any  statutory  or  regulatory
requirements  as may be in effect from time to time.  Payment of  principal  and
interest  to  Cede & Co.,  or  such  other  nominee  as may be  requested  by an
authorized  representative of DTC, is our responsibility or that of the Trustee.
Disbursement of such payments to Direct  Participants is the  responsibility  of
DTC, and  disbursement  of such payments to the  Beneficial  Owners shall be the
responsibility of Direct and Indirect Participants.

         A  Beneficial  Owner  shall  give  notice  to elect  to have its  Notes
purchased or tendered by us, through its  Participant,  to the Trustee and shall
effect delivery of such Notes by causing the Direct  Participant to transfer the
Participant's  interest  in the  Notes on DTC's  records,  to the  Trustee.  The
requirement  for  physical  delivery  of Notes in  connection  with a demand for
repayment will be deemed  satisfied  when the ownership  rights in the Notes are
transferred by Direct Participants on DTC's records and followed by a book-entry
credit of tendered Notes to the Trustee's DTC account.

         DTC may  discontinue  providing its services as  securities  depository
with respect to the Notes at any time by giving  reasonable  notice to us or the
Trustee.  Under such  circumstances,  in the event that a  successor  securities
depository  is not  obtained,  Notes in  certificated  form are  required  to be
printed and  delivered.  In addition,  we may decide to  discontinue  use of the
system of book-entry transfers through DTC or a successor securities depository.
In that event, Notes in certificated form will be printed and delivered.

         Neither we nor the Trustee will have any  responsibility  or obligation
to the Depository,  any  Participant in the book-entry  system or any Beneficial
Owner with respect to (1) the accuracy of any records  maintained  by DTC or any
Participant;  (2) the payment by DTC or by any  Participant of any amount due to
any Participant or Beneficial Owner,  respectively,  in respect of the principal
amount or purchase price or redemption  price of, or interest on, any Notes; (3)
the delivery of any notice by DTC or any  Participant;  (4) the selection of the
Beneficial  Owners to receive payment in the event of any partial  redemption of
the Notes; or (5) any other action taken by DTC or any Participant.

                              Plan of Distribution

         We are  offering  the Notes on a  continuous  basis  through the agents
named on the cover of this prospectus or the applicable  pricing supplement (the
"Agents"), who have agreed to use reasonable efforts to solicit purchases of the
Notes.  Initial  purchasers may propose certain terms of the Notes,  but we will
have the sole right to accept offers to purchase  Notes and may reject  proposed
purchases  in whole or in part.  Each  Agent  will also have the  right,  in its
discretion reasonably exercised and without notice to us, to reject any proposed
purchase  of Notes in whole  or in  part.  We will pay each  Agent a  commission
ranging from .125% to .750% of the  principal  amount of Notes sold through such
Agent,  depending upon stated maturity or the effective  maturity as dictated by
combinations  of options or other  provisions  found in the  applicable  pricing
supplement.

     We may sell Notes directly to investors on our own behalf.  In these cases,
no commission or discount  will be paid or allowed.  In addition,  we may accept
offers from additional  agents for the sale of particular  Notes;  provided that
any  such  sale of  Notes  through  such  additional  agents  shall  be on terms
substantially  similar,  including the same commission schedule, as agreed to by
the  Agents.  Such  additional  agents will be named in the  applicable  pricing
supplement.

     We may also sell Notes to Agents as principals.  Unless otherwise specified
in the  applicable  pricing  supplement,  any Note sold to an Agent as principal
will be purchased by the Agent at a price equal to 100% of the principal  amount
thereof, less a percentage equal to the commission applicable to an agency trade
of identical  stated  maturity.  Notes may be resold by an Agent to investors or
other  purchasers  from  time to time  in one or  more  transactions,  including
negotiated  transactions,  at a fixed public offering price or at varying prices
determined by the Agent at the time of sale,  or may be sold to certain  dealers
as described  below.  After the initial public offering of Notes to be resold to
investors or other  purchasers,  the public offering price (in the case of Notes
to be resold at a fixed offering price),  the concession and the discount may be
changed. In addition,  any Agent may sell Notes to any dealer at a discount and,
unless otherwise  specified in an applicable pricing  supplement,  such discount
allowed to any dealer  will not be in excess of the  discount  to be received by
the Agent from us.

         No Note will have an established  trading market when issued. The Notes
will not be listed on any securities  exchange.  The Agents may make a market in
the Notes,  but the Agents are not  obligated to do so and may  discontinue  any
market-making  at any  time  without  notice.  There  can be no  assurance  of a
secondary market for any Notes, or that the Notes will be sold.

         Each Agent,  whether acting as agent or principal,  may be deemed to be
an  "underwriter"  within the meaning of the  Securities Act of 1933, as amended
(the  "Securities  Act"). We have agreed to indemnify each Agent against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Agents may be required to make in respect thereof. Each of the
Agents and certain of their affiliates  engage in transactions  with and perform
services for us and our affiliates in the ordinary course of business.


                                     Experts

     The consolidated  financial  statements  incorporated by reference from our
Annual  Report  on Form  10-K for the year  ended  December  31,  1999 have been
audited  by  Deloitte & Touche  LLP,  independent  auditors,  as stated in their
report,  which is  incorporated  by  reference  into this  prospectus  and is so
incorporated  in  reliance  upon the  report  of such  firm,  given  upon  their
authority as experts in accounting and auditing.


                              Validity of the Notes

     McNair Law Firm, P.A., of Columbia,  South Carolina,  and H. Thomas Arthur,
Esq.,  of  Columbia,  South  Carolina,  our Senior  Vice  President  and General
Counsel,  will pass upon the validity of the Notes for us.  Thelen Reid & Priest
LLP,  of New York,  New York,  will pass upon the  validity of the Notes for any
underwriters,  lenders or Agents.  Thelen  Reid & Priest LLP will rely as to all
matters of South  Carolina law upon the opinion of H. Thomas  Arthur,  Esq. From
time to time,  Thelen Reid & Priest LLP renders legal services to us and certain
of our subsidiaries.

         At November 1, 2000, H. Thomas Arthur,  Esq., owned beneficially 12,444
(and options to purchase  8,796)  shares of our common stock,  including  shares
acquired  by the  trustee  under its Stock  Purchase-Savings  Program  by use of
contributions  made by Mr.  Arthur and  earnings  thereon and  including  shares
purchased by the trustee by use of SCANA contributions and earnings thereon.


                                    Glossary

         Set forth  below  are  definitions  of some of the  terms  used in this
prospectus.

         "H.15(519)"  means  the  weekly   statistical   release  designated  as
"Statistical  Release  H.15(519),  Selected  Interest  Rates"  or any  successor
publication, published by the Board of Governors of the Federal Reserve System.

         "H.15 Daily  Update"  means the daily  update of  H.15(519),  available
through the Internet  website of the Board of  Governors of the Federal  Reserve
System at  http://www.bog.frb.fed.us/releases/h15/update,  or any successor site
or publication.

         "Index  Maturity"  means,  with  respect to a Floating  Rate Note,  the
period to maturity of the Note on which the interest  rate formula is based,  as
indicated in the applicable pricing supplement.

         "Interest  Determination  Date" means the date as of which the interest
rate for a Floating  Rate Note is to be  calculated,  to be  effective as of the
following  Interest  Reset Date and calculated on the related  Calculation  Date
(except in the case of LIBOR which is calculated  on the related LIBOR  Interest
Determination  Date). The Interest  Determination Dates will be indicated in the
applicable pricing supplement and in the Note.

         "Interest Reset Date" means the date on which a Floating Rate Note will
begin to bear  interest at the rate  determined  on any  Interest  Determination
Date.  The  Interest  Reset Dates will be indicated  in the  applicable  pricing
supplement and in the Note.

         "Money  Market Yield" is the yield  (expressed as a percentage  rounded
upwards, if necessary, to the next higher one-hundred-thousandth of a percentage
point) calculated in accordance with the following formula:

                                         D x 360
                Money                  Market Yield = -------------- x 100 360 -
                                       (D x M)

where "D" refers to the per annum  rate for  commercial  paper  quoted on a bank
discount  basis and expressed as a decimal;  and "M" refers to the actual number
of days in the period for which interest is being calculated.

         "Principal Financial Center" means the capital city of the country that
issues as its legal  tender the  Designated  LIBOR  Currency of such LIBOR Note,
except that with respect to U.S. dollars and European Currency Units (as defined
and  revised  from time to time by the  Council of  European  Communities),  the
Principal   Financial   Center  shall  be  New  York,  New  York  and  Brussels,
respectively.

         "Reuters  Page" means the display on the  Reuters  Monitor  Money Rates
Service on the page  designated in the  applicable  pricing  supplement (or such
other page as may replace that  designated page on that service) for the purpose
of  displaying  London  interbank  offered  rates of major banks for the related
Designated LIBOR Currency).

         "Spread"  means the number of basis points  specified in the applicable
pricing  supplement as being applicable to the interest rate for a Floating Rate
Note.

         "Spread  Multiplier"  means the percentage  specified in the applicable
pricing  supplement as being applicable to the interest rate for a Floating Rate
Note.

         "Telerate Page" means the display on the Dow Jones Telerate  Service on
the page designated in the applicable  pricing supplement (or such other page as
may replace that page on that  service or such other  service or services as may
be nominated by the British Bankers  Association)  for the purpose of displaying
London interbank offered rates for U.S. dollar deposits.



<PAGE>



                                 $1,000,000,000





                                SCANA CORPORATION








                               Medium-Term Notes


                              Due From Nine Months
                                 to Thirty Years
                               From Date of Issue











                                   Prospectus



                                 UBS Warburg LLC
                           Credit Suisse First Boston
                         Banc of America Securities LLC


                                     , 2000






<PAGE>


                                     PART II
                            INFORMATION NOT REQUIRED
                                  IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

         Securities and Exchange Commission filing fee.......  $79,000
         Printing Expense....................................   15,000#
         Blue Sky and Legal fees.............................   80,000#
         Rating Agency fees..................................   47,000#
         Trustee fees........................................   35,000#
         Accounting services.................................   20,000#
         Miscellaneous.......................................   15,000#
                                                              --------
          Total.............................................. $291,000#
# Estimated

Item 15. Indemnification of Directors and Officers

         The South Carolina  Business  Corporation Act of 1988 permits,  and the
registrant's By-Laws require,  indemnification of the registrant's directors and
officers in a variety of circumstances,  which may include  indemnification  for
liabilities  under the Securities  Act. Under  Sections  33-8-510,  33-8-550 and
33-8-560  of the  South  Carolina  Business  Corporation  Act of  1988,  a South
Carolina  corporation  is  authorized  generally to indemnify  its directors and
officers in civil or criminal actions if they acted in good faith and reasonably
believed  their conduct to be in the best interests of the  corporation  and, in
the case of  criminal  actions,  had no  reasonable  cause to  believe  that the
conduct was  unlawful.  The  registrant's  By-Laws  require  indemnification  of
directors  and  officers  with  respect to  expenses  actually  and  necessarily
incurred by them in  connection  with the defense or  settlement  of any action,
suit or  proceeding  (which shall include any  threatened,  pending or completed
action,   suit  or   proceeding,   whether  civil,   criminal,   administrative,
investigative  or  arbitrative) in which they, or any of them, are made parties,
or a party,  by reason of being or having been a director or officer,  except in
relation  to matters as to which they shall be adjudged to be liable for willful
misconduct in the performance of duty and to such matters as shall be settled by
agreement  predicated  on the  existence of such  liability.  In  addition,  the
registrant  carries  insurance on behalf of  directors,  officers,  employees or
agents that may cover  liabilities  under the Securities  Act. The  registrant's
Restated  Articles of  Incorporation  provide that no director of the registrant
shall be liable to the registrant or its  shareholders  for monetary damages for
breach of his  fiduciary  duty as a director  occurring  after  April 26,  1989,
except for (i) any breach of the director's duty of loyalty to the registrant or
its  shareholders,  (ii) acts or  omissions  not in good faith or which  involve
gross  negligence,  intentional  misconduct or a knowing violation of law, (iii)
certain  unlawful  distributions or (iv) any transaction from which the director
derived an improper personal benefit.

Item 16. Exhibits

         Exhibits  required  to be filed with this  registration  statement  are
listed in the  following  Exhibit  Index.  Certain of such  exhibits  which have
heretofore  been filed with the SEC and which are  designated  by  reference  to
their  exhibit  numbers  in prior  filings  are  hereby  incorporated  herein by
reference and made a part hereof.

Item 17. Undertakings

         The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate,  the changes in
volume and price  represent  no more than a 20% change in the maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective registration statement; and

                           (iii)  to  include  any  material   information  with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the
registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports filed with or furnished to the SEC
by the  registrant  pursuant  to Section 13 or Section  15(d) of the  Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  registration
statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant has been advised that in the opinion of the SEC such  indemnification
is  against   public  policy  as  expressed  in  the  Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-3,  except for the  assignment  of a security
rating pursuant to transaction  requirement B.2. of Form S-3, which  requirement
the registrant reasonably believes will be met at the time of sale, and has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Columbia, State of South
Carolina, on November 14, 2000.

(REGISTRANT)                        SCANA Corporation

                                    By:    /s/W. B. Timmerman
(Name & Title):                     W. B. Timmerman, Chairman of the Board,
                                    Chief Executive Officer and Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  or amendment  thereto has been signed by the  following
persons in the capacities and on the dates indicated.

(i) Principal executive officer:


By:                        /s/W. B. Timmerman
(Name & Title):            W. B. Timmerman, Chairman of the Board, Chief
                           Executive Officer and Director
Date:                      November 14, 2000


(ii) Principal financial officer:


By:                        /s/K. B. Marsh
(Name & Title):            K. B. Marsh, Senior Vice President and Chief
                           Financial Officer
Date:                      November 14, 2000


(iii) Principal accounting officer:


By:                        /s/M. R. Cannon
(Name & Title):            M. R. Cannon, Controller
Date:                      November 14, 2000


(iv) Other Directors:


     * B. L. Amick;  J. A.  Bennett,  W. B.  Bookhart,  Jr.; H. C. Stowe;  H. M.
Chapman;  E. T. Freeman;  L. M. Gressette,  Jr., W. H. Hipp; L.M. Miller,  D. M.
Hagood; J. B. Rhodes;  M. K. Sloan; W. C. Burkhardt;  G. S. York; C. E. Ziegler,
Jr.


* Signed on behalf of each of these persons:


         /s/K. B. Marsh
         K. B. Marsh
         (Attorney-in-Fact)


<PAGE>


                                SCANA CORPORATION
                                  EXHIBIT INDEX


1.01    Form of Selling Agency Agreement (Filed herewith)

2.01    Agreement  and Plan of Merger  dated as of February  16, 1999 as amended
        and restated as of May 10, 1999, by and among Public Service  Company of
        North Carolina, Incorporated, SCANA Corporation, New Sub I, Inc. and New
        Sub II, Inc. (Filed as Exhibit 2.1 to SCANA  Corporation's  Registration
        Statement on Form S-4 on May 11, 1999 (File No. 333-78227))

3.01    Articles of Amendment of SCE&G, dated May 19, 1999 (Filed herewith)

3.02    Articles of Amendment of SCE&G, dated August 13, 1999 (Filed herewith)

3.03    Articles of Amendment of SCE&G, dated March 1, 2000 (Filed herewith)

3.04    By-Laws of SCANA as revised and amended on February 22, 2000 (Filed
        herewith)

3.05    By-Laws of SCE&G as amended and adopted on February 22, 2000 (Filed
        herewith)

4.01    Indenture,  dated as of November 1, 1989 between the  Registrant and The
        Bank of New York,  as  Trustee  (Filed as  Exhibit  4-A to  Registration
        Statement No. 33-32107 and incorporated by reference herein)

4.02    Form of the Note (Filed herewith)

4.03    Trust Agreement for SCE&G Trust I (Filed herewith)

4.04    Certificate of Trust for SCE&G Trust I (Filed herewith)

4.05    Junior Subordinated Indenture for SCE&G Trust I (Filed herewith)

4.06    Guarantee Agreement for SCE&G Trust I (Filed herewith)

4.07 Amended and Restated Trust Agreement for SCE&G Trust I (Filed herewith)

5.01    Opinion of H. Thomas Arthur, Esq. re legality (Filed herewith)

8.01    Opinion re tax matters (Not applicable)

10.01   SCANA  Supplementary  Voluntary  Deferral  Plan as amended and  restated
        through October 21, 1997 (Filed herewith)

10.02   SCANA Key  Employee  Retention  Plan as amended and  restated  effective
        October 21, 1997 (Filed herewith)

10.03   Service  Agreement  between SCE&G and SCANA  Services,  Inc.,  effective
        April 1, 2000 (Filed herewith)

10.04   SCANA  Director  Compensation  and  Deferral  Plan  and  SCANA  Director
        Compensation Trust effective January 1, 2001 (Filed herewith)

12.01   Statement Re Computation of Ratios (Filed herewith)

15.01   Letter re unaudited interim financial information(Not applicable)

23.01   Consent of Deloitte & Touche LLP (Filed herewith)

23.02   Consent of H. Thomas Arthur, Esq. (Filed herewith)

24.01   Power of Attorney (Filed herewith)

25.01   Statement of  eligibility of The Bank of New York, as Trustee (Form T-1)
        (Filed herewith)

26.01 Invitation for competitive bids (Not applicable)

27.01   Financial Data Schedule (Not applicable)

99.01   Additional Exhibits (Not applicable)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>SELLING AGENCY AGREEMENT
<TEXT>



                                  Exhibit 1.01

                                SCANA Corporation

                        $1,000,000,000 Medium-Term Notes
                      Due From Nine Months to Thirty Years
                               From Date of Issue
UBS Warburg LLC
677 Washington Boulevard
Stamford, CT 06901

Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010

Banc of America Securities LLC
Bank of America Corporate Center
100 North Tryon Street; NC1-007-07-01
Charlotte, NC 28255

                            Selling Agency Agreement

                                                                        , 2000
                               New York, New York
Dear Sirs:

     SCANA Corporation,  a South Carolina corporation (the "Company"),  confirms
its  agreement  with each of you as evidenced by this Selling  Agency  Agreement
dated , 2000  (the  "Agreement"),  with  respect  to the  issue  and sale by the
Company of up to  $1,000,000,000  aggregate  principal amount of its Medium-Term
Notes,  Due from Nine Months to Thirty  Years from Date of Issue (the  "Notes").
The Notes  will be  issued  under an  indenture  (the  "Indenture")  dated as of
November 1, 1989  between the Company and The Bank of New York,  as trustee (the
"Trustee").  Unless  otherwise  set  forth  in a  supplement  to the  Prospectus
referred to below,  the Notes will be issued in fully registered form in minimum
denominations of $1,000 and in  denominations  exceeding such amount by integral
multiples of $1,000, and will have the annual interest rates, maturities and, if
appropriate,  other terms set forth in such  supplement to the  Prospectus.  The
Notes will be issued, and the terms thereof established,  in accordance with the
Indenture  and,  in the  case of  Notes  sold  pursuant  to  Section  2(a),  the
Medium-Term  Note  Administrative  Procedures  attached hereto as Exhibit A (the
"Procedures") (unless a Terms Agreement (as defined in Section 2(b)) modifies or
supersedes  such  Procedures  with respect to the Notes issued  pursuant to such
Terms Agreement). The Procedures may be amended only by written agreement of the
Company and you after notice to, and with the approval of, the Trustee.  For the
purposes of this  Agreement,  the term "Agent"  shall refer to any of you acting
solely in the capacity as agent for the Company pursuant to Section 2(a) and not
as principal (collectively,  the "Agents"), the term the "Purchaser" shall refer
to one of you acting  solely as  principal  pursuant to Section  2(b) and not as
agent,  and the term "you" shall refer to you  collectively  whether at any time
any of you are acting in both such capacities or in either such capacity.

         1. Representations and Warranties.  The Company represents and warrants
to, and agrees with,  you as set forth below in this  Section 1.  Certain  terms
used in this Section 1 are defined in paragraph (i) hereof.

                  (a) The  Company  meets the  requirements  for use of Form S-3
under the  Securities Act of 1933, as amended (the "Act") and has filed with the
Securities and Exchange  Commission (the "Commission") a registration  statement
on such Form (File Number:  333- ), including a prospectus  (the  "Prospectus"),
which  registration  statement has become effective,  for the registration under
the Act of  $1,000,000,000  aggregate  principal  amount of debt securities (the
"Securities"),  including the Notes. Such registration  statement, as amended at
the  date  of  this  Agreement,   meets  the  requirements  set  forth  in  Rule
415(a)(1)(ix)  or (x) under the Act and complies in all other material  respects
with said Rule.  In  connection  with the sale of Notes the Company  proposes to
file with the  Commission  pursuant to the  applicable  paragraph of Rule 424(b)
under the Act  supplements  to the  Prospectus  specifying  the interest  rates,
maturity  dates and,  if  appropriate,  other  terms of the Notes sold  pursuant
hereto or the offering thereof.

                  (b) As of the Execution Time (as defined by Section 1(i)),  on
the  Effective  Date (as defined by Section  1(i)),  when any  supplement to the
Prospectus is filed with the  Commission,  as of the date of any Terms Agreement
and at the date of  delivery  by the  Company  of any Notes  sold  hereunder  (a
"Closing Date"), (i) the Registration Statement (as defined by Section 1(i)), as
amended as of any such time, and the Prospectus,  as supplemented as of any such
time, and the Indenture will comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust
Indenture  Act")  and the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act") and the  respective  rules  thereunder;  (ii) the  Registration
Statement,  as  amended  as of any such time,  did not or will not  contain  any
untrue  statement of a material fact or omit to state any material fact required
to be stated  therein or necessary in order to make the  statements  therein not
misleading;  and (iii) the Prospectus, as supplemented as of any such time, will
not contain any untrue  statement of a material fact or omit to state a material
fact  necessary  in order to make the  statements  therein,  in the light of the
circumstances  under which they were made, not  misleading;  provided,  however,
that the Company makes no  representations  or warranties as to (i) that part of
the  Registration  Statement which shall constitute the Statement of Eligibility
(Form T-1) under the Trust  Indenture Act of the Trustee or (ii) the information
contained in or omitted from the  Registration  Statement or the  Prospectus (or
any  supplement  thereto) in reliance  upon and in conformity  with  information
furnished  in  writing  to the  Company  by any of you  specifically  for use in
connection with the preparation of the Registration  Statement or the Prospectus
(or any supplement thereto).

                  (c) As of the Execution  Time and as of the time any Notes are
issued and sold hereunder,  the Indenture has or will have been duly authorized,
executed and  delivered,  has or will have been duly  qualified  under the Trust
Indenture Act, and did or will constitute a legal,  valid and binding instrument
enforceable  against the Company in accordance  with its terms  (subject,  as to
enforcement of remedies, to applicable bankruptcy,  reorganization,  insolvency,
moratorium or other laws affecting creditors' rights generally from time to time
in  effect),   and  such  Notes  will  have  been  duly  authorized,   executed,
authenticated  and, when paid for by the  purchasers  thereof,  will  constitute
legal, valid and binding  obligations of the Company entitled to the benefits of
the Indenture (subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors' rights
generally from time to time in effect).

                  (d)  Each  of  the  Company,  South  Carolina  Electric  & Gas
Company, South Carolina Pipeline Corporation, South Carolina Generating Company,
Inc. and Public Service Company of North Carolina,  Incorporated,  and any other
"significant subsidiary" within the meaning of Rule 405 of the Act (individually
a "Subsidiary" and collectively the  "Subsidiaries")  has been duly incorporated
and is validly  existing as a corporation in good standing under the laws of the
jurisdiction  in which it is chartered or organized,  with full corporate  power
and authority to own its properties and conduct its business as described in the
Prospectus, and is duly qualified to do business as a foreign corporation and is
in good  standing  under  the  laws of each  jurisdiction  which  requires  such
qualification wherein it owns or leases material properties or conducts material
business.

                  (e)  All the  outstanding  shares  of  capital  stock  of each
Subsidiary  have been duly and validly  authorized and issued and are fully paid
and  nonassessable,  and, except as otherwise set forth in the  Prospectus,  all
outstanding shares of capital stock of the Subsidiaries are owned by the Company
either  directly  or through  wholly  owned  subsidiaries  free and clear of any
perfected  security  interest  and, to the  knowledge of the Company,  after due
inquiry, any other security interests, claims, liens or encumbrances.

                  (f) The Company's  authorized equity  capitalization is as set
forth in the  Registration  Statement;  and the Notes conform to the description
thereof  contained in the  Prospectus  (subject to the insertion in the Notes of
the maturity  dates,  the interest  rates and other  similar terms thereof which
will be described in supplements to the Prospectus as  contemplated by the third
sentence of Section l(a) of this Agreement).

                  (g) The Company is a public utility holding company within the
meaning of the Public Utility Holding Company Act of 1935, as amended (the "PUHC
Act") and is  registered  as such under such Act; and the Company is not subject
to  registration  under the  Investment  Company  Act of 1940,  as amended  (the
"Investment Company Act").

                  (h) Except for such  approvals  as may be  required  under the
PUHC Act, which have been obtained for the period ending  February 11, 2003, all
approvals  required to be obtained from governmental and regulatory  authorities
in connection with the issuance and sale of the Notes have been obtained and are
in full force and effect.

                  (i) The terms which follow, when used in this Agreement, shall
have the meanings indicated.  The term "Effective Date" shall mean the date that
Registration Statement No. 333- and any subsequent  post-effective  amendment or
amendments to the Registration Statement became or become effective.  "Execution
Time" shall mean the date and time that this Agreement is executed and delivered
by the  parties  hereto.  "Prospectus"  shall mean the form of basic  prospectus
relating  to the  Securities  contained  in the  Registration  Statement  at the
Effective Date.  "Registration  Statement" shall mean the registration statement
referred to in paragraph (a) above, including incorporated  documents,  exhibits
and financial statements, as amended at the Execution Time. "Rule 415" and "Rule
424" refer to such rules under the Act. Any reference herein to the Registration
Statement  or the  Prospectus  shall  be  deemed  to refer  to and  include  the
documents  incorporated  by  reference  therein  pursuant to Item 12 of Form S-3
which were filed under the Exchange Act on or before the  Effective  Date of the
Registration Statement or the issue date of the Prospectus,  as the case may be;
and any reference herein to the terms "amend,"  "amendment" or "supplement" with
respect to the Registration Statement or the Prospectus shall be deemed to refer
to and  include  the filing of any  document  under the  Exchange  Act after the
Effective  Date  of  the  Registration  Statement  or  the  issue  date  of  the
Prospectus, as the case may be, deemed to be incorporated therein by reference.

                  (j) As of the  Execution  Time,  this  Agreement has been duly
authorized, executed and delivered by the Company.

                  (k) As of the  Execution  Time,  since  the  date of the  most
recent  financial  statements  included  in  the  Prospectus  (exclusive  of any
supplement  thereto dated after the Execution Time),  there has been no material
adverse  change in the  condition  (financial or other),  earnings,  business or
properties  of the Company  and its  subsidiaries,  whether or not arising  from
transactions  in the  ordinary  course  of  business,  except as set forth in or
contemplated in the Prospectus  (exclusive of any supplement thereto dated after
the Execution Time).

         2.       Appointment  of Agents;  Solicitation  by the Agents of Offers
to Purchase;  Sales of Notes to a Purchaser.

                  (a) Subject to the terms and conditions set forth herein,  the
Company  hereby  authorizes  each of the  Agents to act as its agent to  solicit
offers for the purchase of all or part of the Notes from the Company.

         On the basis of the representations and warranties,  and subject to the
terms and  conditions set forth herein,  each of the Agents agrees,  as agent of
the Company,  to use its  reasonable  efforts to solicit  offers to purchase the
Notes from the Company upon the terms and conditions set forth in the Prospectus
(and any  supplement  thereto)  and in the  Procedures.  Each  Agent  shall make
reasonable  efforts  to assist  the  Company in  obtaining  performance  by each
purchaser  whose offer to purchase  Notes has been  solicited  by such Agent and
accepted by the Company,  but such Agent shall not, except as otherwise provided
in this  Agreement,  have any  liability  to the  Company  in the event any such
purchase is not consummated for any reason.  Except as provided in Section 2(b),
under no circumstances will any Agent be obligated to purchase any Notes for its
own account. It is understood and agreed,  however,  that any Agent may purchase
Notes as principal pursuant to Section 2(b).

         The Company reserves the right, in its sole discretion, to instruct the
Agents to  suspend  at any time,  for any  period  of time or  permanently,  the
solicitation of offers to purchase the Notes.  Upon receipt of instructions from
the  Company,  the  Agents  will  forthwith  suspend  solicitation  of offers to
purchase  Notes from the Company until such time as the Company has advised them
that such solicitation may be resumed.

         The Company agrees to pay each Agent a commission,  on the Closing Date
with respect to each sale of Notes by the Company as a result of a  solicitation
made by such Agent, in an amount equal to that percentage  specified in Schedule
I hereto of the  aggregate  principal  amount of the Notes sold by the  Company.
Such commission shall be payable as specified in the Procedures.

         Subject to the  provisions of this Section and the  Procedures,  offers
for the  purchase  of Notes  may be  solicited  by an  Agent,  as agent  for the
Company,  at such time and in such  amounts as such Agent deems  advisable.  The
Company may from time to time offer  Notes for sale  otherwise  than  through an
Agent.

         If the Company shall default in its  obligations  to deliver Notes to a
purchaser whose offer it has accepted, the Company shall indemnify and hold each
of you harmless against any loss, claim or damage arising from or as a result to
such default by the Company.

                  (b)  Subject  to  the  terms  and  conditions  stated  herein,
whenever the Company and any Agent  determine  that the Company shall sell Notes
directly to such Agent as a Purchaser,  each such sale of Notes shall be made in
accordance  with the terms of this  Agreement,  unless  otherwise  agreed by the
Company and such Agent, and any supplemental  agreement  relating thereto (which
may be an oral or written agreement) between the Company and the Purchaser. Each
such supplemental agreement (which shall be substantially in the form of Exhibit
B) is herein  referred to as a "Terms  Agreement."  Each Terms  Agreement  shall
describe  (whether  orally  or in  writing)  the  Notes to be  purchased  by the
Purchaser  pursuant  thereto,  and shall  specify the  principal  amount of such
Notes,  the maturity date of such Notes, the rate at which interest will be paid
on the Notes and the record dates for each payment of interest, the Closing Date
for the  purchase of such Notes,  the place of delivery of the Notes and payment
therefor,  the  method of  payment  and any  requirements  for the  delivery  of
opinions of counsel,  certificates from the Company or its officers, or a letter
from the Company's  independent public accountants as described in Section 6(b).
Such Terms  Agreement  shall also  specify  the  period of time  referred  to in
Section 4(m). The Purchaser's commitment to purchase Notes pursuant to any Terms
Agreement shall be deemed to have been made on the basis of the  representations
and warranties of the Company herein contained and shall be subject to the terms
and conditions herein set forth.

         Delivery of the certificates  for Notes sold to the Purchaser  pursuant
to any Terms  Agreement  shall be made as agreed to between  the Company and the
Purchaser as set forth in the  respective  Terms  Agreement,  not later than the
Closing Date set forth in such Terms Agreement,  against payment of funds to the
Company in the net amount due to the Company for such Notes by the method and in
the form set forth in the  Procedures  unless  otherwise  agreed to between  the
Company and the Purchaser in such Terms Agreement.

         Unless  otherwise  agreed to between the Company and the Purchaser in a
Terms  Agreement,  any Note sold to a Purchaser  (i) shall be  purchased by such
Purchaser  at a price  equal  to 100% of the  principal  amount  thereof  less a
percentage  equal to the  commission  applicable  to an agency sale of a Note of
identical  maturity and (ii) may be resold by such Agent at varying  prices from
time to time. In connection with any resale of Notes purchased,  a Purchaser may
use a selling or dealer  group and may reallow  any  portion of the  discount or
commission payable pursuant hereto to dealers or purchasers.

         3.       Offering and Sale of Notes.

                  Each Agent and the  Company  agree to perform  the  respective
duties and  obligations  specifically  provided to be  performed  by them in the
Procedures.

                  4.       Agreements.  The Company agrees with you that:

                  (a) Prior to the termination of the offering of the Notes, the
Company will not file any amendment to the Registration  Statement or supplement
to the  Prospectus  (except  (i)  periodic  or current  reports  filed under the
Exchange  Act or (ii) a supplement  relating to any offering of Notes  providing
solely for the  specification  of or a change in the  maturity  dates,  interest
rates,  issuance  prices or other  similar  terms of any Notes).  Subject to the
foregoing sentence,  the Company will cause each supplement to the Prospectus to
be filed with the Commission pursuant to the applicable paragraph of Rule 424(b)
within the time period prescribed and will provide evidence  satisfactory to you
of such  filing.  The  Company  will  promptly  advise  each of you (i) when the
Prospectus,  and  any  supplement  thereto,  shall  have  been  filed  with  the
Commission  pursuant to Rule 424(b),  (ii) when, prior to the termination of the
offering of the Notes,  any amendment of the  Registration  Statement shall have
been filed or become  effective,  (iii) of any request by the Commission for any
amendment of the  Registration  Statement or supplement to the Prospectus or for
any additional  information,  (iv) of the issuance by the Commission of any stop
order suspending the  effectiveness of the Registration  Statement,  or any part
thereof,  or the  institution or threatening of any proceeding for that purpose,
or if the Company has  knowledge  that any such  action is  contemplated  by the
Commission,  and (v) of the  receipt  by the  Company of any  notification  with
respect  to the  suspension  of the  qualification  of the Notes for sale in any
jurisdiction  or the  initiation  or  threatening  of any  proceeding  for  such
purpose.  The Company  will use its best  efforts to prevent the issuance of any
such stop order and,  if issued,  to obtain as soon as possible  the  withdrawal
thereof.

                  (b) If, at any time when a prospectus relating to the Notes is
required to be  delivered  under the Act,  any event occurs as a result of which
the  Prospectus as then  supplemented  would  include any untrue  statement of a
material  fact or  omit  to  state  any  material  fact  necessary  to make  the
statements  therein,  in the light of the  circumstances  under  which they were
made,  not  misleading,  or if it shall be necessary  to amend the  Registration
Statement or to supplement the Prospectus to comply with the Act or the Exchange
Act or the respective  rules  thereunder,  the Company  promptly will (i) notify
each of you to suspend  solicitation  of offers to purchase  Notes  (and,  if so
notified by the Company,  each of you shall forthwith  suspend such solicitation
and cease using the Prospectus as then supplemented), (ii) prepare and file with
the  Commission,  subject to the first sentence of paragraph (a) of this Section
4, an amendment or supplement  which will correct such  statement or omission or
effect such compliance and (iii) supply any  supplemented  Prospectus to each of
you in such  quantities  as you may  reasonably  request.  If such  amendment or
supplement, and any documents, certificates and opinions furnished to any of you
pursuant to paragraph (g) of this Section 4 in connection  with the  preparation
or filing of such  amendment or supplement are  satisfactory  in all respects to
you,  you  will,  upon the  filing  of such  amendment  or  supplement  with the
Commission  and upon  the  effectiveness  of an  amendment  to the  Registration
Statement,  if such an amendment is required,  resume your obligation to solicit
offers to purchase Notes hereunder.  Notwithstanding  the foregoing,  if, at the
time of any  notification to suspend  solicitations,  any Agent shall own any of
the Notes with the  intention of reselling  them, or the Company has accepted an
offer to  purchase  Notes  but the  related  settlement  has not  occurred,  the
Company,  subject to the  provisions  of subsection  (a) of this  Section,  will
promptly  prepare and file with the Commission an amendment or supplement  which
will correct such  statement or omission or an amendment  which will effect such
compliance.

                  (c) The Company,  during the period when a prospectus relating
to the Notes is required to be delivered  under the Act,  will file promptly all
documents  required to be filed with the  Commission  pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act and will furnish to each of you copies of
such documents.  In addition, on or prior to the date on which the Company makes
any  announcement  to the general public  concerning  earnings or concerning any
other event which is required to be described,  or which the Company proposes to
describe,  in a document  filed  pursuant to the Exchange  Act, the Company will
furnish to each of you the  information  contained  or to be  contained  in such
announcement.  The Company  also will furnish to each of you copies of all other
press  releases  or  announcements  to the  general  public.  The  Company  will
immediately  notify each of you of any downgrading in the rating of the Notes or
any other debt  securities  of the Company,  or any  proposal to  downgrade  the
rating  of the  Notes  or any  other  debt  securities  of the  Company,  by any
"nationally recognized statistical rating organization" (as defined for purposes
of Rule  436(g)  under  the  Act),  as soon as the  Company  learns  of any such
downgrading or proposal to downgrade.

                  (d) As soon as  practicable,  the Company will make  generally
available  to its security  holders and to each of you an earnings  statement or
statements of the Company and its subsidiaries which will satisfy the provisions
of Section 11(a) of the Act and Rule 158 under the Act.

                  (e) The Company will furnish to each of you and your  counsel,
without charge,  copies of the Registration  Statement (including all amendments
and exhibits  thereto) and, so long as delivery of a prospectus  may be required
by the Act, as many copies of the Prospectus  and any supplement  thereto as you
may reasonably request.

                  (f) The  Company  will  arrange for the  qualification  of the
Notes for sale under the laws of such jurisdictions as any of you may designate,
will  maintain  such  qualifications  in  effect  so  long as  required  for the
distribution  of the  Notes,  and  will  arrange  for the  determination  of the
legality of the Notes for purchase by institutional investors.

                  (g) The Company shall furnish to each of you such information,
documents,  certificates  of officers of the Company and opinions of counsel for
the Company relating to the business, operations and affairs of the Company, the
Registration   Statement,   the  Prospectus,   and  any  amendments  thereof  or
supplements  thereto, the Indenture,  the Notes, this Agreement,  the Procedures
and  the  performance  by  the  Company  and  you  of its  and  your  respective
obligations  hereunder and thereunder as any of you may from time to time and at
any time prior to the termination of this Agreement reasonably request.

                  (h) The Company shall, whether or not any sale of the Notes is
consummated, (i) pay all expenses incident to the performance of its obligations
under this Agreement,  including the fees and  disbursements  of its accountants
and  counsel,  the cost of  printing  or other  production  and  delivery of the
Registration Statement,  the Prospectus,  all amendments thereof and supplements
thereto,  the Indenture,  this Agreement and all other documents relating to the
offering, the cost of preparing,  printing,  packaging and delivering the Notes,
the fees and  disbursements,  including fees of counsel,  incurred in compliance
with Section 4(f), the fees and disbursements of the Trustee and the fees of any
agency that rates the Notes,  (ii)  reimburse each of you on a monthly basis for
all out-of-pocket  expenses (including without limitation advertising expenses),
if any,  incurred by you in  connection  with this  Agreement  and (iii) pay the
reasonable  fees and expenses of your counsel  incurred in connection  with this
Agreement.

                  (i) Each  acceptance  by the  Company of an offer to  purchase
Notes  will  be  deemed  to be  an  affirmation  that  its  representations  and
warranties  contained in this Agreement are true and correct at the time of such
acceptance,  as though  made at and as of such time,  and a  covenant  that such
representations  and warranties will be true and correct at the time of delivery
to the purchaser of the Notes relating to such acceptance, as though made at and
as of such  time  (it  being  understood  that  for  purposes  of the  foregoing
affirmation and covenant such representations and warranties shall relate to the
Registration  Statement and Prospectus as amended or  supplemented  at each such
time). Each such acceptance by the Company of an offer for the purchase of Notes
shall be  deemed  to  constitute  an  additional  representation,  warranty  and
agreement by the Company  that, as of the  settlement  date for the sale of such
Notes,  after giving effect to the issuance of such Notes, of any other Notes to
be issued on or prior to such settlement date and of any other  Securities to be
issued  and  sold by the  Company  on or  prior  to such  settlement  date,  the
aggregate amount of Securities  (including any Notes) which have been issued and
sold by the Company will not exceed the amount of Securities registered pursuant
to the Registration Statement.

                  (j)  Each  time  that  the   Registration   Statement  or  the
Prospectus is amended or supplemented  (other than by an amendment or supplement
relating to any offering of Securities  other than the Notes or providing solely
for the  specification of or a change in the maturity dates, the interest rates,
the issuance  prices or other similar terms of any Notes sold pursuant  hereto),
the  Company  will  deliver or cause to be  delivered  promptly to each of you a
certificate of the Company, signed by the Chairman of the Board or the President
and the principal financial or accounting officer of the Company, dated the date
of the  effectiveness  of  such  amendment  or the  date of the  filing  of such
supplement,  in form  reasonably  satisfactory  to you, of the same tenor as the
certificate  referred to in Section  5(e) but modified to relate to the last day
of the fiscal  quarter for which  financial  statements of the Company were last
filed with the Commission and to the  Registration  Statement and the Prospectus
as amended and  supplemented to the time of the  effectiveness of such amendment
or the filing of such supplement.

                  (k)  Each  time  that  the   Registration   Statement  or  the
Prospectus is amended or supplemented  (other than by an amendment or supplement
(i) relating to any offering of Securities other than the Notes,  (ii) providing
solely for the  specification of or a change in the maturity dates, the interest
rates,  the issuance  prices or other  similar  terms of any Notes sold pursuant
hereto or (iii) setting forth or incorporating by reference financial statements
or other  information  as of and for a fiscal  quarter,  unless,  in the case of
clause (iii) above,  in the  reasonable  judgment of any of you, such  financial
statements or other  information are of such a nature that an opinion of counsel
should  be  furnished),  the  Company  shall  furnish  or cause to be  furnished
promptly to each of you written opinions of counsel to the Company  satisfactory
to each of you,  dated the date of the  effectiveness  of such  amendment or the
date of the filing of such supplement,  in form  satisfactory to each of you, of
the  same  tenor  as the  opinions  referred  to in  Sections  5(b) and 5(c) but
modified to relate to the  Registration  Statement and the Prospectus as amended
and  supplemented  to the time of the  effectiveness  of such  amendment  or the
filing of such  supplement or, in lieu of such opinion,  counsel last furnishing
such an opinion to you may furnish  each of you with a letter to the effect that
you may rely on such last opinion to the same extent as though it were dated the
date of such letter  authorizing  reliance  (except that statements in such last
opinion  will  be  deemed  to  relate  to the  Registration  Statement  and  the
Prospectus as amended and supplemented to the time of the  effectiveness of such
amendment or the filing of such supplement).

                  (l)  Each  time  that  the   Registration   Statement  or  the
Prospectus  is  amended or  supplemented  to set forth  amended or  supplemental
financial   information,   the  Company  shall  cause  its  independent   public
accountants  promptly to furnish to each of you a letter,  dated the date of the
effectiveness of such amendment or the date of the filing of such supplement, in
form satisfactory to each of you, of the same tenor as the letter referred to in
Section  5(f) with such  changes as may be  necessary to reflect the amended and
supplemental  financial information included or incorporated by reference in the
Registration  Statement and the  Prospectus,  as amended or  supplemented to the
date of such letter;  provided,  however, that, if the Registration Statement or
the  Prospectus is amended or  supplemented  solely to include or incorporate by
reference  financial  information as of and for a fiscal quarter,  the Company's
independent public  accountants may limit the scope of such letter,  which shall
be satisfactory in form to each of you, to the unaudited  financial  statements,
the related  "Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations" and any other information of an accounting,  financial or
statistical  nature  included in such  amendment or supplement,  unless,  in the
reasonable judgment of any of you, such letter should cover other information or
changes in specified financial statement line items.

                  (m) During the period, if any, specified (whether orally or in
writing)  in any Terms  Agreement,  the  Company  shall not,  without  the prior
consent of the Purchaser  thereunder,  offer, sell, contract to sell or announce
the  proposed  issuance  of any debt  securities,  including  Notes,  with terms
substantially  similar  to the Notes  being  purchased  pursuant  to such  Terms
Agreement, other than borrowings under its revolving credit agreements and lines
of credit and issuances of its commercial paper.

         5.       Conditions to the Obligations of the Agents.

         The  obligation  of each Agent to solicit  offers to purchase the Notes
shall be subject to the accuracy of the  representations  and  warranties on the
part of the Company  contained herein as of the Execution Time, on the Effective
Date, when any supplement to the Prospectus is filed with the Commission,  as of
each Closing Date and on the date of each  solicitation,  to the accuracy of the
statements of the Company made in any  certificates  pursuant to the  provisions
hereof,  to the performance by the Company of its  obligations  hereunder and to
the following additional conditions:

                  (a) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any such supplement, shall
have been  filed in the  manner and  within  the time  period  required  by Rule
424(b);  and no stop order  suspending  the  effectiveness  of the  Registration
Statement,  or any part thereof,  shall have been issued and no proceedings  for
that purpose shall have been  instituted or threatened,  or, to the knowledge of
the Company or any Agent, be contemplated by the Commission.

                  (b) The Company shall have furnished to each Agent the opinion
of its General  Counsel or one of the Associate  General Counsel for the Company
designated by its General Counsel, dated the Execution Time, to the effect that:

                           (i) each of the Company and its Subsidiaries has been
                  duly  incorporated and is validly existing as a corporation in
                  good standing under the laws of the  jurisdiction  in which it
                  is  chartered  or  organized,  with full  corporate  power and
                  authority  to own its  properties  and conduct its business as
                  described  in the  Prospectus,  and is  duly  qualified  to do
                  business  as a  foreign  corporation  and is in good  standing
                  under  the  laws  of each  jurisdiction  which  requires  such
                  qualification wherein it owns or leases material properties or
                  conducts material business;

                           (ii) all the  outstanding  shares of capital stock of
                  each  Subsidiary  have been duly and  validly  authorized  and
                  issued and are fully paid and  nonassessable,  and,  except as
                  otherwise set forth in the Prospectus,  all outstanding shares
                  of capital stock of the  Subsidiaries are owned by the Company
                  either directly or through wholly owned  subsidiaries free and
                  clear of any perfected security interest and, to the knowledge
                  of  such  counsel,  after  due  inquiry,  any  other  security
                  interests, claims, liens or encumbrances;

                           (iii) the Company's authorized equity  capitalization
                  is as set forth in the Registration  Statement;  and the Notes
                  conform to the description thereof contained in the Prospectus
                  (subject to the insertion in the Notes of the maturity  dates,
                  the interest  rates and other similar terms thereof which will
                  be described in supplements to the Prospectus as  contemplated
                  by the third sentence of Section 1(a) of this Agreement);

                           (iv) the Indenture has been duly authorized, executed
                  and  delivered,  has  been  duly  qualified  under  the  Trust
                  Indenture  Act,  and  constitutes  a legal,  valid and binding
                  instrument  enforceable against the Company in accordance with
                  its  terms  (subject,   as  to  enforcement  of  remedies,  to
                  applicable bankruptcy, reorganization,  insolvency, moratorium
                  or other laws affecting  creditors' rights generally from time
                  to time in  effect);  and the Notes have been duly  authorized
                  and, when executed and  authenticated  in accordance  with the
                  provisions of the Indenture and the  Procedures  and delivered
                  by the Trustee and paid for by the  purchasers  thereof,  will
                  constitute legal, valid and binding obligations of the Company
                  entitled to the  benefits  of the  Indenture  (subject,  as to
                  enforcement   of   remedies,    to   applicable    bankruptcy,
                  reorganization, insolvency, moratorium or other laws affecting
                  creditors' rights generally from time to time in effect which,
                  however,  do not make the remedies afforded inadequate for the
                  practical   realization  of  the  benefits   afforded  by  the
                  Indenture);

                           (v) the Company is a public utility  holding  company
                  within the meaning of the PUHC Act and is  registered  as such
                  under such Act; and the Company is not subject to registration
                  under the Investment Company Act;

                           (vi)  except for such  approvals  as may be  required
                  under the PUHC Act,  which have been  obtained  for the period
                  ending  February  11,  2003,  all  approvals  required  to  be
                  obtained  from  governmental  and  regulatory  authorities  in
                  connection  with the  issuance and sale of the Notes have been
                  obtained and are in full force and effect;

                           (vii) to the best knowledge of such counsel, there is
                  no pending or threatened action, suit or proceeding before any
                  court  or  governmental  agency,  authority  or  body  or  any
                  arbitrator  involving the Company or any of its  Subsidiaries,
                  of a character  required to be disclosed  in the  Registration
                  Statement which is not adequately disclosed in the Prospectus,
                  and there is no  franchise,  contract  or other  document of a
                  character   required  to  be  described  in  the  Registration
                  Statement or Prospectus,  or to be filed as an exhibit,  which
                  is not  described  or filed as  required;  and the  statements
                  included or  incorporated  in the  Prospectus  describing  any
                  legal proceedings or material contracts or agreements relating
                  to the Company fairly summarize such matters;

                           (viii)   the   Registration   Statement   has  become
                  effective   under  the  Act;  any   required   filing  of  the
                  Prospectus,  and any  supplements  thereto,  pursuant  to Rule
                  424(b) has been made in the manner and within the time  period
                  required  by  Rule  424(b);  to the  best  knowledge  of  such
                  counsel,  no stop order  suspending the  effectiveness  of the
                  Registration  Statement has been issued,  no  proceedings  for
                  that  purpose  have been  instituted  or  threatened,  and the
                  Registration  Statement  and the  Prospectus  (except  that no
                  opinion need be expressed as to the financial  statements  and
                  other financial and statistical  information contained therein
                  or the Trustee's  Statement of Eligibility on Form T-1) comply
                  as to  form  in all  material  respects  with  the  applicable
                  requirements   of  the  Act  and  the  Exchange  Act  and  the
                  respective rules thereunder; and such counsel has no reason to
                  believe that the Registration  Statement at the Execution Time
                  contained  any untrue  statement of a material fact or omitted
                  to state any material  fact  required to be stated  therein or
                  necessary to make the  statements  therein not  misleading  or
                  that  the  Prospectus  includes  any  untrue  statement  of  a
                  material fact or omits to state a material  fact  necessary to
                  make the statements therein, in the light of the circumstances
                  under which they were made,  not  misleading  (except  that no
                  opinion need be expressed as to the financial  statements  and
                  other  financial  and  statistical  information  contained  or
                  incorporated  by  reference  therein  or  to  any  information
                  relating to the book-entry system of payments and transfers of
                  the  Notes or the  depository  therefor  set  forth  under the
                  captions  "Book Entry  System" in the  Prospectus or as to the
                  Trustee's Statement of Eligibility on Form T-1);

                           (ix)     this Agreement has been duly authorized,
                  executed and delivered by the Company;

                           (x)  except  for such  approvals  as may be  required
                  under the PUHC Act,  which have been  obtained  for the period
                  ending February 11, 2003, no consent, approval,  authorization
                  or  order  of any  court  or  governmental  agency  or body is
                  required for the consummation of the transactions contemplated
                  herein  except  such as have been  obtained  under the Act and
                  such  as may be  required  under  the  blue  sky  laws  of any
                  jurisdiction  in  connection  with  the  sale of the  Notes as
                  contemplated  by  this  Agreement  and  such  other  approvals
                  (specified in such opinion) as have been obtained;

                           (xi)  neither  the  execution  and  delivery  of  the
                  Indenture,   the  issue  and  sale  of  the  Notes,   nor  the
                  consummation   of  any  other  of  the   transactions   herein
                  contemplated  nor the  fulfillment  of the terms  hereof  will
                  conflict  with,  result  in  a  breach  or  violation  of,  or
                  constitute a default  under,  any law or the charter or bylaws
                  of  the  Company  or  the  terms  of any  indenture  or  other
                  agreement or instrument known to such counsel and to which the
                  Company or any of its subsidiaries is a party or bound, or any
                  judgment, order, decree or regulation known to such counsel to
                  be applicable to the Company or any of its subsidiaries of any
                  court,  regulatory body,  administrative agency,  governmental
                  body or arbitrator having jurisdiction over the Company or any
                  of its subsidiaries; and

                           (xii) no holders of  securities  of the Company  have
                  rights  to the  registration  of  such  securities  under  the
                  Registration Statement.

In rendering  such opinion,  such counsel may rely as to matters of fact, to the
extent deemed proper, on certificates of responsible officers of the Company and
public  officials  and may  assume  that the  laws of the  State of New York are
identical  to the  laws  of the  State  of  South  Carolina.  References  to the
Prospectus  in this  paragraph (b) include any  supplements  thereto at the date
such opinion is rendered.

                  (c) The Company shall have furnished to each Agent the opinion
of McNair Law Firm, P.A., counsel for the Company,  dated the Execution Time, to
the effect that:


(i)               each  of the  Company  and  its  Subsidiaries  has  been  duly
                  incorporated  and is validly existing as a corporation in good
                  standing  under  the laws of the  jurisdiction  in which it is
                  chartered  or  organized,   with  full  corporate   power  and
                  authority  to own its  properties  and conduct its business as
                  described in the Prospectus;

(ii)              the Company's authorized equity capitalization is as set forth
                  in the  Registration  Statement;  and the Notes conform to the
                  description  thereof  contained in the Prospectus  (subject to
                  the insertion in the Notes of the maturity dates, the interest
                  rates and other  similar terms thereof which will be described
                  in supplements to the Prospectus as  contemplated by the third
                  sentence of Section 1(a) of this Agreement);

     (iii)the Indenture has been duly  authorized,  executed and delivered,  has
          been duly qualified  under the Trust  Indenture Act, and constitutes a
          legal, valid and binding instrument enforceable against the Company in
          accordance with its terms (subject,  as to enforcement of remedies, to
          applicable bankruptcy, reorganization, insolvency, moratorium or other
          laws  effecting  creditors'  rights  generally  from  time  to time in
          effect);  and the Notes have been duly  authorized  and, when executed
          and  authenticated  in accordance with the provisions of the Indenture
          and the  Procedures  and  delivered by the Trustee and paid for by the
          purchasers   thereof,   will  constitute  legal,   valid  and  binding
          obligations of the Company entitled to the benefits of the Indenture;

     (iv) the  Registration  Statement has become  effective  under the Act; any
          required  filing  of the  Prospectus,  and  any  supplements  thereto,
          pursuant  to Rule  424(b)  has been made in the  manner and within the
          time period  required by Rule  424(b);  to the best  knowledge of such
          counsel,   no  stop  order   suspending  the   effectiveness   of  the
          Registration  Statement  has  been  issued,  no  proceedings  for that
          purpose  have been  instituted  or  threatened,  and the  Registration
          Statement and the Prospectus (except that no opinion need be expressed
          as to the financial  statements  and other  financial and  statistical
          information   contained   therein  or  the   Trustee's   Statement  of
          Eligibility  on Form T-1) comply as to form in all  material  respects
          with the applicable  requirements  of the Act and the Exchange Act and
          the  respective  rules  thereunder;  and such counsel has no reason to
          believe  that  the  Registration   Statement  at  the  Execution  Time
          contained any untrue  statement of a material fact or omitted to state
          any material fact  required to be stated  therein or necessary to make
          the statements therein not misleading or that the Prospectus  includes
          any untrue  statement of a material  fact or omits to state a material
          fact  necessary to make the  statements  therein,  in the light of the
          circumstances  under which they were made, not misleading (except that
          no opinion need be expressed as to the financial  statements and other
          financial and  statistical  information  contained or  incorporated by
          reference  therein or to any  information  relating to the  book-entry
          system  of  payments  and  transfers  of the  Notes or the  depository
          therefor  set forth  under the  caption  "Book  Entry  System"  in the
          Prospectus or as to the  Trustee's  Statement of  Eligibility  on Form
          T-1);

(v)               the Company is a public  utility  holding  company  within the
                  meaning of the PUHC Act and is  registered  as such under such
                  Act; and the Company is not subject to registration  under the
                  Investment Company Act;

(vi)              except for such  approvals  as may be required  under the PUHC
                  Act,  which have been obtained for the period ending  February
                  11,  2003,   all  approvals   required  to  be  obtained  from
                  governmental and regulatory authorities in connection with the
                  issuance  and sale of the Notes have been  obtained and are in
                  full force and effect;

(vii)    this Agreement has been duly authorized, executed and delivered by the
         Company; and

     (viii) neither the execution and delivery of the  Indenture,  the issue and
          sale  of  the  Notes,  nor  the  consummation  of  any  other  of  the
          transactions  herein  contemplated  nor the  fulfillment  of the terms
          hereof will  conflict  with,  result in a breach or  violation  of, or
          constitute  a default  under,  any law or the charter or bylaws of the
          Company or the terms of any indenture or other agreement or instrument
          known  to  such  counsel  and  to  which  the  Company  or  any of its
          subsidiaries  is a party or bound, or any judgment,  order,  decree or
          regulation  known to such counsel to be  applicable  to the Company or
          any of its subsidiaries of any court, regulatory body,  administrative
          agency,  governmental body or arbitrator having  jurisdiction over the
          Company or any of its subsidiaries.

In rendering  such opinion,  such counsel may rely as to matters of fact, to the
extent deemed proper, on certificates of responsible officers of the Company and
public  officials  and may  assume  that the  laws of the  State of New York are
identical  to the  laws  of the  State  of  South  Carolina.  References  to the
Prospectus  in this  paragraph (c) include any  supplements  thereto at the date
such opinion is rendered.

                  (d) Each Agent shall have  received  from Thelen Reid & Priest
LLP, New York, New York, counsel for the Agents, such opinion or opinions, dated
the  Execution  Time,  with respect to the  issuance and sale of the Notes,  the
Indenture,  the  Registration  Statement,  the  Prospectus  (together  with  any
supplement  thereto)  and other  related  matters as the  Agents may  reasonably
require,  and the Company shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass upon such matters.

                  (e)  The  Company  shall  have   furnished  to  each  Agent  a
certificate of the Company, signed by the Chairman of the Board or the President
and the  principal  financial or  accounting  officer of the Company,  dated the
Execution  Time,  to the  effect  that  the  signers  of such  certificate  have
carefully examined the Registration Statement, the Prospectus, any supplement to
the Prospectus and this Agreement and that:

                           (i) the representations and warranties of the Company
                  in  this  Agreement  are  true  and  correct  in all  material
                  respects  upon and as of the date  hereof with the same effect
                  as if made on the date  hereof and the  Company  has  complied
                  with all the  agreements  and satisfied all the  conditions on
                  its part to be  performed  or  satisfied as a condition to the
                  obligation  of the Agents to solicit  offers to  purchase  the
                  Notes;

                           (ii) no stop order  suspending the  effectiveness  of
                  the Registration  Statement has been issued and no proceedings
                  for that purpose  have been  instituted  or, to the  Company's
                  knowledge, threatened; and

                           (iii)  since  the date of the most  recent  financial
                  statements  included  in  the  Prospectus  (exclusive  of  any
                  supplement  thereto dated after the Execution Time), there has
                  been no material adverse change in the condition (financial or
                  other),  earnings,  business or  properties of the Company and
                  its subsidiaries,  whether or not arising from transactions in
                  the  ordinary  course of  business,  except as set forth in or
                  contemplated  in the  Prospectus  (exclusive of any supplement
                  thereto dated after the Execution Time).

                  (f) At the  Execution  Time,  Deloitte & Touche LLP shall have
furnished  to each  Agent a letter  or  letters  (which  may  refer  to  letters
previously delivered to the Agents), dated as of the Execution Time, in form and
substance  satisfactory  to the  Agents,  confirming  that they are  independent
accountants  within  the  meaning  of the  Act  and  the  Exchange  Act  and the
respective applicable published rules and regulations  thereunder and stating in
effect that:

                           (i)  in   their   opinion   the   audited   financial
                  statements,   financial  statement  schedules  and  pro  forma
                  financial statements,  if any, included or incorporated in the
                  Registration  Statement and the  Prospectus and reported on by
                  them  comply  in  form  in  all  material  respects  with  the
                  applicable accounting requirements of the Act and the Exchange
                  Act and the related published rules and regulations;

                           (ii)  on  the  basis  of  a  reading  of  the  latest
                  unaudited  consolidated financial statements made available by
                  the Company;  carrying out certain  specified  procedures (but
                  not an  examination  in  accordance  with  generally  accepted
                  auditing standards) which would not necessarily reveal matters
                  of significance with respect to the comments set forth in such
                  letter;  a  reading  of the  minutes  of the  meetings  of the
                  stockholders, directors and executive committee of the Company
                  and the  Subsidiaries;  and inquiries of certain  officials of
                  the  Company  who  have   responsibility   for  financial  and
                  accounting  matters of the Company and its  subsidiaries as to
                  transactions  and  events  subsequent  to the date of the most
                  recent audited financial  statements  included or incorporated
                  in the  Prospectus,  nothing  came to  their  attention  which
                  caused them to believe that:

                                    (1)  any  unaudited  consolidated  financial
                           statements    included   or   incorporated   in   the
                           Registration  Statement  and  the  Prospectus  do not
                           comply  in  form  in  all  material   respects   with
                           applicable  accounting   requirements  and  with  the
                           published  rules and  regulations  of the  Commission
                           with  respect to  financial  statements  included  or
                           incorporated in quarterly  reports on Form 10-Q under
                           the  Exchange  Act;  and  said  unaudited   financial
                           statements  are  not  in  conformity  with  generally
                           accepted  accounting  principles  applied  on a basis
                           substantially  consistent  with  that of the  audited
                           financial  statements included or incorporated in the
                           Registration Statement and the Prospectus;

                                    (2) with respect to the period subsequent to
                           the date of the most  recent  consolidated  financial
                           statements  (other  than  any  capsule  information),
                           audited or unaudited, in or incorporated by reference
                           in the  Registration  Statement  and the  Prospectus,
                           there were any changes,  at a specified date not more
                           than  five  business  days  prior  to the date of the
                           letter,  in the  long-term  debt,  common  equity  or
                           preferred  stock (not  subject to purchase or sinking
                           funds)  of  the  Company  and  its  subsidiaries,  or
                           decreases  in  the  stockholders'  investment  of the
                           Company and its  subsidiaries,  as compared  with the
                           amounts shown on the most recent consolidated balance
                           sheet included or  incorporated  in the  Registration
                           Statement and the Prospectus,  or for the period from
                           the  date of the  most  recent  financial  statements
                           included   or   incorporated   in  the   Registration
                           Statement and the  Prospectus to such  specified date
                           there  were  any  decreases,  as  compared  with  the
                           corresponding   period  in  the  preceding   year  in
                           operating  revenues  or  operating  income  or income
                           before  interest  charges  or in total  or per  share
                           amounts  of  net  income  of  the   Company  and  its
                           subsidiaries,  except in all instances for changes or
                           decreases set forth in such letter, in which case the
                           letter shall be  accompanied by an explanation by the
                           Company as to the  significance  thereof  unless said
                           explanation is not deemed necessary by the Agents; or

                                    (3) the amounts  included  under the caption
                           "Summary   Consolidated   Financial   and   Operating
                           Information" in the  Prospectus,  were not determined
                           on a basis substantially  consistent with that of the
                           corresponding   amounts  in  the  audited   financial
                           statements    included   or   incorporated   in   the
                           Registration Statement and the Prospectus;

                           (iii) they have  performed  certain  other  specified
                  procedures as a result of which they  determined  that certain
                  information of an accounting,  financial or statistical nature
                  (which is  limited to  accounting,  financial  or  statistical
                  information derived from the general accounting records of the
                  Company and its  subsidiaries)  set forth in the  Registration
                  Statement  and  the  Prospectus,   including  certain  of  the
                  information  included or incorporated in Items 1, 6, 7, 10 and
                  11 of the Company's  Annual Report on Form 10-K,  incorporated
                  in the Registration  Statement and the Prospectus,  certain of
                  the information  included in the "Management's  Discussion and
                  Analysis of  Financial  Condition  and Results of  Operations"
                  included or incorporated in the Company's Quarterly Reports on
                  Form 10-Q,  incorporated in the Registration Statement and the
                  Prospectus,  and the  information  included in the  Prospectus
                  under the  captions  "Ratio of Earnings to Fixed  Charges" and
                  "Summary  Consolidated  Financial and Operating  Information,"
                  agrees  with the  accounting  records of the  Company  and its
                  subsidiaries, excluding any questions of legal interpretation;
                  and

                           (iv) if unaudited pro forma financial  statements are
                  included or incorporated in the Registration Statement and the
                  Prospectus,  on the basis of a reading  of the  unaudited  pro
                  forma  financial  statements,  carrying out certain  specified
                  procedures,  inquiries of certain officials of the Company and
                  its subsidiaries  (including any entity which is acquired,  by
                  merger or otherwise,  after the Execution  Time, and including
                  any entity which is the subject of any contract to acquire, by
                  merger or otherwise, on the date of such financial statements)
                  who have  responsibility for financial and accounting matters,
                  and proving the arithmetic  accuracy of the application of the
                  pro forma  adjustments  to the  historical  amounts in the pro
                  forma  financial  statements,  nothing came to their attention
                  which  caused  them to  believe  that the pro forma  financial
                  statements do not comply in form in all material respects with
                  the  applicable  accounting  requirements  of  Rule  11-02  of
                  Regulation S-X or that the pro forma adjustments have not been
                  properly applied to the historical  amounts in the compilation
                  of such statements.

         References  to  the  Prospectus  in  this  paragraph  (f)  include  any
supplement thereto at the date of the letter.

                  (g)  Prior to the  Execution  Time,  the  Company  shall  have
furnished  to each  Agent such  further  information,  documents,  certificates,
letters from  accountants  and opinions of counsel as the Agents may  reasonably
request.

         If any of the  conditions  specified  in this  Section 5 shall not have
been fulfilled in all material  respects when and as provided in this Agreement,
or if any of the opinions and certificates  mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably  satisfactory in form
and  substance  to  such  Agents  and  their  counsel,  this  Agreement  and all
obligations  of any Agent  hereunder  may be canceled at any time by the Agents.
Notice of such  cancellation  shall be given to the  Company  in  writing  or by
telephone or telegraph confirmed in writing.

         The  documents  required  to be  delivered  by this  Section 5 shall be
delivered at the office of McNair Law Firm, P.A., counsel for the Company,  1301
Gervais Street, Suite 1700, Columbia, South Carolina 29206, at the Execution
Time.

         6.        Conditions to the Obligations of the Purchaser.

         The  obligations of the Purchaser to purchase any Notes will be subject
to the accuracy of the representations and warranties on the part of the Company
herein as of the date of any related Terms  Agreement and as of the Closing Date
for  such  Notes,  to the  performance  and  observance  by the  Company  of all
covenants  and  agreements  herein  contained  on its part to be  performed  and
observed and to the following additional conditions precedent:

                  (a)  No  stop  order  suspending  the   effectiveness  of  the
Registration  Statement  or any part  thereof  shall  have  been  issued  and no
proceedings  for that purpose shall have been  instituted or threatened,  or, to
the knowledge of the Company or any Agent, be contemplated by the Commission.

                  (b) If specified by any related Terms  Agreement and except to
the extent modified by such Terms Agreement,  the Purchaser shall have received,
appropriately updated, (i) a certificate of the Company, dated as of the Closing
Date,  to the effect set forth in Section 5(e) (except  that  references  to the
Prospectus  shall be to the Prospectus as  supplemented at the time of execution
of the  Terms  Agreement),  (ii)  the  opinion  of the  General  Counsel,  or an
Associate  General  Counsel for the Company  designated by the General  Counsel,
dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the
opinion of McNair  Law Firm,  P.A.,  counsel  for the  Company,  dated as of the
Closing  Date,  to the  effect set forth in Section  5(c),  (iv) the  opinion of
Thelen Reid & Priest LLP,  counsel  for the  Purchaser,  dated as of the Closing
Date,  to the effect set forth in Section  5(d),  and (v) a letter of Deloitte &
Touche LLP,  independent  accountants  for the Company,  dated as of the Closing
Date, to the effect set forth in Section 5(f).

                  (c)  Prior  to  the  Closing  Date,  the  Company  shall  have
furnished to the Purchaser such further information,  certificates and documents
as the Purchaser may reasonably request.

         If any of the  conditions  specified  in this  Section 6 shall not have
been  fulfilled in all material  respects when and as provided in this Agreement
and any Terms Agreement,  or if any of the opinions and  certificates  mentioned
above or elsewhere in this Agreement or such Terms Agreement shall not be in all
material respects reasonably satisfactory in form and substance to the Purchaser
and its counsel,  such Terms  Agreement  and all  obligations  of the  Purchaser
thereunder and with respect to the Notes subject  thereto may be canceled at, or
at any time prior to, the respective  Closing Date by the  Purchaser.  Notice of
such  cancellation  shall be given to the Company in writing or by  telephone or
telegraph confirmed in writing.

         7.       Right of Person Who Agreed to Purchase to Refuse to Purchase.

                  (a) The  Company  agrees  that any  person  who has  agreed to
purchase  and pay  for any  Note,  including  a  Purchaser  and any  person  who
purchases pursuant to a solicitation by any of the Agents,  shall have the right
to refuse to purchase such Note if, at the Closing Date therefor,  any condition
set  forth in  Section 5 or 6, as  applicable,  shall  not be  satisfied  in all
material respects.

                  (b) The  Company  agrees  that any  person  who has  agreed to
purchase and pay for any Note  pursuant to a  solicitation  by any of the Agents
shall  have the right to  refuse to  purchase  such Note if,  subsequent  to the
agreement to purchase such Note, any change,  condition or development specified
in any of the Sections 9 (b) (i) through (v) shall have occurred (without regard
to any judgment of a Purchaser  required therein) the effect of which is, in the
judgment  of the Agent  which  presented  the offer to  purchase  such Note,  so
material and adverse as to make it  impractical  or  inadvisable to proceed with
the delivery of such Note (it being understood that under no circumstance  shall
any such Agent have any duty or obligation to exercise the judgment permitted to
be exercised under this Section 7(b) and Section 9(b)).

         8.       Indemnification and Contribution.

                  (a) The Company  agrees to indemnify and hold harmless each of
you,  the  directors,  officers,  employees  and  agents of each of you and each
person who  controls  each of you  within  the  meaning of either the Act or the
Exchange Act against any and all losses, claims,  damages or liabilities,  joint
or several,  to which you,  they or any of you or them may become  subject under
the Act, the Exchange Act or other federal or state statutory law or regulation,
at  common  law or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration  Statement for the registration of the Notes as originally filed or
in any amendment thereof, or in the Prospectus or any preliminary Prospectus, or
in any  amendment  thereof or supplement  thereto,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and  agrees  to  reimburse  each such  indemnified  party for any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending  any such loss,  claim,  damage,  liability  or action,  as  incurred;
provided,  however,  that (i) the Company will not be liable in any such case to
the extent that any such loss,  claim,  damage or liability  arises out of or is
based upon any such untrue  statement or alleged untrue statement or omission or
alleged  omission made therein in reliance  upon and in conformity  with written
information  furnished  to the  Company  by any of you  specifically  for use in
connection with the preparation thereof, and (ii) such indemnity with respect to
the Prospectus or any preliminary  Prospectus  shall not inure to the benefit of
any of you (or any person controlling any of you) from whom the person asserting
any such loss,  claim,  damage or  liability  purchased  the Notes which are the
subject  thereof if such person did not receive a copy of the Prospectus (or the
Prospectus  as  supplemented)   excluding  documents   incorporated  therein  by
reference  at or prior  to the  confirmation  of the sale of such  Notes to such
person in any case where such  delivery  is  required  by the Act and the untrue
statement  or omission of a material  fact  contained in the  Prospectus  or any
preliminary  Prospectus  was corrected in the  Prospectus  (or the Prospectus as
supplemented).  This  indemnity  agreement  will be in addition to any liability
which the Company may otherwise have.

                  (b) Each of you  agrees to  indemnify  and hold  harmless  the
Company, each of its directors,  each of its officers who signs the Registration
Statement and each person who controls the Company  within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing  indemnity from
the Company to you, but only with reference to written  information  relating to
such of you furnished to the Company by such of you  specifically for use in the
preparation  of the  documents  referred  to in the  foregoing  indemnity.  This
indemnity agreement will be in addition to any liability which you may otherwise
have.  The Company  acknowledges  that the statements set forth in the third and
fourth  paragraphs  under the heading "Plan of  Distribution" in the Prospectus,
constitute the only information furnished in writing by any of you for inclusion
in the documents  referred to in the foregoing  indemnity,  and you confirm that
such statements are correct.

                  (c) Promptly after receipt by an indemnified  party under this
Section 8 of notice of the commencement of any action,  such  indemnified  party
will, if a claim in respect thereof is to be made against the indemnifying party
under  this  Section  8,  notify  the  indemnifying  party  in  writing  of  the
commencement  thereof; but the omission so to notify the indemnifying party will
not relieve it from any  liability  which it may have to any  indemnified  party
otherwise than under this Section 8. In case any such action is brought  against
any  indemnified   party,  and  it  notifies  the  indemnifying   party  of  the
commencement  thereof,  the  indemnifying  party will be entitled to participate
therein,  and to the extent that it may elect by written notice delivered to the
indemnified  party  promptly  after  receiving  the  aforesaid  notice from such
indemnified party, to assume the defense thereof,  with counsel  satisfactory to
such indemnified party;  provided,  however,  that if the defendants in any such
action include both the  indemnified  party and the  indemnifying  party and the
indemnified  party  shall  have  reasonably  concluded  that  there may be legal
defenses  available to it and/or other  indemnified  parties which are different
from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate  counsel to assert such
legal  defenses  and to otherwise  participate  in the defense of such action on
behalf of such  indemnified  party or parties.  Upon  receipt of notice from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense of such action and  approval by the  indemnified  party of counsel,  the
indemnifying  party  will not be liable to such  indemnified  party  under  this
Section  8 for  any  legal  or  other  expenses  subsequently  incurred  by such
indemnified  party  in  connection  with  the  defense  thereof  unless  (i) the
indemnified  party shall have employed  separate  counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the  expenses of more than one separate  counsel,  approved by you in
the case of  paragraph  (a) of this  Section  8,  representing  the  indemnified
parties  under such  paragraph  (a) who are  parties to such  action),  (ii) the
indemnifying  party  shall  not  have  employed  counsel   satisfactory  to  the
indemnified  party to represent the  indemnified  party within a reasonable time
after notice of commencement of the action or (iii) the  indemnifying  party has
authorized the employment of counsel for the indemnified party at the expense of
the  indemnifying  party; and except that, if clause (i) or (iii) is applicable,
such  liability  shall be only in respect  of the  counsel  referred  to in such
clause (i) or (iii).

                  (d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 8 is due in  accordance  with its terms but is for any reason  held by a
court to be unavailable from the Company on grounds of policy or otherwise,  the
Company  and each of you  shall  contribute  to the  aggregate  losses,  claims,
damages and liabilities  (including legal or other expenses  reasonably incurred
in connection with investigating or defending same) to which the Company and any
of you may be subject in such  proportion so that each of you is responsible for
that  portion  represented  by the  percentage  that the  aggregate  commissions
received by such of you pursuant to Section 2 in connection  with the Notes from
which such losses,  claims,  damages and  liabilities  arise (or, in the case of
Notes sold pursuant to a Terms Agreement,  the aggregate  commissions that would
have been received by such of you if such  commissions had been payable),  bears
to the  aggregate  principal  amount  of such  Notes  sold  and the  Company  is
responsible for the balance; provided, however, that (y) in no case shall any of
you be responsible for any amount in excess of the commissions  received by such
of you in connection with the Notes from which such losses,  claims, damages and
liabilities  arise (or, in the case of Notes sold pursuant to a Terms Agreement,
the aggregate  commissions  that would have been received by such of you if such
commissions   had  been   payable)  and  (z)  no  person  guilty  of  fraudulent
misrepresentation  (within  the  meaning of  Section  11(f) of the Act) shall be
entitled to  contribution  from any person who was not guilty of such fraudulent
misrepresentation.  For purposes of this Section 8, each person who controls any
of you within the meaning of the Act shall have the same rights to  contribution
as you and each person who controls the Company within the meaning of either the
Act or the Exchange  Act,  each officer of the Company who shall have signed the
Registration  Statement  and each  director of the  Company  shall have the same
rights to  contribution  as the  Company,  subject in each case to clause (z) of
this  paragraph  (d). Any party entitled to  contribution  will,  promptly after
receipt of notice of commencement of any action, suit or proceeding against such
party in respect of which a claim for  contribution  may be made against another
party or parties  under this  paragraph  (d),  notify such party or parties from
whom  contribution  may be sought,  but the  omission to so notify such party or
parties  shall not relieve the party or parties  from whom  contribution  may be
sought from any other obligation it or they may have hereunder or otherwise than
under this paragraph (d).

         9.       Termination.

         This Agreement will continue in effect until  terminated as provided in
this  Section  9. In the  event of such  termination,  no party  shall  have any
liability to the other party hereto,  except as provided in the fourth and sixth
paragraphs of Section 2(a), and in Sections 4(h), 8 and 10.

                  (a) This  Agreement may be terminated by either the Company as
to any of you or by any of you insofar as this Agreement relates to such of you,
by giving written notice of such  termination to such of you or the Company,  as
the case may be. This  Agreement  shall so terminate at the close of business on
the first business day following the receipt of such notice by the party to whom
such notice is given.

                  (b) Each Terms  Agreement  (whether oral or written)  shall be
subject to  termination in the absolute  discretion of the Purchaser,  by notice
given  to the  Company  prior  to  delivery  of any  payment  for any Note to be
purchased  thereunder,  if prior to such time (i)  there  shall  have  occurred,
subsequent  to  the  agreement  to  purchase  such  Note,  any  change,  or  any
development  involving a  prospective  change,  in or affecting  the business or
properties  of the Company and its  subsidiaries  the effect of which is, in the
judgment of the Purchaser,  so material and adverse as to make it impractical or
inadvisable  to proceed  with the  delivery of such Note,  (ii) there shall have
been,  subsequent to the  agreement to purchase  such Note,  any decrease in the
rating of any of the Company's  debt  securities by any  "nationally  recognized
statistical  rating  organization" (as defined for purposes of Rule 436(g) under
the Act) or any notice given of any  intended or potential  decrease in any such
rating or of a possible  change in any such  rating that does not  indicate  the
direction of the possible  change,  (iii) trading in the Company's  Common Stock
shall have been  suspended by the  Commission or the New York Stock  Exchange or
trading in securities  generally on the New York Stock  Exchange shall have been
suspended  or limited  or minimum  prices  shall have been  established  on such
Exchange,  (iv) a banking  moratorium shall have been declared either by federal
or New York state authorities,  or (v) there shall have occurred any outbreak or
escalation  of  hostilities,  declaration  by the  United  States of a  national
emergency  or war or other  calamity or crisis the effect of which on  financial
markets is such as to make it, in the judgment of the  Purchaser,  impracticable
or  inadvisable  to  proceed  with the  offering  or  delivery  of such Notes as
contemplated by the Prospectus (exclusive of any supplement thereto.)

         10.      Representations and Indemnities to Survive.

         The respective agreements, representations, warranties, indemnities and
other  statements of the Company or its officers and of you set forth in or made
pursuant to this Agreement  will remain in full force and effect,  regardless of
any  investigation  made by or on  behalf  of you or the  Company  or any of the
officers,  directors or controlling persons referred to in Section 8 hereof, and
will survive delivery of and payment for the Notes. The provisions of the fourth
and sixth  paragraphs  of Section  2(a) and of Sections  4(h) and 8 hereof shall
survive the termination or  cancellation  of this  Agreement.  The provisions of
this Agreement (including without limitation Section 7 hereof) applicable to any
purchase  of a Note for  which an  agreement  to  purchase  exists  prior to the
termination hereof shall survive any termination of this Agreement.

         11.      Notices.

          All communications  hereunder will be in writing and effective only on
receipt,  and, if sent to any of you, will be mailed,  delivered,  telecopied or
telegraphed and confirmed to such of you, at the address specified in Schedule I
hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at 1426 Main Street,  Columbia,  South Carolina 29201, attention
of the General Counsel.

         12.      Successors.

         This  Agreement  will inure to the  benefit of and be binding  upon the
parties hereto and their respective successors,  directors, officers, employees,
agents and controlling  persons and controlling persons referred to in Section 8
hereof,  and, to the extent  provided in Section 7, any person who has agreed to
purchase Notes, and no other person will have any right or obligation hereunder.

         13.      Applicable Law.

         This Agreement will be governed by and construed in accordance with the
laws of the State of New York.



<PAGE>


         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance  shall  represent a binding  agreement among the
Company and you.
                                                     Very truly yours,
                                                     SCANA Corporation

                                                     By:

                                                     Its:

The foregoing Agreement is
hereby confirmed and accepted as of the date hereof.

 UBS Warburg LLC

By:
         Its:

Credit Suisse First Boston Corporation

By:
         Its:

Banc of America Securities LLC

By:
      Its:



<PAGE>


                                      A-28
                                                 EXHIBIT A



                                      SCANA
                                   CORPORATION

                   Medium-Term Note Administrative Procedures

                                                               , 2000

                  The  Medium-Term  Notes,  Due from Nine Months to Thirty Years
from  Date of Issue in an  aggregate  principal  amount of  $1,000,000,000  (the
"Notes") of SCANA  Corporation (the "Company") are to be offered on a continuing
basis.  UBS Warburg LLC,  Credit  Suisse First  Boston  Corporation  and Banc of
America  Securities  LLC,  as agents  (each an  "Agent,"  and  collectively  the
"Agents"),  have agreed to solicit purchases of Notes issued in fully registered
form.  The Agents will not be obligated to purchase Notes for their own account.
The Notes are being sold  pursuant  to a Selling  Agency  Agreement  between the
Company and the Agents dated the date hereof (the "Agency Agreement"). The Notes
will rank pari passu with all other  unsecured  and  unsubordinated  debt of the
Company and have been  registered  with the Securities  and Exchange  Commission
(the  "Commission").  The Notes will be issued under the  Indenture  dated as of
November  1, 1989 (the  "Indenture"),  between  the  Company and The Bank of New
York, as trustee (the "Trustee").

                  The Agency Agreement provides that Notes may also be purchased
by an Agent  acting  solely as principal  and not as agent.  In the event of any
such purchase,  the functions of both the Agent and the  beneficial  owner under
the  administrative  procedures set forth below shall be performed by such Agent
acting solely as principal,  unless  otherwise agreed to between the Company and
such Agent acting as principal.

                  Each Note will be represented by either a Global  Security (as
defined hereinafter) delivered to the Trustee, as agent for The Depository Trust
Company  ("DTC"),  and recorded in the  book-entry  system  maintained by DTC (a
"Book-Entry Note") or a certificate  delivered to the Holder thereof or a Person
designated by such Holder (a "Certificated  Note").  Only Notes  denominated and
payable  in U.S.  dollars  may be  issued  as  Book-Entry  Notes.  An owner of a
beneficial  interest  in a  Book-Entry  Note will not be  entitled  to receive a
certificate representing such Note.

                  The procedures to be followed  during,  and the specific terms
of, the solicitation of orders by the Agents and the sale as a result thereof by
the   Company   are   explained   below.   Administrative   and   record-keeping
responsibilities will be handled for the Company by its Treasury Department. The
Company  will  advise  the Agents  and the  Trustee in writing of those  persons
handling  administrative  responsibilities  with whom the Agents and the Trustee
are to communicate  regarding  orders to purchase Notes and the details of their
delivery.

                  Administrative  procedures  and specific terms of the offering
are explained  below.  Book-Entry  Notes will be issued in  accordance  with the
administrative  procedures set forth in Part I hereof, as adjusted in accordance
with changes in DTC's operating  requirements,  and  Certificated  Notes will be
issued in accordance  with the  administrative  procedures  set forth in Part II
hereof.  Unless otherwise defined herein, terms defined in the Indenture and the
Notes  shall be used  herein as therein  defined.  Notes for which  interest  is
calculated  on the  basis of a fixed  interest  rate,  which  may be  zero,  are
referred to herein as "Fixed Rate Notes." Notes for which interest is calculated
on the basis of a floating  interest  rate are  referred to herein as  "Floating
Rate  Notes." To the extent the  procedures  set forth below  conflict  with the
provisions of the Notes,  the Indenture,  DTC's  operating  requirements  or the
Agency  Agreement,  the relevant  provisions of the Notes, the Indenture,  DTC's
operating requirements and the Agency Agreement shall control.

         All communications hereunder will be in writing and effective only upon
receipt, and, if sent, will be mailed, delivered,  telecopied or telegraphed and
confirmed to the Agents and the Company at the following addresses:

                  If to the Company:

                         SCANA Corporation
                         1426 Main Street
                         Columbia, South Carolina 29201
                         Attention:  Secretary

                  If to UBS Warburg LLC:

                            UBS Warburg LLC
                            677 Washington Boulevard
                            Stamford, CT 06901

                  If to Credit Suisse First Boston Corporation:

                       Credit Suisse First Boston Corporation
                          Eleven Madison Avenue
                          New York, New York 10010-3629
                  Attention:  Short and Medium Term Products Group

                  If to Banc of America Securities LLC:

                         Banc of America Securities LLC
                        Bank of America Corporate Center
                        100 North Tryon Street, NC1-007-07-01
                         Charlotte, North Carolina 28255



<PAGE>


                                     PART I

                          Administrative Procedures for
                                Book-Entry Notes

                  In connection with the  qualification  of the Book-Entry Notes
for  eligibility  in the book-entry  system  maintained by DTC, the Trustee will
perform the custodial,  document control and administrative  functions described
below,  in  accordance  with  its  respective  obligations  under  a  Letter  of
Representations  from the Company and the Trustee to DTC and a Medium-Term  Note
Certificate  Agreement  between  the Trustee  and DTC and its  obligations  as a
participant in DTC, including DTC's Same-Day Funds Settlement system ("SDFS").

     Issuance:  On any date of settlement (as defined under "Settlement"  below)
for one or --------  more  Book-Entry  Notes  (each a  "Settlement  Date"),  the
Company will issue a single  global  security in fully  registered  form without
coupons (a "Global Security")  representing up to $400,000,000  principal amount
of all such  Book-Entry  Notes that have the same original issue date,  original
issue discount provisions, if any, Interest Payment Dates, Regular Record Dates,
Interest Payment Period,  redemption provisions,  if any, Maturity Date, and, in
the case of Fixed Rate Notes, interest rate, in the case of Floating Rate Notes,
initial  interest  rate,  Base Rate,  Index  Maturity,  Interest  Reset  Period,
Interest Reset Dates,  Spread or Spread  Multiplier,  if any,  minimum  interest
rate, if any,  maximum interest rate, if any and, in the case of a Floating Rate
Book-Entry Note for which the Base Rate is LIBOR,  its Designated LIBOR Page and
Designated LIBOR Currency (collectively, the "Terms"). Each Global Security will
be dated and issued as of the date of its  authentication  by the Trustee.  Each
Global Security will bear an Original Issue Date, which will be (i) with respect
to an original Global Security (or any portion thereof), the original issue date
specified in such Global Security and (ii) following a  consolidation  of Global
Securities,   with  respect  to  the  Global   Security   resulting   from  such
consolidation,  the most recent Interest Payment Date to which interest has been
paid or duly provided for on the predecessor  Global  Securities,  regardless of
the date of authentication of such resulting Global Security. No Global Security
will  represent (i) both Fixed Rate and Floating Rate  Book-Entry  Notes or (ii)
any Certificated Note.

          Identification  CUSIP Numbers: The Company has arranged with the CUSIP
     Service Bureau of Standard & Poor's  -------------  Corporation (the "CUSIP
     Service  Bureau") for the  reservation of a series of CUSIP numbers,  which
     series  consists of  approximately  900 CUSIP numbers and relates to Global
     Securities  representing  Book-Entry Notes and book-entry medium-term notes
     issued by the Company with other  series  designations.  The  Trustee,  the
     Company and DTC have obtained from the CUSIP Service  Bureau a written list
     of such reserved  CUSIP  numbers.  The Company will assign CUSIP numbers to
     Global  Securities as described below under  Settlement  Procedure "B." DTC
     will notify the CUSIP Service Bureau periodically of the CUSIP numbers that
     the Company has assigned to Global Securities.  The Trustee will notify the
     Company  at any time when  fewer  than 100 of the  reserved  CUSIP  numbers
     remain  unassigned to Global  Securities,  and, if it deems necessary,  the
     Company will reserve  additional  CUSIP  numbers for  assignment  to Global
     Securities. Upon obtaining such additional CUSIP numbers, the Company shall
     deliver a list of such additional CUSIP numbers to the Trustee and DTC.

               Registration:  Global  Securities  will be  issued  only in fully
          registered form without  coupons.  Each  ------------  Global Security
          will be  registered  in the name of CEDE & CO., as nominee for DTC, on
          the securities  register for the Notes maintained under the Indenture.
          The  beneficial  owner of a Book-Entry  Note (or one or more  indirect
          participants  in DTC  designated by such owner) will  designate one or
          more  participants in DTC (with respect to such  Book-Entry  Note, the
          "Participants") to act as agent or agents for such owner in connection
          with the book-entry  system  maintained by DTC, and DTC will record in
          book-entry  form, in  accordance  with  instructions  provided by such
          Participants,  a credit balance with respect to such beneficial  owner
          in such  Book-Entry  Note in the  account  of such  Participants.  The
          ownership  interest of such beneficial owner (or such  participant) in
          such  Book-Entry  Note will be  recorded  through  the records of such
          Participants or through the separate records of such  Participants and
          one or more indirect participants in DTC.

               Transfers: Transfers of a Book-Entry Note will be accomplished by
          book entries made by DTC and, in turn, by Participants (and in certain
          cases,  one or more indirect  participants in DTC) acting on behalf of
          beneficial transferors and transferees of such Note.

                    Exchanges:  The  Trustee  may  deliver  to DTC and the CUSIP
               Service  Bureau  at  any  time  a  ---------  written  notice  of
               consolidation (a copy of which shall be attached to the resulting
               Global Security described below) specifying (i) the CUSIP numbers
               of two or more Outstanding  Global  Securities that represent (A)
               Fixed Rate  Book-Entry  Notes having the same Terms and for which
               interest  has been  paid to the same  date or (B)  Floating  Rate
               Book-Entry Notes having the same Terms and for which interest has
               been  paid to the  same  date,  (ii) a date,  occurring  at least
               thirty days after such written  notice is delivered  and at least
               thirty  days  before  the  next  Interest  Payment  Date for such
               Book-Entry  Notes,  on  which  such  Global  Securities  shall be
               exchanged for a single  replacement  Global  Security and (iii) a
               new CUSIP number,  obtained  from the Company,  to be assigned to
               such replacement Global Security.  Upon receipt of such a notice,
               DTC will  send to its  participants  (including  the  Trustee)  a
               written  reorganization  notice to the effect that such  exchange
               will occur on such date.  Prior to the specified  exchange  date,
               the Trustee  will deliver to the CUSIP  Service  Bureau a written
               notice setting forth such exchange date and such new CUSIP number
               and stating that, as of such exchange  date, the CUSIP numbers of
               the Global Securities to be exchanged will no longer be valid. On
               the  specified  exchange  date,  the Trustee will  exchange  such
               Global  Securities for a single Global  Security  bearing the new
               CUSIP  number  and the  CUSIP  numbers  of the  exchanged  Global
               Securities   will,  in  accordance   with  CUSIP  Service  Bureau
               procedures,   be  canceled   and  not   immediately   reassigned.
               Notwithstanding  the  foregoing,  if the Global  Securities to be
               exchanged exceed  $400,000,000 in aggregate principal amount, one
               Global  Security  will be  authenticated  and issued to represent
               each  $400,000,000  of principal  amount of the exchanged  Global
               Securities   and  an   additional   Global   Security   will   be
               authenticated  and issued to represent  any  remaining  principal
               amount of such Global Securities (see "Denominations" below).

               Maturities:  Each  Book-Entry Note will mature on a date not less
          than nine months nor more than thirty years after the settlement  date
          for such Note.

                         Notice  of  Repayment  Terms:   With  respect  to  each
                    Book-Entry  Note  that is  repayable  at the  option  of the
                    ---------------  Holder, the Trustee will furnish DTC on the
                    settlement  date  pertaining  to such Note a notice  setting
                    forth the terms of such repayment  option.  Such terms shall
                    include  the start date and end dates of the first  exercise
                    period,  the purchase  date  following  such first  exercise
                    period, the frequency that such exercise periods shall occur
                    (i.e.,  quarterly,  semi-annually,   annually,  bi-annually,
                    etc.) and if the repayment  option expires before  maturity,
                    the same information (except frequency)  concerning the last
                    exercise  period.  It is understood that the exercise period
                    shall be at least  fifteen  calendar  days long and that the
                    purchase  date shall be at least seven  calendar  days after
                    the last day of the exercise period.

                    Denominations:  Book-Entry Notes will be issued in principal
               amounts of $1,000 or any amount in excess  -------------  thereof
               that is an integral multiple of $1,000. Global Securities will be
               denominated in principal  amounts not in excess of  $400,000,000.
               If one or more  Book-Entry  Notes having an  aggregate  principal
               amount in excess of  $400,000,000  would,  but for the  preceding
               sentence,  be represented by a single Global  Security,  then one
               Global  Security  will be  authenticated  and issued to represent
               each  $400,000,000  principal  amount of such  Book-Entry Note or
               Notes and an additional Global Security will be authenticated and
               issued  to  represent  any  remaining  principal  amount  of such
               Book-Entry  Note or  Notes.  In such a case,  each of the  Global
               Securities  representing  such  Book-Entry Note or Notes shall be
               assigned the same CUSIP number.

                    Interest: General. Interest, if any, on each Book-Entry Note
               will accrue from the -------- ------- original issue date for the
               first interest period or the last date to which interest has been
               paid, if any, for each subsequent  interest period, on the Global
               Security   representing   such  Book-Entry   Note,  and  will  be
               calculated  and paid in the manner  described in such  Book-Entry
               Note and in the Prospectus (as defined in the Agency  Agreement),
               as  supplemented  by the applicable  Pricing  Supplement.  Unless
               otherwise  specified  therein,  each  payment  of  interest  on a
               Book-Entry  Note will include  interest  accrued to but excluding
               the Interest Payment Date (provided that, in the case of Floating
               Rate  Book-Entry  Notes  which  reset  daily or weekly,  interest
               payments  will  include  accrued  interest to and  including  the
               Regular Record Date  immediately  preceding the Interest  Payment
               Date) or to but  excluding  Maturity  (other than a Maturity of a
               Fixed Rate Book-Entry Note occurring on the thirty-first day of a
               month,  in which  case such  payment  of  interest  will  include
               interest  accrued  to but  excluding  the  thirtieth  day of such
               month).  Interest  payable at the Maturity of a  Book-Entry  Note
               will be payable to the Person to whom the  principal of such Note
               is  payable.   Standard  &  Poor's   Corporation   will  use  the
               information  received in the pending  deposit  message  described
               under  Settlement  Procedure  "C" below in order to  include  the
               amount of any  interest  payable  and certain  other  information
               regarding the related Global Security in the  appropriate  (daily
               or  weekly)   bond   report   published   by  Standard  &  Poor's
               Corporation.

                                    Regular  Record  Dates.  The Regular  Record
                                    Date with  respect to any  Interest  Payment
                                    Date shall be the date fifteen calendar days
                                    immediately  preceding such Interest Payment
                                    Date (unless otherwise specified pursuant to
                                    Settlement Procedure "A" below).

                                    Interest   Payment   Dates  on  Fixed   Rate
                                    Book-Entry Notes. Unless otherwise specified
                                    pursuant to Settlement  Procedure "A" below,
                                    interest  payments on Fixed Rate  Book-Entry
                                    Notes will be made semi-annually on April 1,
                                    and October 1 of each year and at  Maturity;
                                    provided,  however,  that  in the  case of a
                                    Fixed Rate  Book-Entry Note issued between a
                                    Regular Record Date and an Interest  Payment
                                    Date,  the first  interest  payment  will be
                                    made on the Interest  Payment Date following
                                    the next  succeeding  Regular Record Date to
                                    the  Person  in  whose  name  such  Note  is
                                    registered  on the  Regular  Record Date for
                                    such succeeding Interest Payment Date.

                                    Interest  Payment  Dates  on  Floating  Rate
                                    Book-Entry Notes.  Interest payments will be
                                    made  on  Floating  Rate  Book-Entry   Notes
                                    monthly,    quarterly,    semi-annually   or
                                    annually.   Unless  otherwise  agreed  upon,
                                    interest  will be  payable,  in the  case of
                                    Floating  Rate   Book-Entry   Notes  with  a
                                    monthly  Interest  Payment  Period,  on  the
                                    third  Wednesday  of  each  month;   with  a
                                    quarterly  Interest  Payment Period,  on the
                                    third  Wednesday of March,  June,  September
                                    and   December   of   each   year;   with  a
                                    semi-annual  Interest  Payment Period on the
                                    third Wednesday of the two months  specified
                                    pursuant to Settlement  Procedure "A" below;
                                    and with an annual Interest  Payment Period,
                                    on  the   third   Wednesday   of  the  month
                                    specified  pursuant to Settlement  Procedure
                                    "A"  below;  provided,  however,  that if an
                                    Interest  Payment  Date for a Floating  Rate
                                    Book-Entry  Note  would  otherwise  be a day
                                    that is not a Business  Day with  respect to
                                    such Floating  Rate  Book-Entry  Note,  such
                                    Interest  Payment  Date  will  be  the  next
                                    succeeding Business Day with respect to such
                                    Floating Rate Book-Entry Note, except in the
                                    case of a Floating Rate  Book-Entry Note for
                                    which  the  Base  Rate  is  LIBOR,  if  such
                                    Business  Day  is  in  the  next  succeeding
                                    calendar month,  such Interest  Payment Date
                                    will be the immediately  preceding  Business
                                    Day; and provided further,  that in the case
                                    of a Floating  Rate  Book-Entry  Note issued
                                    between  a  Regular   Record   Date  and  an
                                    Interest  Payment Date,  the first  interest
                                    payment will be made on the Interest Payment
                                    Date following the next  succeeding  Regular
                                    Record Date to the Person in whose name such
                                    Note is  registered  on the  Regular  Record
                                    Date for such  succeeding  Interest  Payment
                                    Date.

                         Notice of Interest Payment and Regular Record Dates. At
                    the request of the Company the Trustee  will  deliver to the
                    Company and DTC a written  list of Regular  Record Dates and
                    Interest  Payment  Dates  that will  occur  with  respect to
                    Book-Entry  Notes during the six-month  period  beginning on
                    such  first  Business  Day.  Promptly  after  each  Interest
                    Determination  Date for Floating Rate Book-Entry  Notes, the
                    Trustee, as Calculation Agent, will notify Standard & Poor's
                    Corporation  of  the  interest  rates   determined  on  such
                    Interest Determination Date. Calculation of Interest:  Fixed
                    Rate  Book-Entry  Notes.  Interest on Fixed Rate  Book-Entry
                    Notes  (including  interest  for  partial  periods)  will be
                    calculated  on  the  basis  of  a  360-day  year  of  twelve
                    thirty-day months.

                    Floating Rate Book-Entry  Notes.  Interest rates on Floating
               Rate Book-Entry Notes will be determined as set forth in the form
               of Notes.  Interest on Floating Rate Book-Entry Notes,  except as
               otherwise set forth  therein,  will be calculated on the basis of
               actual days  elapsed  and a year of 360 days,  except that in the
               case of a Floating Rate  Book-Entry  Note for which the Base Rate
               is Treasury Rate, interest will be calculated on the basis of the
               actual  number of days in the year.  Payments  of  Principal  and
               Interest:  Payment of Interest Only.  Promptly after each Regular
               Record Date, the Trustee ---------  ------------------------ will
               deliver to the Company and DTC a written notice setting forth, by
               CUSIP  number,  the amount of  interest to be paid on each Global
               Security on the  following  Interest  Payment Date (other than an
               Interest  Payment Date coinciding with Maturity) and the total of
               such amounts.  DTC will confirm the amount payable on each Global
               Security  on  such  Interest  Payment  Date by  reference  to the
               appropriate  (daily or weekly) bond reports published by Standard
               & Poor's  Corporation.  The Company will pay to the  Trustee,  as
               paying  agent,  the total amount of interest due on such Interest
               Payment Date (other than at  Maturity),  and the Trustee will pay
               such  amount to DTC,  at the times  and in the  manner  set forth
               below under "Manner of Payment." If any Interest Payment Date for
               a Book-Entry  Note is not a Business Day, the payment due on such
               day  shall be made on the  next  succeeding  Business  Day and no
               interest  shall  accrue on such  payment  for the period from and
               after such Interest  Payment Date,  except that in the case of an
               Interest  Payment Date on a Floating Rate Note for which the Base
               Rate is LIBOR, if such Business Day is in the succeeding calendar
               month, such Interest Payment Date will be the preceding  Business
               Day.

                                    Payments at Maturity.  On or about the first
                                    Business Day of each month, the Trustee will
                                    deliver  to the  Company  and DTC a  written
                                    list of principal and interest to be paid on
                                    each Global Security maturing (on a Maturity
                                    or  Redemption  Date  or  otherwise)  in the
                                    following  month.  The  Company and DTC will
                                    confirm  the amounts of such  principal  and
                                    interest  payments with respect to each such
                                    Global   Security  on  or  about  the  fifth
                                    Business Day  preceding the Maturity of such
                                    Global Security. On or before Maturity,  the
                                    Company will pay to the  Trustee,  as paying
                                    agent,  the principal  amount of such Global
                                    Security, together with interest due at such
                                    Maturity.  The Trustee  will pay such amount
                                    to DTC at the  times and in the  manner  set
                                    forth below under  "Manner of  Payment."  If
                                    any   Maturity   of   a   Global    Security
                                    representing   Book-Entry  Notes  is  not  a
                                    Business  Day,  the  payment due on such day
                                    shall  be  made  on  the   next   succeeding
                                    Business Day and no interest shall accrue on
                                    such  payment  for the period from and after
                                    such Maturity. Promptly after payment to DTC
                                    of  the   principal   and  interest  due  at
                                    Maturity  of  such  Global   Security,   the
                                    Trustee will cancel such Global  Security in
                                    accordance  with the Indenture and so advise
                                    the Company.

                                    Manner of Payment.  The total  amount of any
                                    principal   and   interest   due  on  Global
                                    Securities  on any Interest  Payment Date or
                                    at Maturity  shall be paid by the Company to
                                    the Trustee in immediately  available  funds
                                    no later than 9:30 A.M. (New York City time)
                                    on such  date.  The  Company  will make such
                                    payment  on  such   Global   Securities   by
                                    instructing  the Trustee to  withdraw  funds
                                    from an account maintained by the Company at
                                    the  Trustee  or by  wire  transfer  to  the
                                    Trustee.  The Company  will confirm any such
                                    instructions  in writing to the Trustee.  On
                                    each  payment  date the Trustee will pay DTC
                                    in    accordance    with   DTC's    standard
                                    procedures.  On each  Interest  Payment Date
                                    (other than at Maturity),  interest payments
                                    shall be made to DTC, in funds available for
                                    immediate  use by DTC,  in  accordance  with
                                    existing  arrangements  between  the Trustee
                                    and DTC. On each such date, DTC will pay, in
                                    accordance    with   its   SDFS    operating
                                    procedures  then in effect,  such amounts in
                                    funds  available  for  immediate  use to the
                                    respective  Participants  in whose names the
                                    Book-Entry Notes  represented by such Global
                                    Securities  are  recorded in the  book-entry
                                    system   maintained  by  DTC.   Neither  the
                                    Company  (as issuer or as paying  agent) nor
                                    the   Trustee    shall   have   any   direct
                                    responsibility  or liability for the payment
                                    by DTC to such Participants of the principal
                                    of and interest on the Book-Entry Notes.

                                    Withholding  Taxes.  The amount of any taxes
                                    required under applicable law to be withheld
                                    from any  interest  payment on a  Book-Entry
                                    Note will be determined  and withheld by the
                                    Participant,  indirect participant in DTC or
                                    other  Person   responsible  for  forwarding
                                    payments  and  materials   directly  to  the
                                    beneficial owner of such Note.

                    Procedure  for  Setting  and  Posting:  The  Company and the
               Agents will  discuss  from time to time the  aggregate  principal
               -------  amount of, the issuance price of, and the interest rates
               to be borne by,  Book-Entry Notes that may be sold as a result of
               the solicitation of orders by the Agents.  If the Company decides
               to set  prices of, and rates  borne by, any  Book-Entry  Notes in
               respect of which the Agents are to solicit orders (the setting of
               such prices and rates to be referred to herein as  "posting")  or
               if the  Company  decides  to change  prices  or rates  previously
               posted by it, it will  promptly  advise  the Agents of the prices
               and rates to be posted.

                    Acceptance  and  Rejection  of  Orders:   Unless   otherwise
               instructed  by the  Company,  each Agent will  advise the Company
               ---------  promptly  by  telephone  of  all  orders  to  purchase
               Book-Entry  Notes  received  by  such  Agent,  other  than  those
               rejected by it in whole or in part in the reasonable  exercise of
               its discretion.  Unless  otherwise  agreed by the Company and the
               Agents,  the Company  has the right to accept  orders to purchase
               Book-Entry  Notes and may reject  any such  orders in whole or in
               part.

                    Preparation of Pricing Supplement:  If any order to purchase
               a   Book-Entry   Note  is   accepted  by  or  on  behalf  of  the
               ---------Company,  the Company will prepare a pricing  supplement
               (a "Pricing Supplement")  reflecting the terms of such Book-Entry
               Note and will arrange to have the Pricing  Supplement  filed with
               the  Commission in accordance  with the  applicable  paragraph of
               Rule 424(b) under the Act and will supply ten copies thereof (and
               additional  copies if requested) to the Agent which presented the
               order (the "Presenting Agent"). The Presenting Agent will cause a
               Prospectus  and  Pricing   Supplement  to  be  delivered  to  the
               purchaser of such Book-Entry Note.

                                    In each instance  that a Pricing  Supplement
                                    is prepared, the Presenting Agent will affix
                                    the Pricing Supplement to Prospectuses prior
                                    to their use.  Outdated Pricing  Supplements
                                    (other than those retained for files) will
                                    be destroyed.

Suspension of
Solicitation;
Amendment or
Supplement:                         Subject  to the  Company's  representations,
                                    warranties  and  covenants  contained in the
                                    Agency  Agreement,  the Company may instruct
                                    the Agents to  suspend at any time,  for any
                                    period   of   time   or   permanently,   the
                                    solicitation    of   orders   to    purchase
                                    Book-Entry   Notes.  Upon  receipt  of  such
                                    instructions,   the  Agents  will  forthwith
                                    suspend  solicitation until such time as the
                                    Company   has   advised   them   that   such
                                    solicitation may be resumed.

                                    In the  event  that at the time the  Company
                                    suspends  solicitation  of  purchases  there
                                    shall   be  any   orders   outstanding   for
                                    settlement, the Company will promptly advise
                                    the  Agents  and the  Trustee  whether  such
                                    orders may be settled and whether  copies of
                                    the  Prospectus  as in effect at the time of
                                    the    suspension,    together    with   the
                                    appropriate  Pricing   Supplement,   may  be
                                    delivered in connection  with the settlement
                                    of such  orders.  The Company  will have the
                                    sole  responsibility  for such  decision and
                                    for any arrangements that may be made in the
                                    event that the Company  determines that such
                                    orders may not be settled or that  copies of
                                    such Prospectus may not be so delivered.

                                    If  the   Company   decides   to   amend  or
                                    supplement  the  Registration  Statement (as
                                    defined  in  the  Agency  Agreement)  or the
                                    Prospectus,  it  will  promptly  advise  the
                                    Agents  and  furnish  the  Agents  with  the
                                    proposed  amendment or  supplement  and with
                                    such   certificates   and  opinions  as  are
                                    required,  all to the extent required by and
                                    in  accordance  with the terms of the Agency
                                    Agreement.  Subject to the provisions of the
                                    Agency Agreement,  the Company may file with
                                    the  Commission  any such  supplement to the
                                    Prospectus   relating  to  the  Notes.   The
                                    Company  will  provide  the  Agents  and the
                                    Trustee with copies of any such  supplement,
                                    and   confirm  to  the   Agents   that  such
                                    supplement   has   been   filed   with   the
                                    Commission   pursuant   to  the   applicable
                                    paragraph of Rule 424(b).

                    Procedures For Rate Changes: When the Company has determined
               to  change  the  interest   rates  of   Book-Entry   Notes  being
               ------------  offered, it will promptly advise the Agents and the
               Agents will forthwith suspend  solicitation of orders. The Agents
               will telephone the Company with recommendations as to the changed
               interest  rates.  At such time as the  Company  has  advised  the
               Agents  of  the  new  interest  rates,   the  Agents  may  resume
               solicitation  of  orders.  Until such time only  "indications  of
               interest"  may be recorded.  Within two  Business  Days after any
               sale  of  Book-Entry  Notes,  the  Company  will  file  with  the
               Commission a Pricing  Supplement  to the  Prospectus  relating to
               such Book-Entry Notes that reflects the applicable interest rates
               and  other  terms  and  will  deliver   copies  of  such  Pricing
               Supplement to the Agents.

                         Delivery of Prospectus:  A copy of the Prospectus  and,
                    where   applicable,    a   Pricing   Supplement,    relating
                    ----------to  a Book-Entry  Note,  must accompany or precede
                    the  earliest  of any  written  offer  by any  Agent of such
                    Book-Entry  Note,  confirmation  of  the  purchase  of  such
                    Book-Entry  Note, or payment for such Book-Entry Note by its
                    purchaser.  If  notice  of a  change  in  the  terms  of the
                    Book-Entry  Notes is received by the Agents between the time
                    an  order  for a  Book-Entry  Note is  placed  and the  time
                    written confirmation thereof is sent by the Presenting Agent
                    to a  customer  or his  agent,  such  confirmation  shall be
                    accompanied by a Prospectus and Pricing  Supplement  setting
                    forth the terms in effect when the order was placed. Subject
                    to  "Suspension  of  Solicitation;  Amendment or Supplement"
                    above, the Presenting Agent timely will deliver a Prospectus
                    and Pricing  Supplement as herein  described with respect to
                    each  Book-Entry Note sold by it. The Company will make such
                    delivery  if such  Book-Entry  Note is sold  directly by the
                    Company to a purchaser (other than an Agent).

                         Confirmation:  For each order to purchase a  Book-Entry
                    Note  solicited by any Agent and accepted by or on behalf of
                    the Company,  the Presenting Agent will issue a confirmation
                    to the purchaser,  with a copy to the Company, setting forth
                    the  details  set  forth  above  and  delivery  and  payment
                    instructions.

                         Settlement:  The receipt by the Company of  immediately
                    available funds in payment for a ----------  Book-Entry Note
                    and the  authentication  and issuance of the Global Security
                    representing   such   Book-Entry   Note   shall   constitute
                    "settlement"  with  respect  to such  Book-Entry  Note.  All
                    orders  accepted by the Company will be settled on the third
                    Business Day following  the date of sale of such  Book-Entry
                    Note  pursuant to the  timetable  for  settlement  set forth
                    below  unless the  Company,  the Trustee  and the  purchaser
                    agree to settlement on another day which shall be no earlier
                    than the next Business Day following the date of sale.

Settlement
                         Procedures:  Settlement  Procedures with regard to each
                    Book-Entry Note sold by the Company
      through any Agent, as agent, shall be as follows:

               A. The  Presenting  Agent will advise the Company by telephone of
          the following settlement information:

              1.       Principal amount.

              2.       Maturity Date.

               3. In the case of a Fixed Rate Book-Entry Note, the interest rate
          or, in the case of a Floating  Rate  Book-Entry  Note,  the Base Rate,
          initial  interest  rate  (if  known  at such  time),  Index  Maturity,
          Interest  Reset  Period,   Interest  Reset  Dates,  Spread  or  Spread
          Multiplier (if any),  minimum interest rate (if any), maximum interest
          rate (if any) and, in the case of a Floating Rate  Book-Entry Note for
          which the Base Rate is LIBOR, the Designated LIBOR Page and Designated
          LIBOR Currency.

               4. Interest  Payment  Dates,  Regular Record Dates (if other than
          the dates  fifteen  calendar  days  preceding  such  Interest  Payment
          Dates), the Interest Payment Period, Interest Determination Dates, the
          Calculation Dates and the Calculation Agent.

               5. Redemption provisions, if any.

               6. Settlement date.

               7. Price.

               8.  Presenting  Agent's  commission,  determined  as  provided in
          Section 2 of the Agency Agreement.

                         B. The Company will assign a CUSIP number to the Global
                    Security  representing  such Book-Entry Note and then advise
                    the Trustee by telephone  (confirmed  in writing at any time
                    on  the  same  date)  or  electronic   transmission  of  the
                    information  set forth in  Settlement  Procedure  "A" above,
                    such CUSIP number and the name of the Presenting  Agent. The
                    Company will also notify the  Presenting  Agent by telephone
                    of such  CUSIP  number  as soon as  practicable.  Each  such
                    communication    by   the   Company   shall   constitute   a
                    representation  and  warranty  by the Company to the Trustee
                    and the Agents that (i) such Book-Entry Note is then, and at
                    the  time  of  issuance  and  sale  thereof  will  be,  duly
                    authorized  for issuance and sale by the Company,  (ii) such
                    Book-Entry Note, and the Global Security  representing  such
                    Book-Entry   Note,  will  conform  with  the  terms  of  the
                    Indenture,  and (iii) after giving effect to the issuance of
                    such Book-Entry Note and any other Securities (as defined in
                    the  Agency  Agreement)  to be  issued  on or  prior  to the
                    settlement  date for the sale of such  Book-Entry  Note, the
                    aggregate  amount of  Securities  which have been issued and
                    sold by the Company will not exceed the amount of Securities
                    registered under the  Registration  Statement (as defined in
                    the Agency Agreement).  Such confirmation shall constitute a
                    Company Order to the Trustee for the  authentication of such
                    Global   Security   and  shall  be  deemed  to  satisfy  the
                    requirements  for the delivery of the Board  Resolution  and
                    Officers'  Certificates  set forth in the third paragraph of
                    Section 303 of the Indenture.

                    C. The Trustee will enter a pending  deposit message through
               DTC's   Participant   Terminal  System  providing  the  following
               settlement information to DTC (which shall route such information
               to Standard & Poor's Corporation) and the Presenting Agent:

                    1. The information set forth in Settlement Procedure "A."

                    2.  Identification  as a  Fixed  Rate  Book-Entry  Note or a
               Floating Rate Book-Entry Note.

                    3. Initial  Interest  Payment Date for such Book-Entry Note,
               number of days by which such date  succeeds  the related  Regular
               Record Date (or,  in the case of Floating  Rate Notes which reset
               daily  or  weekly,   the  date  five  calendar  days  immediately
               preceding  the  Interest  Payment  Date) and  amount of  interest
               payable on such  Interest  Payment  Date (which  amount  shall be
               confirmed by the Trustee).

                    4. The Interest Payment Period.

                    5. CUSIP  number of the Global  Security  representing  such
               Book-Entry Note.

                    6. Whether such Global  Security  will  represent  any other
               Book-Entry Note (to the extent known at such time).

                         D. To the extent the Company  has not already  done so,
                    the Company will deliver to the Trustee a Global Security in
                    a form that has been approved by the Company, the Agents and
                    the Trustee.

                         E. The Trustee  will  complete  such  Book-Entry  Note,
                    stamp the appropriate  legend,  as instructed by DTC, if not
                    already  set forth  thereon,  and  authenticate  the  Global
                    Security representing such Book-Entry Note.

                         F.  DTC  will  credit  such   Book-Entry  Note  to  the
                    Trustee's participant account at DTC.

                         G. The Trustee will enter an SDFS deliver order through
                    DTC's  Participant  Terminal  System  instructing DTC to (i)
                    debit  such  Book-Entry  Note to the  Trustee's  participant
                    account and credit such  Book-Entry  Note to the  Presenting
                    Agent's  participant  account and (ii) debit the  Presenting
                    Agent's   settlement   account  and  credit  the   Trustee's
                    settlement  account for an amount equal to the price of such
                    Book-Entry Note less the Presenting Agent's commission.  The
                    entry  of  such  a  deliver   order   shall   constitute   a
                    representation  and  warranty by the Trustee to DTC that (i)
                    the Global  Security  representing  such Book-Entry Note has
                    been  issued  and  authenticated  and  (ii) the  Trustee  is
                    holding  such Global  Security  pursuant to the  Medium-Term
                    Note Certificate Agreement between the Trustee and DTC.

                         H. The  Presenting  Agent  will  enter an SDFS  deliver
                    order through DTC's Participant  Terminal System instructing
                    DTC (i) to  debit  such  Book-Entry  Note to the  Presenting
                    Agent's  participant account and credit such Book-Entry Note
                    to the participant accounts of the Participants with respect
                    to such  Book-Entry  Note and (ii) to debit  the  settlement
                    accounts  of such  Participants  and credit  the  settlement
                    account of the  Presenting  Agent for an amount equal to the
                    price of such Book-Entry Note.

                         I.  Transfers of funds in accordance  with SDFS deliver
                    orders  described in Settlement  Procedures "G" and "H" will
                    be settled in accordance  with SDFS operating  procedures in
                    effect on the settlement date.

                         J. The  Trustee  will,  upon  receipt of funds from the
                    Agent in  accordance  with  Settlement  Procedure  "G," wire
                    transfer  to the account of the  Company  maintained  at The
                    Bank of New York funds  available  for  immediate use in the
                    amount   transferred  to  the  Trustee  in  accordance  with
                    Settlement Procedure "G."

                         K. The  Presenting  Agent will  confirm the purchase of
                    such Book-Entry Note to the purchaser either by transmitting
                    to the  Participants  with respect to such Book-Entry Note a
                    confirmation  order or orders  through  DTC's  institutional
                    delivery system or by mailing a written confirmation to such
                    purchaser.

Settlement
Procedures
Timetable:                          For orders of Book-Entry  Notes solicited by
                                    any Agent and  accepted  by the  Company for
                                    settlement  on the first  Business Day after
                                    the sale  date,  Settlement  Procedures  "A"
                                    through   "K"  set  forth   above  shall  be
                                    completed  as soon as possible but not later
                                    than the  respective  times  (New  York City
                                    time) set forth below:


            Settlement
            Procedure                          Time

                    A                 11:00 A.M. on the sale date
                    B                 12:00 Noon on the sale date
                    C                 2:00 P.M. on the sale date
                    D                 3:00 P.M. on the Business Day
                                       before settlement
                    E                 9:00 A.M. on Settlement Date
                    F                 10:00 A.M. on Settlement Date
                    G-H               2:00 P.M. on Settlement Date
                    I                 4:45 P.M. on Settlement Date
                    J-K               5:00 P.M. on Settlement Date

                                    If a sale is to be  settled  more  than  one
                                    Business Day after the sale date, Settlement
                                    Procedures   "A,"  "B"  and  "C"   shall  be
                                    completed  as  soon  as  practicable  but no
                                    later than 11:00 A.M.  and 12:00 Noon on the
                                    first  Business  Day after the sale date and
                                    no later than 2:00 P.M. on the  Business Day
                                    before the settlement date, respectively. If
                                    the  initial  interest  rate for a  Floating
                                    Rate Book-Entry Note has not been determined
                                    at the time that Settlement Procedure "A" is
                                    completed, Settlement Procedures "B" and "C"
                                    shall be  completed as soon as such rate has
                                    been determined but no later than 12:00 Noon
                                    and 2:00 P.M., respectively, on the Business
                                    Day before the settlement  date.  Settlement
                                    Procedure  "I" is  subject to  extension  in
                                    accordance  with any  extension  of  Fedwire
                                    closing  deadlines  and in the other  events
                                    specified in SDFS  operating  procedures  in
                                    effect on the settlement date.

                                    If  settlement  of  a  Book-Entry   Note  is
                                    rescheduled  or  canceled,  the Trustee will
                                    deliver to DTC,  through  DTC's  Participant
                                    Terminal System,  a cancellation  message to
                                    such  effect by no later  than 2:00 P.M.  on
                                    the Business Day  immediately  preceding the
                                    scheduled settlement date.

          Failure to Settle: If the Trustee fails to enter an SDFS deliver order
     with respect to a Book-Entry Note ------  pursuant to Settlement  Procedure
     "G," the Trustee may deliver to DTC,  through  DTC's  Participant  Terminal
     System,  as soon as practicable,  a withdrawal  message  instructing DTC to
     debit such Book-Entry Note to the Trustee's  participant  account. DTC will
     process the  withdrawal  message,  provided that the Trustee's  participant
     account  contains a principal  amount of the Global  Security  representing
     such Book-Entry  Note that is at least equal to the principal  amount to be
     debited.  If a  withdrawal  message is  processed  with  respect to all the
     Book-Entry Notes represented by a Global Security,  the Trustee will cancel
     such Global  Security in  accordance  with the  Indenture and so advise the
     Company and will make appropriate entries in its records.  The CUSIP number
     assigned to such Global  Security  shall,  in accordance with CUSIP Service
     Bureau  procedures,  be  canceled  and  not  immediately  reassigned.  If a
     withdrawal  message is processed  with respect to one or more, but not all,
     of the Book-Entry Notes represented by a Global Security,  the Trustee will
     exchange such Book-Entry Note for two Global Securities, one of which shall
     represent such  Book-Entry  Notes and shall be canceled  immediately  after
     issuance and the other of which shall represent the other  Book-Entry Notes
     previously  represented by the  surrendered  Global Security and shall bear
     the CUSIP number of the surrendered Global Security.

          If the purchase  price for any  Book-Entry  Note is not timely paid to
     the  Participants  with  respect to such Note by the  beneficial  purchaser
     thereof (or a Person,  including an indirect  participant in DTC, acting on
     behalf of such purchaser),  such  Participants and, in turn, the Presenting
     Agent may enter SDFS deliver  orders  through  DTC's  Participant  Terminal
     System reversing the orders entered  pursuant to Settlement  Procedures "G"
     and "H," respectively.  Thereafter, the Trustee will deliver the withdrawal
     message and take the related actions described in the preceding  paragraph.
     If such failure  shall have occurred for any reason other than a default by
     the Presenting  Agent in the performance of its  obligations  hereunder and
     under the Agency Agreement,  then the Company will reimburse the Presenting
     Agent or the Trustee, as applicable,  on an equitable basis for the loss of
     the use of the funds  during  the  period  when they were  credited  to the
     account of the Company.

               Notwithstanding  the  foregoing,  upon any failure to settle with
          respect to a Book-Entry  Note,  DTC may take any actions in accordance
          with its SDFS operating  procedures then in effect.  In the event of a
          failure to settle  with  respect to one or more,  but not all,  of the
          Book-Entry Notes to have been  represented by a Global  Security,  the
          Trustee will provide, in accordance with Settlement Procedure "E," for
          the authentication and issuance of a Global Security  representing the
          other  Book-Entry  Notes  to have  been  represented  by  such  Global
          Security and will make appropriate entries in its records.

          Trustee Not to Risk Funds:  Nothing  herein shall be deemed to require
     the Trustee to risk or expend its own funds in connection  with any payment
     to the Company,  DTC, the Agents or the purchaser,  it being  understood by
     all parties  that  payments  made by the Trustee to the  Company,  DTC, the
     Agents or the  purchaser  shall be made only to the  extent  that funds are
     provided to the Trustee for such purpose.

          Authenticity  of  Signatures:  The  Company  will cause the Trustee to
     furnish to the Company and the Agents ---------- from time to time with the
     specimen signatures of each of the Trustee's officers,  employees or agents
     who has been  authorized by the Trustee to authenticate  Book-Entry  Notes,
     but no Agent will have any  obligation  or  liability to the Company or the
     Trustee in respect to the  authenticity  of the  signature  of any officer,
     employee or agent of the Company or the Trustee on any Book-Entry Note.

          Payment of Expenses:  Each Agent shall  forward to the  Company,  on a
     monthly basis, a statement of the out-of- pocket expenses  incurred by such
     Agent during that month that are  reimbursable  to it pursuant to the terms
     of the Agency  Agreement.  The  Company  will  remit  payment to the Agents
     currently on a monthly basis.

          Advertising  Costs:  The Company  will  determine  with the Agents the
     amount of  advertising  that may be  appropriate  in  soliciting  offers to
     purchase the  Book-Entry  Notes.  Advertising  expenses will be paid by the
     Company.

          Periodic  Statements  from The  Bank of New  York:  Periodically,  the
     Trustee will send to the Company a statement  setting  forth the  principal
     amount of Book-Entry Notes Outstanding as of that date.




<PAGE>


                                                          PART II

                Administrative Procedures for Certificated Notes

     The Trustee will serve as registrar and transfer  agent in connection  with
the Certificated Notes.

               Issuance:  Each  Certificated Note will be dated and issued as of
          the  date  of  its  --------   authentication  by  the  Trustee.  Each
          Certificated  Note will bear an Original Issue Date, which will be (i)
          with  respect  to  an  original  Certificated  Note  (or  any  portion
          thereof),  its original  issuance  date (which will be the  settlement
          date) and (ii)  with  respect  to any  Certificated  Note (or  portion
          thereof)   issued   subsequently   upon  transfer  or  exchange  of  a
          Certificated  Note  or  in  lieu  of  a  destroyed,   lost  or  stolen
          Certificated   Note,  the  Original  Issue  Date  of  the  predecessor
          Certificated  Note,  regardless of the date of  authentication of such
          subsequently issued Certificated Note.

                    Registration:  Certificated  Notes  will be  issued  only in
               fully registered form without coupons.

                    Transfers  and  Exchanges:   A  Certificated   Note  may  be
               presented  for  transfer or exchange at the  principal  corporate
               trust office in The City of New York of the Trustee. Certificated
               Notes will be exchangeable  for other  Certificated  Notes having
               identical terms but different  authorized  denominations  without
               service charge.  Certificated  Notes will not be exchangeable for
               Book-Entry Notes.

                    Maturities: Each Certificated Note will mature on a date not
               less  than  nine  months  nor more than  thirty  years  after the
               Settlement Date for such Note.

                    Denominations:  The  denomination of any  Certificated  Note
               denominated  in U.S.  dollars  will be a minimum of $1,000 or any
               amount in excess thereof that is an integral  multiple of $1,000.
               The authorized  denominations  of Certified Notes  denominated in
               any other  currency  will be  specified  pursuant to  "Settlement
               Procedures" below.

                    Interest:  General.  Interest,  if any, on each Certificated
               Note will accrue from the --------  -------  original  issue date
               for the first interest  period or the last date to which interest
               has been paid, if any, for each subsequent  interest period,  and
               will be calculated and paid in the manner  described in such Note
               and in the Prospectus,  as supplemented by the applicable Pricing
               Supplement.  Unless otherwise specified therein,  each payment of
               interest on a Certificated  Note will include interest accrued to
               but excluding the Interest  Payment Date  (provided  that, in the
               case of Certificated Notes which reset daily or weekly,  interest
               payments  will  include  accrued  interest to and  including  the
               Regular Record Date  immediately  preceding the Interest  Payment
               Date) or to but  excluding  Maturity  (other than a Maturity of a
               Fixed Rate Certificated Note occurring on the thirty-first day of
               a month,  in which case such  payment of  interest  will  include
               interest  accrued  to but  excluding  the  thirtieth  day of such
               month).

                    Regular Record Dates.  The Regular Record Dates with respect
               to any Interest  Payment Date shall be the date fifteen  calendar
               days  immediately  preceding  such Interest  Payment Date (unless
               otherwise specified pursuant to Settlement Procedure "A" below).

                    Fixed Rate Certificated  Notes.  Unless otherwise  specified
               pursuant to Settlement Procedure "A" below,  interest payments on
               Fixed Rate Certificated Notes will be made semi-annually on April
               1 and October 1 of each year and at Maturity;  provided, however,
               that in the case of a Fixed Rate Certificated Note issued between
               a Regular  Record Date and an Interest  Payment  Date,  the first
               interest  payment  will  be  made on the  Interest  Payment  Date
               following the next  succeeding  Regular Record Date to the Person
               in whose name such Note is registered on the Regular  Record Date
               for such succeeding Interest Payment Date.

                    Floating Rate Certificated Notes.  Interest payments will be
               made on Floating  Rate  Certificated  Notes  monthly,  quarterly,
               semi-annually or annually.  Interest will be payable, in the case
               of  Floating  Rate  Certificated  Notes  with a monthly  Interest
               Payment  Period,  on the third  Wednesday  of each month;  with a
               quarterly  Interest  Payment  Period,  on the third  Wednesday of
               March,  June,  September  and  December  of  each  year;  with  a
               semi-annual  Interest  Payment Period,  on the third Wednesday of
               the two months  specified  pursuant to  Settlement  Procedure "A"
               below; and with an annual Interest  Payment Period,  on the third
               Wednesday of the month specified pursuant to Settlement Procedure
               "A" below;  provided,  however,  that if an Interest Payment Date
               for a Floating Rate  Certificated  Note would  otherwise be a day
               that is not a Business  Day with  respect to such  Floating  Rate
               Certificated  Note,  such Interest  Payment Date will be the next
               succeeding  Business  Day  with  respect  to such  Floating  Rate
               Certificated  Note,  except  in  the  case  of  a  Floating  Rate
               Certificated  Note for  which  the Base  Rate is  LIBOR,  if such
               Business  Day is in the  next  succeeding  calendar  month,  such
               Interest Payment Date will be the immediately  preceding Business
               Day; and provided  further,  that in the case of a Floating  Rate
               Certificated  Note  issued  between a Regular  Record Date and an
               Interest Payment Date, the first interest payment will be made on
               the Interest  Payment Date following the next succeeding  Regular
               Record  Date to the Person in whose name such Note is  registered
               on the Regular Record Date for such succeeding  Interest  Payment
               Date.  Calculation  of Interest:  Fixed Rate  Certificated  Note.
               Interest on Fixed Rate Certificated Notes (including interest for
               partial  periods)  will be  calculated  on the basis of a 360-day
               year of twelve thirty-day months.

                    Floating Rate Certificated Notes. Interest rates on Floating
               Rate  Certificated  Notes will be  determined as set forth in the
               form of Notes.  Interest on  Floating  Rate  Certificated  Notes,
               except as otherwise set forth therein,  will be calculated on the
               basis of actual days elapsed and a year of 360 days,  except that
               in the case of a Floating  Rate  Certificated  Note for which the
               Base Rate is Treasury  Rate,  interest  will be calculated on the
               basis of the actual number of days in the year.

                    Payments of Principal and Interest: The Trustee will pay the
               principal amount of each  Certificated  Note at -------- Maturity
               upon  presentation  of  such  Certificated  Note  to the  Trustee
               (unless   otherwise   specified   in   the   applicable   Pricing
               Supplement).  Such payment, together with payment of interest due
               at  Maturity  of such  Certificated  Note,  will be made in funds
               available  for  immediate  use by the  Trustee and in turn by the
               Holder of such Certificated Note. Certificated Notes presented to
               the  Trustee at  Maturity  for  payment  will be  canceled by the
               Trustee in accordance with the Indenture.  All interest  payments
               on a Certificated Note (other than interest due at Maturity) will
               be  made  by  check  drawn  on the  Trustee  (or  another  Person
               appointed by the Trustee) and mailed by the Trustee to the Person
               entitled  thereto  as  provided  in such  Note and the  Indenture
               (unless   otherwise   specified   in   the   applicable   Pricing
               Supplement).

                    The Trustee will be responsible for reporting  interest paid
               on Certificated Notes, and where applicable, withholding taxes on
               such interest payments, as may be required by law.

                    If any  Interest  Payment  Date  for or  the  Maturity  of a
               Certificated  Note is not a Business Day, the payment due on such
               day  shall be made on the  next  succeeding  Business  Day and no
               interest  shall  accrue on such  payment  for the period from and
               after such Interest Payment Date or Maturity, as the case may be,
               except that in the case of an Interest Payment Date on a Floating
               Rate  Certificated Note for which the Base Rate is LIBOR, if such
               Business Day is in the succeeding  calendar month,  such Interest
               Payment Date will be the preceding Business Day.

                    Procedure for Rate Setting and Posting:  The Company and the
               Agents will  discuss  from time to time the  aggregate  principal
               -----------  amount of, the  issuance  price of, and the interest
               rates to be borne by,  Notes  that may be sold as a result of the
               solicitation  of orders by the Agents.  If the Company decides to
               set prices of, and rates  borne by, any Notes in respect of which
               the Agents are to solicit  orders (the setting of such prices and
               rates to be  referred to herein as  "posting")  or if the Company
               decides  to change  prices or rates  previously  posted by it, it
               will  promptly  advise  the  Agents of the prices and rates to be
               posted.

                    Acceptance  and  Rejection  of  Orders:   Unless   otherwise
               instructed  by the  Company,  each Agent will  advise the Company
               ------   promptly  by   telephone   of  all  orders  to  purchase
               Certificated  Notes  received  by such  Agent,  other  than those
               rejected by it in whole or in part in the reasonable  exercise of
               its discretion.  Unless  otherwise  agreed by the Company and the
               Agents,  the  Company  has the sole  right to  accept  orders  to
               purchase  Certificated  Notes and may reject  any such  orders in
               whole or in part.

                    Preparation of Pricing Supplement:  If any order to purchase
               a  Certificated   Note  is  accepted  by  or  on  behalf  of  the
               ------------------  Company,  the Company  will prepare a Pricing
               Supplement  reflecting  the terms of such  Certificated  Note and
               will  arrange  to have  the  Pricing  Supplement  filed  with the
               Commission in accordance  with the  applicable  paragraph of Rule
               424(b)  under the Act and will  supply  ten copies  thereof  (and
               additional  copies if requested)  to the  Presenting  Agent.  The
               Presenting  Agent will cause a Prospectus and Pricing  Supplement
               to be delivered to the purchaser of such Certificated Note.

                    In each instance that a Pricing Supplement is prepared,  the
               Presenting   Agent  will   affix  the   Pricing   Supplement   to
               Prospectuses  prior to their use.  Outdated  Pricing  Supplements
               (other than those retained for files), will be destroyed.



                         Suspension of  Solicitation;  Amendment or  Supplement:
                    Subject to the  Company's  representations,  warranties  and
                    covenants contained in the Agency Agreement, the Company may
                    instruct the Agents to suspend at any time for any period of
                    time or permanently,  the solicitation of orders to purchase
                    Certificated  Notes. Upon receipt of such instructions,  the
                    Agents will forthwith suspend  solicitation  until such time
                    as the Company has advised them that such  solicitation  may
                    be resumed.

                         In the  event  that at the  time the  Company  suspends
                    solicitation   of  purchases   there  shall  be  any  orders
                    outstanding for settlement, the Company will promptly advise
                    the  Agents  and the  Trustee  whether  such  orders  may be
                    settled and whether copies of the Prospectus as in effect at
                    the time of the  suspension,  together with the  appropriate
                    Pricing Supplement,  may be delivered in connection with the
                    settlement  of such  orders.  The Company will have the sole
                    responsibility  for such  decision and for any  arrangements
                    that may be made in the event  that the  Company  determines
                    that such  orders may not be settled or that  copies of such
                    Prospectus may not be so delivered.

                         If the  Company  decides  to  amend or  supplement  the
                    Registration  Statement or the Prospectus,  it will promptly
                    advise the Agents and furnish  the Agents with the  proposed
                    amendment  or  supplement  and with  such  certificates  and
                    opinions as are required,  all to the extent required by and
                    in  accordance  with  the  terms  of the  Agency  Agreement.
                    Subject  to the  provisions  of the  Agency  Agreement,  the
                    Company may file with the  Commission  any supplement to the
                    Prospectus  relating to the Notes.  The Company will provide
                    the  Agents  and  the  Trustee   with  copies  of  any  such
                    supplement,  and confirm to the Agents that such  supplement
                    has  been  filed  with  the   Commission   pursuant  to  the
                    applicable paragraph of Rule 424(b).

                         Procedure  for  Rate  Changes:  When  the  Company  has
                    determined  to change  the  interest  rates of  Certificated
                    Notes  ------------  being offered,  it will promptly advise
                    the   Agents   and  the  Agents   will   forthwith   suspend
                    solicitation  of  orders.  The  Agents  will  telephone  the
                    Company  with  recommendations  as to the  changed  interest
                    rates. At such time as the Company has advised the Agents of
                    the new interest rates,  the Agents may resume  solicitation
                    of orders.  Until such time only  "indications  of interest"
                    may be recorded.  Within two Business Days after any sale of
                    Notes,  the Company will file with the  Commission a Pricing
                    Supplement  to the  Prospectus  relating  to such Notes that
                    reflects the  applicable  interest rates and other terms and
                    will  deliver  copies  of  such  Pricing  Supplement  to the
                    Agents.

                    Delivery of Prospectus:  A copy of the Prospectus and, where
               applicable,  a  Pricing  Supplement,  relating  ----------  to  a
               Certificated  Note, must accompany or precede the earliest of any
               written   offer  by  any   Agent  of  such   Certificated   Note,
               confirmation  of the  purchase  of  such  Certificated  Note,  or
               payment for such Certificated Note by its purchaser. If notice of
               a change in the terms of the  Certificated  Notes is  received by
               the Agents between the time an order for a  Certificated  Note is
               placed and the time written  confirmation  thereof is sent by the
               Presenting  Agent to a customer or his agent,  such  confirmation
               shall be  accompanied  by a  Prospectus  and  Pricing  Supplement
               setting  forth  the terms in  effect  when the order was  placed.
               Subject to "Suspension of Solicitation;  Amendment or Supplement"
               above,  the Presenting Agent timely will deliver a Prospectus and
               Pricing  Supplement  as herein  described  with  respect  to each
               Certificated Note sold by it. The Company will make such delivery
               if such  Certificated  Note is sold  directly by the Company to a
               purchaser (other than any Agent).

                    Confirmation: For each order to purchase a Certificated Note
               solicited  by any  Agent  and  accepted  by or on  behalf  of the
               Company,  the Presenting  Agent will issue a confirmation  to the
               purchaser,  with a copy to the Company, setting forth the details
               set forth above and delivery and payment instructions.

                    Settlement:  The  receipt  by  the  Company  of  immediately
               available  funds  in  exchange  for an  ----------  authenticated
               Certificated  Note  delivered  to the  Presenting  Agent  and the
               Presenting  Agent's  delivery of such  Certificated  Note against
               receipt of  immediately  available  funds shall,  with respect to
               such  Certificated  Note,  constitute  "settlement."  All  orders
               accepted by the Company will be settled on the fifth Business Day
               following  the  date  of  sale  pursuant  to  the  timetable  for
               settlement set forth below,  unless the Company,  the Trustee and
               the  purchaser  agree to settlement on another day which shall be
               no earlier than the next Business Day following the date of sale;
               provided,  however, that the Trustee shall not, without its prior
               written  consent,  be  required  to  deliver  in  excess  of  300
               certificates  evidencing  Certificated  Notes  in any  one of the
               three business days following the date of sale.



                    Settlement Procedures:  Settlement Procedures with regard to
               each  Certificated Note sold by the Company through any Agent, as
               agent, shall be as follows:

                    A. The Presenting Agent will advise the Company by telephone
               of the following settlement information:

                         1.  Name  in  which  such  Certificated  Note  is to be
                    registered ("Registered Owner").

                         2.  Address of the  Registered  Owner and  address  for
                    payment of principal and interest.

                         3.  Taxpayer  identification  number of the  Registered
                    Owner (if available).

                         4. Principal amount.

                         5. Maturity Date.

                         6. In the case of a Fixed Rate  Certificated  Note, the
                    interest   rate  or,  in  the  case  of  a   Floating   Rate
                    Certificated  Note,  the initial  interest rate (if known at
                    such  time),  Base  Rate,  Index  Maturity,  Interest  Reset
                    Period,  Interest Reset Dates,  Spread or Spread  Multiplier
                    (if any),  minimum interest rate (if any),  maximum interest
                    rate (if any) and, in the case of a Floating Rate  certified
                    Note for which the Base Rate is LIBOR,  the Designated LIBOR
                    Page and Designated LIBOR Currency.

                         7. Interest  Payment  Dates,  Regular  Record Dates (if
                    other than the dates fifteen  calendar days  preceding  such
                    Interest Payment Dates),  the Interest  Payment Period,  the
                    Calculation Dates and the Calculation Agent.

                         8. Redemption provisions, if any.

                         9. Settlement date.

                         10. Price (including currency).

                         11.  Presenting  Agent's   commission,   determined  as
                    provided in Section 2 of the Agency Agreement.

                         12.  Manner of payment at Maturity  (if other than upon
                    presentation of Notes to the Trustee) and Interest (if other
                    than by check).

                         B. The Company  will  advise the  Trustee by  telephone
                    (confirmed  in  writing  at any  time on the  sale  date) or
                    electronic  transmission  of the  information  set  forth in
                    Settlement   Procedure   "A"  above  and  the  name  of  the
                    Presenting  Agent.  Each such  communication  by the Company
                    shall  constitute  a  representation  and  warranty  by  the
                    Company  to  the  Trustee  and  the  Agents  that  (i)  such
                    Certificated  Note is then,  and at the time of issuance and
                    sale thereof will be, duly  authorized for issuance and sale
                    by the  Company,  (ii) such  Certificated  Note will conform
                    with the  terms of the  Indenture,  and (iii)  after  giving
                    effect to the  issuance  of such  Certificated  Note and any
                    other Securities (as defined in the Agency  Agreement) to be
                    issued  on or prior to the  settlement  date for the sale of
                    such  Certificated  Note, the aggregate amount of Securities
                    which  have been  issued  and sold by the  Company  will not
                    exceed  the  amount  of  Securities   registered  under  the
                    Registration Statement (as defined in the Agency Agreement).
                    Such  confirmation  shall  constitute a Company Order to the
                    Trustee for the authentication of such Certificated Note and
                    shall be deemed to satisfy the requirements for the delivery
                    of the Board Resolution and Officers' Certificates set forth
                    in the third paragraph of Section 303 of the Indenture.

                         C.  The   Company   will   deliver  to  the  Trustee  a
                    pre-printed  four-ply  packet  for such  Certificated  Note,
                    which packet will contain the  following  documents in forms
                    that have been  approved by the Company,  the Agents and the
                    Trustee:

                          1.       Certificated Note with customer confirmation.

                          2.       Stub One - For Trustee.

                          3.       Stub Two - For Agent.

                          4.       Stub Three - For the Company.

                         D. The Trustee will complete such Certificated Note and
                    will  authenticate  such  Certificated  Note and  deliver it
                    (with  the  confirmation)  and  Stubs  One  and  Two  to the
                    Presenting  Agent, and the Presenting Agent will acknowledge
                    receipt of the Note by stamping or  otherwise  marking  Stub
                    One and  returning it to the Trustee.  Such delivery will be
                    made  only  against  such   acknowledgment  of  receipt  and
                    evidence that instructions have been given by the Presenting
                    Agent for  payment to the account of the Company at The Bank
                    of New York in funds  available  for  immediate  use,  of an
                    amount equal to the price of such Certificated Note less the
                    Presenting  Agent's  commission.   In  the  event  that  the
                    instructions  given by the  Presenting  Agent for payment to
                    the account of the Company are revoked,  the Company will as
                    promptly  as  possible  wire  transfer to the account of the
                    Presenting  Agent an amount of immediately  available  funds
                    equal to the amount of such payment made.

                         E. The Presenting Agent will deliver such  Certificated
                    Note  (with  the   confirmation)  to  the  customer  or  the
                    customer's trust bank against payment in immediately payable
                    funds. The Presenting Agent will obtain the  acknowledgement
                    of receipt of such Certificated Note by retaining Stub Two.

                         F. The  Trustee  will send Stub Three to the Company by
                    first-class mail.

                         Settlement   Procedures   Timetable:   For   orders  of
                    Certificated  Notes  solicited by any Agent,  as agent,  and
                    accepted by the Company,  Settlement  Procedures "A" through
                    "F" set forth  above  shall be  completed  on or before  the
                    respective times (New York City time) set forth below:

                    Settlement
                    Procedure                          Time

                            A                 2:00 P.M. on the Business Day
                                before settlement
                            B-C               3:00 P.M. on the Business Day
                                before settlement
                            D                 2:15 P.M. on Settlement Date
                            E                 3:00 P.M. on Settlement Date
                            F                 5:00 P.M. on Settlement Date

                    Failure to Settle:  If a purchaser  fails to accept delivery
               of and make payment for any -----------------  Certificated Note,
               the  Presenting  Agent will notify the Company and the Trustee by
               telephone and return such Certificated Note to the Trustee.  Upon
               receipt  of  such  notice,  the  Company  will  immediately  wire
               transfer to the account of the  Presenting  Agent an amount equal
               to the amount  previously  credited  to the account of Company in
               respect of such  Certificated  Note.  Such wire  transfer will be
               made on the  Settlement  Date, if possible,  and in any event not
               later than the Business Day following the Settlement Date. If the
               failure  shall have  occurred for any reason other than a default
               by the Presenting  Agent in the  performance  of its  obligations
               hereunder and under the Agency  Agreement,  then the Company will
               reimburse the Presenting Agent or the Trustee, as appropriate, on
               an  equitable  basis for its loss of the use of the funds  during
               the period when they were credited to the account of the Company.
               Immediately upon receipt of the  Certificated  Note in respect of
               which  such  failure  occurred,  the  Trustee  will  cancel  such
               Certificated  Note in accordance with the Indenture and so advise
               the Company, and will make appropriate entries in its records.

                    Trustee Not to Risk Funds: Nothing herein shall be deemed to
               require the Trustee to risk or expend its own funds in connection
               with any payment to the Company, the Agents or the purchaser,  it
               being understood by all parties that payments made by the Trustee
               to the Company, the Agents or the purchaser shall be made only to
               the  extent  that  funds are  provided  to the  Trustee  for such
               purpose.

                    Authenticity  of  Signatures:  The  Company  will  cause the
               Trustee  to  furnish  to the  Agents  from  time to time with the
               -------------  specimen  signatures  of  each  of  the  Trustee's
               officers,  employees  or agents  who has been  authorized  by the
               Trustee to  authenticate  Certificated  Notes,  but  neither  the
               Trustee nor any Agent will have any  obligation  or  liability to
               the Company or the Trustee in respect of the  authenticity of the
               signature of any officer, employee or agent of the Company or the
               Trustee on any Certificated Note.

                    Payment  of  Expenses:  Each  Agent  shall  forward  to  the
               Company,  on a monthly  basis,  a statement of the out-of- pocket
               expenses  incurred  by such  Agent  during  that  month  that are
               reimbursable to it pursuant to the terms of the Agency Agreement.
               The  Company  will remit  payment to the  Agents  currently  on a
               monthly basis.

                    Advertising  Costs:  The  Company  will  determine  with the
               Agents  the  amount of  advertising  that may be  appropriate  in
               soliciting orders to purchase the Certificated Notes. Advertising
               expenses will be paid by the Company.


                    Periodic  Statements  from the  Trustee:  Periodically,  the
               Trustee  will send to the Company a statement  setting  forth the
               principal  amount of  Certificated  Notes  outstanding as of that
               date.


<PAGE>


                                       B-2
                                    EXHIBIT B



                                      SCANA
                                   CORPORATION

                                Medium-Term Notes

                      Due from Nine Months to Thirty Years

                               from Date of Issue

                                 TERMS AGREEMENT

                                                    -----------------, ------

Attention:

         Subject in all  respects  to the terms and  conditions  of the  Selling
Agency Agreement (the  "Agreement")  dated , 2000, among UBS Warburg LLC, Credit
Suisse First Boston  Corporation and Banc of America Securities LLC and you, the
undersigned agrees to purchase the following Notes of:

Aggregate Principal Amount:

Interest Rate:

Date of Maturity:

If Fixed Rate Notes -
         Interest Rate:
         Interest Payment Period:
         Interest Payment Dates:
         Regular Record Dates:

If Floating Rate Notes -
         Initial Interest Rate:
         Base Rate:                                      Index Maturity:
         Spread:                                         Spread Multiplier:
         Minimum Interest Rate, if any:
         Maximum Interest Rate, if any:
         Interest Reset Period:
         Interest Reset Dates:
         Interest Payment Period:
         Interest Payment Dates:
         Regular Record Dates:

[Redemption Dates and Prices:]
[Repayment Dates and Prices:]

Purchase Price:                 % of Principal Amount [plus accrued
                            interest from _______________, ______]

Purchase Date and Time:

Place for Delivery of Notes
and Payment Therefor:

Method of Payment:

Modification,  if any, in the requirements to deliver the documents specified in
Section 6(b) of the Agreement:

Period during which additional Notes may not be sold pursuant to Section 4(m) of
the Agreement:


                                            [Purchaser]


                                            By: _______________________________

Accepted:

By: ____________________________
       Title: _______________________


<PAGE>



                                   SCHEDULE I


                  The Company agrees to pay each Agent a commission equal to the
following percentage of the principal amount of each Note sold by such Agent:


Maturity Range of Notes amount                          Percentage of Principal

From 9 months to less than 1 year                             .125%

From 1 year to less than 18 months                            .150%

From 18 months to less than 2 years                           .200%

From 2 years to less than 3 years                             .250%

From 3 years  to less than 4 years                            .350%

From 4 years  to less than 5 years                            .450%

From 5 years  to less than 6 years                            .500%

From 6 years  to less than 7 years                            .550%

From 7 years  to less than 10 years                           .600%

From 10 years to less than 15 years                           .625%

From 15 years to less than 20 years                           .700%

From 20 years up to and including 30 years                    .750%


Address for Notice to you:

         Notices to UBS Warburg  LLC shall be  directed to it at 677  Washington
Boulevard, Stamford, CT 06901.

         Notices to Credit Suisse First Boston  Corporation shall be directed to
it at Eleven Madison Avenue, New York, New York 10010, Attention: Short and
Medium Term Products Group.

         Notices to Banc of America  Securities  LLC shall be  directed to it at
Bank of  America  Corporate  Center,  100  North  Tryon  Street;  NC1-007-07-01,
Charlotte, North Carolina 28255.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>ARTICLES OF AMENDMENT 5-19-99
<TEXT>









                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

                  Pursuant to Section 33-10-106 of the 1976 South Carolina Code,
as  amended,  the  undersigned  corporation  adopts the  following  Articles  of
Amendment to its Articles of Incorporation:


1. The name of the corporation is SOUTH CAROLINA ELECTRIC & GAS COMPANY.


2.       On                    , the corporation adopted the following
Amendment(s) of its Articles of Incorporation:

                                 NOT APPLICABLE


3.       The manner,  if not set forth in the amendment,  in which any exchange,
         reclassification,  or cancellation of issued shares provided for in the
         Amendment shall be effected, is as follows:

         (a)      The number of redeemable shares of the corporation  reacquired
                  by redemption or purchase is 9,407 itemized as follows:

           Class                              Series              No. of Shares

Cumulative Preferred Stock ($50 par value)   4.50%                  1,600
Cumulative Preferred Stock ($50 par value)   4.60% (Series A)       1,842
Cumulative Preferred Stock ($50 par value)   5.125%                 2,000
Cumulative Preferred Stock ($50 par value)   6.00%                    565
Cumulative Preferred Stock ($50 par value)   4.60% (Series B)
3,400

         (b)      The aggregate number of issued shares of the corporation after
                  giving effect to such cancellation is 41,656,443,  itemized as
                  follows:

           Class                                    Series         No. of Shares

 Cumulative Preferred Stock ($50 par value)        5%                   125,209
       "          "         "          "           4.60%                      0
       "          "         "          "           4.50%                 12,800
       "          "         "          "           4.60% (Series A)      20,052
       "          "         "          "           5.125%                68,000
       "          "         "          "           4.60% (Series B)      61,200
       "          "         "          "           6%                    73,035
       "          "         "          "           9.40%                      0
       "          "         "    ($100 par value)  8.12%                      0
       "          "         "          "           7.70%                      0
       "          "         "          "           8.40%                      0
       "          "         "     ($50 par value)  8.72%                      0
       "          "         "    ($100 par value)  6.52%              1,000,000

 Common Stock ($4.50 par value)                   ------             40,296,147
                                                                     ----------
                                                                     41,656,443

         (c)      The amount of the  stated  capital  of the  corporation  after
                  giving effect to such cancellation is $299,347,461.50.


<PAGE>


                                                    Page 2


         (d)      The number of shares which the  corporation  has  authority to
                  issue after giving effect to such  cancellation is 56,450,296,
                  itemized as follows:

                  Class                            Series          No.of Shares

 Cumulative Preferred Stock ($50 par value)         5%                  125,209
       "          "         "          "            4.60%                     0
       "          "         "          "            4.50%                12,800
       "          "         "          "            4.60% (Series A)     20,052
       "          "         "          "            5.125%               68,000
       "          "         "          "            4.60% (Series B)     61,200
       "          "         "          "            6%                   73,035
       "          "         "          "            9.40%                     0
       "          "         "    ($100 par value)   8.12%                     0
       "          "         "          "            7.70%                     0
       "          "         "          "            8.40%                     0
       "          "         "    ($50 par value)    8.72%                     0
       "          "         "    ($100 par value)   6.52%             1,000,000


 Serial Preferred Stock  ($50 par value)  (1 vote)                      640,000
 Serial Preferred Stock  ($100 par value) (1 vote)                    1,750,000
 Serial Preferred Stock  ($25 par value)  (1/4 vote)                  2,000,000
 Serial Preferred Stock  ($50 par value)  (1/2 vote)                    700,000
 Common Stock  ($4.50 par value)                                     50,000,000
                                                                     ----------
                                                                     56,450,296


                    --
4.       (a)      |__|     Amendment(s) adopted by shareholder action.

                  At the  date of  adoption  of the  amendment,  the  number  of
         outstanding  shares of each voting group entitled to vote separately on
         the Amendment, and the vote of such shares was:

         Number of     Number of         Number of Votes    Number of Undisputed
 Voting  Outstanding   Votes Entitled    Represented at         Shares Voted
 Group   Shares        to be Cast        the meeting        For         Against
 -----   ------------- ----------------  ------------------ ----------------

         (b) |XX| The  Amendment(s)  was duly  adopted by the  incorporators  or
         board of directors  without  shareholder  approval pursuant to Sections
         33-6-102(d),  33-10-102 and 33-10-105 of the 1976 South  Carolina Code,
         as amended, and shareholder action was not required.


5.       Unless  a  delayed  date is  specified,  the  effective  date of  these
         Articles of Amendment shall be the date of the acceptance for filing by
         the Secretary of State (See Section 33-1-230(b)):


                              SOUTH CAROLINA ELECTRIC & GAS COMPANY



Date:  May 19, 1999           By:__________________________________________
                                                     Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>ARTICLES OF AMENDMENT 8-13-99
<TEXT>




3


3

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

                  Pursuant to Section 33-10-106 of the 1976 South Carolina Code,
as  amended,  the  undersigned  corporation  adopts the  following  Articles  of
Amendment to its Articles of Incorporation:


1. The name of the corporation is SOUTH CAROLINA ELECTRIC & GAS COMPANY.


2.       On                    , the corporation adopted the following
Amendment(s) of its Articles of Incorporation:

                                 NOT APPLICABLE


3.       The manner,  if not set forth in the amendment,  in which any exchange,
         reclassification,  or cancellation of issued shares provided for in the
         Amendment shall be effected, is as follows:

         (a) The number of redeemable  shares of the  corporation  reacquired by
         redemption or purchase is 3,600 itemized as follows:

          Class                                  Series            No. of Shares

 Cumulative Preferred Stock ($50 par value)      4.50%                   1,600
 Cumulative Preferred Stock ($50 par value)      4.60% (Series A)        2,000


         (b)      The aggregate number of issued shares of the corporation after
                  giving effect to such cancellation is 41,652,843,  itemized as
                  follows:

          Class                                    Series          No. of Shares

 Cumulative Preferred Stock ($50 par value)        5%                   125,209
       "          "         "          "           4.60%                      0
       "          "         "          "           4.50%                 11,200
       "          "         "          "           4.60% (Series A)      18,052
       "          "         "          "           5.125%                68,000
       "          "         "          "           4.60% (Series B)      61,200
       "          "         "          "           6%                    73,035
       "          "         "          "           9.40%                      0
       "          "         "    ($100 par value)  8.12%                      0
       "          "         "          "           7.70%                      0
       "          "         "          "           8.40%                      0
       "          "         "     ($50 par value)  8.72%                      0
       "          "         "     ($100 par value) 6.52%              1,000,000

 Common Stock ($4.50 par value)                    ------            40,296,147
                                                                     ----------
                                                                     41,652,843

         (c)      The amount of the  stated  capital  of the  corporation  after
                  giving effect to such cancellation is $299,167,461.50.


<PAGE>


                                     Page 2


         (d)      The number of shares which the  corporation  has  authority to
                  issue after giving effect to such  cancellation is 56,446,696,
                  itemized as follows:

                  Class                             Series        No. of Shares

Cumulative Preferred Stock ($50 par value)          5%                  125,209
      "          "         "          "             4.60%                     0
      "          "         "          "             4.50%                11,200
      "          "         "          "             4.60% (Series A)     18,052
      "          "         "          "             5.125%               68,000
      "          "         "          "             4.60% (Series B)     61,200
      "          "         "          "             6%                   73,035
      "          "         "          "             9.40%                     0
      "          "         "    ($100 par value)    8.12%                     0
      "          "         "          "             7.70%                     0
      "          "         "          "             8.40%                     0
      "          "         "    ($50 par value)     8.72%                     0
      "          "         "    ($100 par value)    6.52%             1,000,000


Serial Preferred Stock  ($50 par value)  (1 vote)                       640,000
Serial Preferred Stock  ($100 par value) (1 vote)                     1,750,000
Serial Preferred Stock  ($25 par value)  (1/4 vote)                   2,000,000
Serial Preferred Stock  ($50 par value)  (1/2 vote)                     700,000
Common Stock  ($4.50 par value)                                      50,000,000
                                                                     ----------
                                                                     56,446,696


                    --
4.       (a)      |__|     Amendment(s) adopted by shareholder action.

                  At the  date of  adoption  of the  amendment,  the  number  of
         outstanding  shares of each voting group entitled to vote separately on
         the Amendment, and the vote of such shares was:

         Number of     Number of        Number of Votes   Number of Undisputed
Voting   Outstanding   Votes Entitled   Represented at    Shares Voted
Group    Shares        to be Cast       the meeting       For           Against
-----    ------------- ---------------- ----------------------------------------


                    ---
         (b) |XX| The  Amendment(s)  was duly  adopted by the  incorporators  or
         board of directors  without  shareholder  approval pursuant to Sections
         33-6-102(d),  33-10-102 and 33-10-105 of the 1976 South  Carolina Code,
         as amended, and shareholder action was not required.


5.       Unless  a  delayed  date is  specified,  the  effective  date of  these
         Articles of Amendment shall be the date of the acceptance for filing by
         the Secretary of State (See Section 33-1-230(b)):


                                 SOUTH CAROLINA ELECTRIC & GAS COMPANY



Date:  August 13, 1999           By:__________________________________________
                                                        Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>ARTICLES OF AMENDMENT 3-1-00
<TEXT>




3


3

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

                  Pursuant to Section 33-10-106 of the 1976 South Carolina Code,
as  amended,  the  undersigned  corporation  adopts the  following  Articles  of
Amendment to its Articles of Incorporation:


1. The name of the corporation is SOUTH CAROLINA ELECTRIC & GAS COMPANY.


2.       On                    , the corporation adopted the following
Amendment(s) of its Articles of Incorporation:

                                 NOT APPLICABLE


3.       The manner,  if not set forth in the amendment,  in which any exchange,
         reclassification,  or cancellation of issued shares provided for in the
         Amendment shall be effected, is as follows:

         (a) The number of redeemable  shares of the  corporation  reacquired by
redemption or purchase is 9,407 itemized as follows:

          Class                                 Series             No. of Shares

 Cumulative Preferred Stock ($50 par value)     4.50%                    1,600
 Cumulative Preferred Stock ($50 par value)     4.60% (Series A)         1,842
 Cumulative Preferred Stock ($50 par value)     5.125%                   2,000
 Cumulative Preferred Stock ($50 par value)     6.00%                      565
 Cumulative Preferred Stock ($50 par value)     4.60% (Series B)        3,400

         (b)      The aggregate number of issued shares of the corporation after
                  giving effect to such cancellation is 41,656,443,  itemized as
                  follows:

         Class                                    Series           No. of Shares

Cumulative Preferred Stock ($50 par value)        5%                   125,209
      "          "         "          "           4.60%                      0
      "          "         "          "           4.50%                 12,800
      "          "         "          "           4.60% (Series A)      20,052
      "          "         "          "           5.125%                68,000
      "          "         "          "           4.60% (Series B)      61,200
      "          "         "          "           6%                    73,035
      "          "         "          "           9.40%                      0
      "          "         "    ($100 par value)  8.12%                      0
      "          "         "          "           7.70%                      0
      "          "         "          "           8.40%                      0
      "          "         "     ($50 par value)  8.72%                      0
      "          "              ($100 par value) 6.52%              1,000,000

Common Stock ($4.50 par value)                    ------            40,296,147
                                                                    ----------
                                                                    41,656,443

         (c)      The amount of the  stated  capital  of the  corporation  after
                  giving effect to such cancellation is $299,347,461.50.


<PAGE>


                                     Page 2


         (d)      The number of shares which the  corporation  has  authority to
                  issue after giving effect to such  cancellation is 56,450,296,
                  itemized as follows:

                  Class                              Series        No. of Shares

 Cumulative Preferred Stock ($50 par value)          5%                 125,209
       "          "         "          "             4.60%                    0
       "          "         "          "             4.50%               12,800
       "          "         "          "             4.60% (Series A)    20,052
       "          "         "          "             5.125%              68,000
       "          "         "          "             4.60% (Series B)    61,200
       "          "         "          "             6%                  73,035
       "          "         "          "             9.40%                    0
       "          "         "    ($100 par value)    8.12%                    0
       "          "         "          "             7.70%                    0
       "          "         "          "             8.40%                    0
       "          "         "    ($50 par value)     8.72%                    0
       "          "         "    ($100 par value)    6.52%            1,000,000


 Serial Preferred Stock  ($50 par value)  (1 vote)                      640,000
 Serial Preferred Stock  ($100 par value) (1 vote)                    1,750,000
 Serial Preferred Stock  ($25 par value)  (1/4 vote)                  2,000,000
 Serial Preferred Stock  ($50 par value)  (1/2 vote)                    700,000
 Common Stock  ($4.50 par value)                                     50,000,000
                                                                     ----------
                                                                     56,450,296


                    --
4.       (a)      |__|     Amendment(s) adopted by shareholder action.

                  At the  date of  adoption  of the  amendment,  the  number  of
         outstanding  shares of each voting group entitled to vote separately on
         the Amendment, and the vote of such shares was:

        Number of      Number of         Number of Votes    Number of Undisputed
Voting  Outstanding    Votes Entitled    Represented at     Shares Voted
Group   Shares         to be Cast        the meeting        For          Against
-----   -------------  ----------------  -----------------  --------------------



         (b) |XX| The  Amendment(s)  was duly  adopted by the  incorporators  or
         board of directors  without  shareholder  approval pursuant to Sections
         33-6-102(d),  33-10-102 and 33-10-105 of the 1976 South  Carolina Code,
         as amended, and shareholder action was not required.


5.       Unless  a  delayed  date is  specified,  the  effective  date of  these
         Articles of Amendment shall be the date of the acceptance for filing by
         the Secretary of State (See Section 33-1-230(b)):


                                 SOUTH CAROLINA ELECTRIC & GAS COMPANY



Date:  March 1, 2000              By:__________________________________________
                                                        Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>SCANA BY-LAWS
<TEXT>




5







                                     BYLAWS
                                       OF
                                SCANA CORPORATION
                    As Revised and Amended February 22, 2000


<PAGE>



                                    ARTICLE I
                                     OFFICES
         Section 1. The principal office of the Corporation, which shall also be
designated as its registered  office,  shall be located in the City of Columbia,
County of Richland, State of South Carolina.
         Section 2. The Corporation may also have offices and places of business
at such other  places,  within or without  the State of South  Carolina,  as the
Board of  Directors  may from  time to time  determine  or the  business  of the
Corporation may require.

                                   ARTICLE II
                                      SEAL
         Section 1. The corporate seal shall have inscribed  thereon the name of
the Corporation, the year of its organization and the words "South Carolina". If
authorized by the Board of Directors,  the corporate  seal may be affixed to any
certificates of stock, bonds, debentures, notes or other engraved,  lithographed
or printed  instruments,  by engraving,  lithographing  or printing thereon such
seal or a facsimile  thereof,  and such seal or  facsimile  thereof so engraved,
lithographed  or printed  thereon shall have the same force and effect,  for all
purposes, as if such corporate seal had been affixed thereto by indentation.


<PAGE>



                                   ARTICLE III
                             STOCKHOLDERS' MEETINGS
         Section 1. Written or printed notices for annual or special meetings of
stockholders  shall state the place,  day and hour of such meetings and, in case
of special meetings, the purpose or purposes for which the meetings are called.

         Section 2. Annual meetings of the stockholders  shall be held on a date
and at a time and place selected by the Board of Directors.  Such meeting may be
held either within or without the State of South Carolina. The Board will select
a date at said meeting for the following  year with the date  occurring  between
April 16 and April 30 of said year,  when they shall elect  members of the Board
of Directors in accordance with the provisions of the Corporation's  Articles of
Incorporation and transact such other business as may properly be brought before
the meeting.

         Section 3. Except as  otherwise  provided  by law,  by the  Articles of
Incorporation  as the same may be amended from time to time,  or by these Bylaws
as they may be amended  from time to time,  the  holders  of a  majority  of the
shares of stock of the  Corporation  issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
any meeting of the stockholders for the transaction of business.

         If,  however,  such quorum shall not be present or  represented at such
meeting of the stockholders,  the stockholders entitled to vote thereat, present
in person or represented by proxy,  shall have the power,  by a majority vote of
those  present,  to adjourn the meeting from time to time without notice (unless
otherwise  provided in Section 8 of this Article III) other than by announcement
at the  meeting,  until a  quorum  shall  be  present  or  represented.  At such
adjourned meeting at which a quorum shall be present or represented any business
may be  transacted  which may have been  transacted at the meeting as originally
noticed provided notice of such adjourned meeting, when required by Section 8 of
this Article III, shall have been given or waived.

         Section 4. At each meeting of the stockholders each stockholder  having
the right to vote shall be entitled to vote in person,  or by proxy appointed by
written  or  printed  instrument  executed  by such  stockholder  or by his duly
authorized  attorney  or  by  telegram  or  cablegram  appearing  to  have  been
transmitted by such stockholder but, except as otherwise provided by statute, no
proxy  shall be valid  after  expiration  of eleven  months from the date of its
execution.  Every proxy shall be dated as of its execution and no proxy shall be
undated or postdated.  Every holder of record of stock having voting power shall
be  entitled  to one vote for every  share of stock  standing in his name on the
books of the  Corporation.  The vote for  directors  and, upon the demand of any
stockholder or his duly authorized  proxy, the vote upon any question before the
meeting shall be by ballot. All elections shall be decided by a plurality of the
votes  cast by the  holders  of the shares  entitled  to vote at the  meeting of
stockholders and, except as otherwise  provided by statute or by the Articles of
Incorporation,  all other  questions shall be decided by a majority of the votes
cast by holders of shares entitled to vote on such question at such meeting.

         Section 5. The Secretary or the agent of the Corporation  having charge
of its stock transfer books shall,  in advance of each meeting of  stockholders,
prepare a complete list of the stockholders  entitled to vote at such meeting of
stockholders   or  adjournment   thereof,   which  list  shall  be  arranged  in
alphabetical  order with the  address  of and the number of shares  held by each
stockholder. Unless the record of stockholders kept by the Secretary or agent of
the  Corporation  having charge of its stock transfer  books readily  shows,  in
alphabetical order or by alphabetical index, the information  required to appear
on such a list of  stockholders,  such list of stockholders  shall, for a period
commencing  upon the date when notice of such meeting is given,  and in no event
less  than 10 days  prior  to the date of such  meeting,  be kept on file at the
registered office of the Corporation or at its principal place of business or at
the  office  of its  transfer  agent  or  registrar,  and  shall be  subject  to
inspection by any  stockholder at any time during usual business  hours.  In any
event,  such list shall be produced  and kept open at the time and place of such
meeting and shall be subject to the  inspection  of any  stockholder  during the
whole time of such meeting.

         Section 6.  Special  meetings  of the  stockholders  for any purpose or
purposes,  unless otherwise prescribed by statute, may be called by the Chairman
of the Board,  by the Vice Chairman of the Board or by the President,  and shall
be called by the  President or Secretary at the request in writing of a majority
of the Board of  Directors,  or at the  request in writing of holders of ten per
cent or more of the shares of stock of the  Corporation  issued and  outstanding
and  entitled to vote at the  proposed  meeting.  Such  request  shall state the
purpose or purposes of the proposed meeting.

         Section  7.  Business  transacted  at all  special  meetings  shall  be
confined to the objects stated in the call; provided,  however,  that if all the
stockholders of the  Corporation  entitled to vote shall be present in person or
by proxy,  any  business  pertaining  to the affairs of the  Corporation  may be
transacted.

         Section 8. Notice of annual meetings of stockholders  and notice of any
special meeting of  stockholders  for the election of directors or for any other
purpose,  unless otherwise provided by statute, shall be delivered personally or
mailed,  not less than ten nor more than fifty days before the meeting,  to each
person who appears on the books of the Corporation as a stockholder  entitled to
vote  at said  meeting.  In the  event  of the  adjournment  of any  meeting  of
stockholders,  for whatever reason, for 30 days or more, notice of the adjourned
meeting shall be delivered  personally or mailed not less than ten nor more than
fifty days before the date for such adjourned  meeting to each person whose name
appears on the books of the  Corporation  as a  stockholder  entitled to vote at
said adjourned  meeting.  Any such notice may be either  written or printed,  or
partly  written  and partly  printed,  and if mailed it shall be directed to the
stockholder at his address as it appears on the books of the  Corporation.  Such
notice shall  briefly  state the business  which it is proposed to present or to
submit to such meeting.
         Section 9. Conduct of Meeting. The Board of Directors shall be entitled
to make such rules,  regulations  and  procedures for the conduct of meetings of
stockholders as it shall deem necessary,  appropriate or convenient.  Subject to
such rules,  regulations  and procedures of the Board of Directors,  if any, the
chairman of the meeting  shall have the right and  authority to  prescribe  such
rules, regulations and procedures and to do all such acts as, in the judgment of
such chairman,  are necessary,  appropriate or convenient for the proper conduct
of the meeting,  including,  without  limitation,  establishing (a) an agenda or
order of business for the meeting,  (b) rules,  regulations  and  procedures for
maintaining  order  at  the  meeting  and  the  safety  of  those  present,  (c)
limitations on  participation  in such meeting to  stockholders of record of the
Corporation  and their duly  authorized and  constituted  proxies and such other
persons as the chairman shall permit,  (d)  restrictions on entry to the meeting
after the time fixed for the commencement  thereof,  (e) limitations on the time
allotted to questions or comments by participants and (f) rules, regulations and
procedures  governing  the opening and  closing of the polls for  balloting  and
matters which are to be voted on by ballot.  Unless and to the extent determined
by  the  Board  of  Directors  or  the  chairman  of the  meeting,  meetings  of
stockholders  shall  not be  required  to be held in  accordance  with  rules of
parliamentary procedure.

                                   ARTICLE IV
                                    DIRECTORS

         Section  1. The  property  and  business  of the  Corporation  shall be
managed  by its  Board  of  Directors.  The  number  of  directors  which  shall
constitute the entire Board of Directors shall be fixed from time to time by the
vote of a majority of the entire Board, but such number shall in no case be less
than nine nor more than twenty.  Each director  shall own at least 100 shares of
Common Stock of the Corporation.  Except as otherwise  provided by statute or in
the Articles of Incorporation, the term of each director heretofore or hereafter
elected shall be from the time of his election and qualification until the third
annual  meeting  following his election and until his successor  shall have been
duly elected and shall have qualified.

         The  vote of at least  80% of the  shares  of stock of the  Corporation
entitled to vote shall be required to remove an incumbent member of the Board of
Directors except for cause. "For Cause" shall mean fraudulent or dishonest acts,
or gross abuse of authority in discharge of duties to the  Corporation and shall
be established  after written notice of specific charges and opportunity to meet
and refute such charges.

         Section 2. In addition to the powers and  authorities  by these  Bylaws
expressly  conferred  upon them,  the Board may  exercise  all such power of the
Corporation  and do all such  lawful acts and things as are not by statute or by
the  Articles of  Incorporation  or by these  Bylaws  directed or required to be
exercised or done by the stockholders. A director or officer of this Corporation
shall not be  disqualified  by his office from dealing or  contracting  with the
Corporation  either  as  a  vendor,   purchaser  or  otherwise,  nor  shall  any
transaction or contract of this Corporation be void or voidable solely by reason
of the fact that any  director  or officer or any firm of which any  director or
officer is a member or  employee,  or any  corporation  of which any director or
officer  is a  shareholder,  director,  officer  or  employee,  is  in  any  way
interested in such transaction or contract,  provided that the material facts as
to such interest and as to such  transaction  or contract are disclosed or known
to the  Board  of  Directors  or the  Executive  Committee  and  noted  in their
respective  minutes,  or to the  stockholders  entitled  to  vote  with  respect
thereto,  as the case may be, and that such  transaction or contract is or shall
be  authorized,  ratified or approved  either (1) by the vote of a majority of a
quorum of the Board of  Directors  or of the  Executive  Committee,  or (2) by a
majority  of the votes cast by holders of shares of stock  entitled to vote with
respect  thereto,  without  counting (except for quorum purposes) the vote of or
shares  held or  controlled  and voted by, as the case may be, any  director  so
interested  or member or  employee  of a firm so  interested  or a  shareholder,
director,  officer or employee of a  corporation  so  interested;  nor shall any
director  or officer be liable to account  to the  Corporation  for any  profits
realized  by and from or  through  any such  transaction,  or  contract  of this
Corporation authorized,  ratified or approved as aforesaid by reason of the fact
that he or any firm of which he is a member or employee,  or any  corporation of
which he is a shareholder,  director, officer or employee was interested in such
transaction or contract.


<PAGE>


                                    ARTICLE V
                              MEETINGS OF THE BOARD

         Section 1. Within 10 days following the annual meeting of  stockholders
for the election of directors,  the Chief Executive Officer shall call a meeting
of the newly elected Board for the purpose of organization, election of officers
and  transaction  of other  business,  such meeting to be held at such time, not
later than 15 days after such annual meeting of stockholders, and place as shall
be specified by the Chief  Executive  Officer.  The  Secretary or other  officer
performing  his  duties  shall  give  notice,  either  personally  or by mail or
telegram,  to each director not less than four business days before the meeting,
provided,  however,  that no notice of such  meeting need be given if all of the
directors  are present or if those not  present  sign  waivers of notice  either
before or after the meeting. In the event that the Chief Executive Officer shall
fail  to call  such  meeting  within  10  days  after  such  annual  meeting  of
stockholders, as aforesaid, the newly elected Board shall meet at the registered
office of the Corporation,  in Columbia,  South Carolina, at 2:00 p.m. Columbia,
South  Carolina  time, on the fifteenth  day  following  such annual  meeting of
stockholders,  if not a legal  holiday,  and if a legal holiday then on the next
business day following.

         Section 2. Regular  meetings of the Board may be held without notice at
such time and place as shall from time to time be designated by the Board.

         Section 3. Special  meetings of the Board may be called by the Chairman
of the  Board,  the  Vice  Chairman  of the  Board or the  President  or any two
directors  and may be held at the  time  and  place  designated  in the call and
notice of the meeting.  The  Secretary or other  officer  performing  his duties
shall  give  notice  either  personally  or by mail or  telegram  not less  than
twenty-four hours before the meeting. Meetings may be held at any time and place
without  notice if all the  directors  are present or if those not present  sign
waivers of notice either before or after the meeting.

         Section 4. At all  meetings of the Board a majority of the total number
of directors  then in office shall be necessary  and  sufficient to constitute a
quorum  for the  transaction  of  business,  and the  act of a  majority  of the
directors  present at any meeting at which there is a quorum shall be the act of
the Board of  Directors,  except as may be  otherwise  specifically  provided by
statute or by the Articles of Incorporation or by these Bylaws.

         Section 5. Any regular or special meeting of the Board may be adjourned
to any other time at the same or any other place by a majority of the  directors
present  at the  meeting,  whether  or not a  quorum  shall be  present  at such
meeting,  and no notice of the adjourned  meeting  shall be required  other than
announcement at the meeting.

         Section 6.  Directors,  other than those who are  salaried  officers or
employees  of  the  Corporation  or of any  affiliated  Company,  shall  receive
compensation  for their  services as directors at an annual rate as shall be set
from time to time by resolution of the Board of Directors,  payable in quarterly
installments  at the  beginning  of each  quarter of the  calendar  year and, in
addition  thereto,  each such director shall receive such  compensation for each
meeting  of the Board,  or of any  committee  of the Board,  which he shall have
attended,  as  shall  be set by  resolution  of the  Board  of  Directors,  such
additional compensation to be paid as soon as practicable after the date of such
meeting.  All directors  shall be reimbursed  for their  reasonable  expenses of
attendance,  if any,  at  each  regular  or  special  meeting  of the  Board  of
Directors.

         Section 7.  Directors  who are  salaried  officers or  employees of the
Corporation  or of any  affiliated  Company and who are members of the Executive
Committee  shall receive no  compensation  for their services as such members in
addition to such  compensation  as may be paid to them as officers or directors,
but shall be  reimbursed  for their  reasonable  expenses,  if any, in attending
meetings of the Executive  Committee,  or otherwise  performing  their duties as
members of the Executive Committee.

                                   ARTICLE VI
                         EXECUTIVE AND OTHER COMMITTEES

         Section 1. The Board of  Directors  may,  by vote of a majority  of the
full Board,  designate  three or more of their number to constitute an Executive
Committee,  to hold  office for one year and until their  respective  successors
shall be  designated.  Such  Executive  Committee  shall advise with and aid the
officers of the  Corporation  in all matters  concerning  its  interests and the
management of its business,  and shall, between sessions of the Board, except as
otherwise  provided by law, have all the powers of the Board of Directors in the
management of the business and affairs of the Corporation,  and shall have power
to authorize the seal of the  Corporation  to be affixed to all papers which may
require  it.  The  taking of any  action  by the  Executive  Committee  shall be
conclusive  evidence  that the Board of Directors was not in session at the time
of such action.

         The Board of  Directors  may,  by vote of a majority of the full Board,
appoint from among their number, one or more additional  committees,  consisting
of three or more  directors,  which  shall have such powers and duties as may be
fixed by the resolution of the Board of Directors appointing such Committee.

         Section  2. The  Executive  Committee  shall  cause to be kept  regular
minutes of its proceedings,  which may be transcribed in the regular minute book
of the Corporation,  and all such proceedings  shall be reported to the Board of
Directors at its next  succeeding  meeting,  and shall be subject to revision or
alteration  by the  Board,  provided  that no rights of third  persons  shall be
affected by such revision or alteration.  A majority of the Executive  Committee
shall  constitute  a quorum at any meeting.  The  Executive  Committee  may take
action  without a meeting  on the  written  approval  of such  action by all the
members of the  Committee.  The Board of Directors  may by vote of a majority of
the full Board fill any  vacancies in the  Executive  Committee.  The  Executive
Committee  may,  from  time to time,  subject  to the  approval  of the Board of
Directors,  prescribe  rules and  regulations  for the  calling  and  conduct of
meetings of the Committee,  and other matters  relating to its procedure and the
exercise of its powers.

         Section 3. Other  committees  appointed  by the Board shall cause to be
kept regular  minutes of their  proceedings  and in general the provisions as to
procedure for such committees  shall be that set forth above with respect to the
Executive Committee.

                                   ARTICLE VII
                                    OFFICERS

         Section  1. The  officers  of the  Corporation  shall be elected by the
Board of Directors. They shall include a President, one or more Vice Presidents,
a  Secretary,  a Treasurer  and a  Controller  and may include a Chairman of the
Board and a Vice  Chairman of the Board.  In the event there shall be a Chairman
of the Board and a Vice  Chairman  of the Board,  the Board of  Directors  shall
designate  whether the Chairman of the Board,  the Vice Chairman of the Board or
the President shall be the Chief Executive Officer of the Corporation.  If there
shall be no Chairman of the Board or Vice  Chairman of the Board,  the President
shall be the Chief Executive Officer of the Corporation. Any two or more of such
offices  except those of Treasurer  and  Controller  may be occupied by the same
person; provided, however, the same person may not act in more than one capacity
where action by two or more officers is required.

         Section  2. The  Board of  Directors,  at its first  meeting  after the
election of directors by the  stockholders,  shall elect from among its members,
if it deems proper, a Chairman of the Board and a Vice Chairman of the Board. It
shall also elect a President  and one or more Vice  Presidents,  a Secretary,  a
Treasurer and a Controller, none of whom need be members of the Board.

         The Board of Directors,  at any meeting, may elect such additional Vice
Presidents, and such Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and Assistant Controllers, as it shall deem necessary, none of whom
need be members of the Board.

         Section 3. The Board of Directors, at any meeting, may elect or appoint
such other officers and agents as it shall deem necessary. The tenure and duties
of such  officers and agents shall be fixed by the Board of Directors or, in the
absence  of any  action by the Board of  Directors  so fixing  such  tenure  and
duties,  the tenure and duties shall be fixed by the Chief Executive  Officer of
the  Corporation,  or by such  officers  or  department  heads  to whom he shall
delegate such authority.

         Section  4.  The  salaries  and  compensation  of the  officers  of the
Corporation  and of agents of the  Corporation  appointed  by the Board shall be
fixed by the Board of  Directors.  The  salaries and  compensation  of all other
employees of the Corporation shall, in the absence of any action by the Board of
Directors, be fixed by the Chief Executive Officer of the Corporation.

         Section 5. The officers of the Corporation  elected pursuant to Section
2 of this Article VII shall hold office until the first  meeting of the Board of
Directors  after the next succeeding  annual meeting of  stockholders  and until
their  successors  are elected and qualify in their stead.  The Chief  Executive
Officer may be removed at any time,  with or without cause,  by the  affirmative
vote of a majority of the total  number of directors  then in office.  Any other
officer or  employee  of the  Corporation  may be  removed at any time,  with or
without cause,  either (a) by vote of a majority of the directors present at any
meeting of the Board of Directors  at which a quorum is present,  or (b) by vote
of a majority of the  members of the  Executive  Committee,  or (c) by the Chief
Executive  Officer of the  Corporation or by any officer who shall be exercising
the powers of the Chief Executive Officer of the Corporation, or by any superior
of such  employee to whom such power of removal  shall be delegated by the Chief
Executive Officer of the Corporation or the officer exercising the powers of the
Chief Executive Officers of the Corporation.

                                  ARTICLE VIII
                             CHIEF EXECUTIVE OFFICER

         Section  1.  The  Chief  Executive  Officer  of the  Corporation  shall
supervise,  direct and control the  conduct of the  business of the  Corporation
subject,  however,  to the general policies determined by the Board of Directors
and the Executive Committee, if there be one.

         He shall be a member  of the  Executive  Committee  and all  committees
appointed  by the  Board  of  Directors,  except  the  Audit  Committee  and the
Long-Term  Compensation  Committee  and any  committee  or  subcommittee  making
recommendations of performance awards in shares of Company stock, shall have the
general  powers and duties usually  vested in the chief  executive  officer of a
corporation,  and shall have such other  powers and perform such other duties as
may be  prescribed  from time to time by law,  by the  Bylaws or by the Board of
Directors.

         He shall,  whenever it may in his opinion be  necessary,  prescribe the
duties of  officers  and  employees  of the  Corporation  whose  duties  are not
otherwise defined.

         He shall have power to remove at any time,  with or without cause,  any
employee or officer of the Corporation.  He may, in accordance with Section 5 of
Article VII of these Bylaws, delegate such power of removal.

                                   ARTICLE IX
                              CHAIRMAN OF THE BOARD

         Section 1. The Chairman of the Board, if there be one, shall preside at
all meetings of the Board of Directors and of the  stockholders,  except when by
statute the election of a presiding officer shall be required.

         He shall, if designated  Chief Executive  Officer pursuant to Section 1
of Article  VII of these  Bylaws,  have all the powers  and duties  granted  and
delegated to the Chief  Executive  Officer by Section 1 of Article VIII of these
Bylaws.  In  such  event  he may  sign  in the  name  of  and on  behalf  of the
Corporation any and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the  Corporation  and,
if authorized by the Board of Directors or the Executive Committee,  may sign in
the name of and on behalf of the Corporation any other contracts,  agreements or
instruments of any nature pertaining to the business of the Corporation.

         He shall have such other powers and perform such other duties as may be
prescribed from time to time by law, by the Bylaws or by the Board of Directors.


<PAGE>


                                    ARTICLE X
                         THE VICE CHAIRMAN OF THE BOARD

         Section 1. The Vice Chairman of the Board shall,  in the absence of the
Chairman,  preside  at  all  meetings  of  the  Board  of  Directors  and of the
stockholders,  except when by statute the election of a presiding  officer shall
be required.

         He shall, if designated  Chief Executive  Officer pursuant to Section 1
of Article  VII of these  Bylaws,  have all the powers  and duties  granted  and
delegated to the Chief  Executive  Officer by Section 1 of Article VIII of these
Bylaws.  In  such  event  he may  sign  in the  name  of  and on  behalf  of the
Corporation any and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the  Corporation  and,
if authorized by the Board of Directors or the Executive Committee,  may sign in
the name of and on behalf of the Corporation any other contracts,  agreements or
instruments of any nature pertaining to the business of the Corporation.

         He shall have such other powers and perform such other duties as may be
prescribed from time to time by law, by the Bylaws or by the Board of Directors.

                                   ARTICLE XI
                                  THE PRESIDENT

         Section 1. The President  shall,  in the absence of the Chairman of the
Board or the Vice Chairman of the Board, preside at all meetings of the Board of
Directors  and of the  stockholders,  except when by statute  the  election of a
presiding officer shall be required.

         He shall,  if designated  Chief  Executive  Officer of the  Corporation
pursuant  to Section 1 of Article VII of these  Bylaws,  have all the powers and
duties  granted and  delegated  to the Chief  Executive  Officer by Section 1 of
Article VIII of these Bylaws.

         In the event there shall be a Chairman of the Board or a Vice  Chairman
of the Board who shall have been  designated as Chief  Executive  Officer of the
Corporation  pursuant  to Section 1 of  Article  VII of these  Bylaws,  then the
President  shall have such  powers and duties as may be  assigned  to him by the
Chairman  of the Board or the Vice  Chairman of the Board of  Directors.  In the
absence or  disability  of the Chairman of the Board or the Vice Chairman of the
Board,  he shall have all the powers and duties of the  Chairman of the Board or
the Vice Chairman of the Board.

         He may sign in the name of and on behalf of the Corporation any and all
contracts,  agreements or other instruments pertaining to matters which arise in
the ordinary  course of business of the  Corporation  and, if  authorized by the
Board of Directors or the  Executive  Committee,  may sign in the name of and on
behalf of the Corporation any other contracts,  agreements or instruments of any
nature pertaining to the business of the Corporation.

         He shall have such other powers and perform such other duties as may be
prescribed from time to time by law, by the Bylaws or by the Board of Directors.

                                   ARTICLE XII
                               THE VICE PRESIDENT

         Section 1. The Vice  President  shall,  in the absence or disability of
the  President,  perform the duties and exercise the powers of the President and
shall perform such other duties as the Board of Directors may prescribe.

         The  Vice  President  may  sign  in the  name of and on  behalf  of the
Corporation  contracts,  agreements,  or other instruments pertaining to matters
which arise in the  ordinary  course of business of the  Corporation,  except in
cases where the signing  thereof  shall be  expressly  delegated by the Board of
Directors  or the  Executive  Committee  to some  other  officer or agent of the
Corporation. If authorized by the Board of Directors or the Executive Committee,
he may sign in the name of and on behalf of the Corporation any other contracts,
agreements  or  instruments  of any nature  pertaining  to the  business  of the
Corporation.  He shall have such other  powers and perform  such other duties as
may be  prescribed  from time to time by law,  by the  Bylaws or by the Board of
Directors.

         If there be more than one Vice President, the Board of Directors or the
Chief Executive  Officer of the Corporation shall assign to such Vice Presidents
their respective duties.

                                  ARTICLE XIII
                                  THE SECRETARY

         Section 1. The Secretary shall attend all sessions of the Board and all
meetings  of the  stockholders  and  record  all  votes and the  minutes  of all
proceedings in a book to be kept for that purpose; and shall perform like duties
for the committees  appointed by the Board of Directors when required.  He shall
give, or cause to be given,  notice of all meetings of the  stockholders  and of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or Chief Executive Officer, under whose supervision he
shall be. He shall be sworn to the faithful  discharge of his duty.  Any records
kept by him shall be the  property of the  Corporation  and shall be restored to
the  Corporation in case of his death,  resignation,  retirement or removal from
office.  He or his agent shall be the custodian of the seal of the  Corporation,
the stock ledger,  stock  certificate  book and minute books of the Corporation,
and its  committees,  and other  formal  records and  documents  relating to the
corporate affairs of the Corporation.

         Section 2. The  Assistant  Secretary  or  Assistant  Secretaries  shall
assist the Secretary in the performance of his duties,  exercise and perform his
powers and  duties,  in his  absence or  disability,  and such other  powers and
duties as may be conferred or required by the Board.

                                   ARTICLE XIV
                                  THE TREASURER

         Section 1. The Treasurer  shall have the custody of the corporate funds
and  securities  and shall  keep full and  accurate  accounts  of  receipts  and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation,  in
such  depositories  as may be  designated by the Board of Directors or as may be
designated by persons to whom the Board of Directors delegates such authority.

         He shall disburse the funds of the Corporation in such manner as may be
ordered by the Board, taking proper vouchers for such  disbursements,  and shall
render to the Chief Executive Officer and directors,  at the regular meetings of
the Board,  or whenever they may require it, an account of all his  transactions
as Treasurer and of the financial condition of the Corporation.

         He shall  give  the  Corporation  a bond if  required  by the  Board of
Directors in a sum, and with one or more sureties satisfactory to the Board, for
the faithful performance of the duties of his office, and for the restoration to
the Corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

         Section 2. The Assistant Treasurer or Assistant Treasurers shall assist
the Treasurer in the performance of his duties,  exercise and perform his powers
and duties,  in his absence or  disability,  and such other powers and duties as
may be conferred or required by the Board.

                                   ARTICLE XV
                                 THE CONTROLLER

         Section 1. The  controller  of the  Corporation  shall be the principal
accounting  officer of the  Corporation.  He shall have full  control of all the
books of the  Corporation  and keep a true and  accurate  record of all property
owned by it, of its debts and of its revenues and  expenses,  and shall keep all
accounting  records of the  Corporation  other than the record of  receipts  and
disbursements  and those  relating to deposit or custody of money and securities
of the  Corporation,  which shall be kept by the Treasurer,  and shall also make
reports to the directors and others of or relating to the financial condition of
the  Corporation.  He shall exhibit at all reasonable times his books of account
and records to any director of the Corporation upon application  during business
hours at the office of the Corporation  where such books of accounts and records
are kept.
         He shall  perform  all  duties  generally  incident  to the  office  of
Controller  and shall have such other  powers and duties as,  from time to time,
may be prescribed by law, by the Bylaws, or by the Board of Directors.


<PAGE>


         Section 2. The  Assistant  Controller  or Assistant  Controllers  shall
assist the Controller in the performance of his duties, exercise and perform his
powers and  duties,  in his  absence or  disability,  and such other  powers and
duties as may be conferred or required by the Board of Directors.

                                   ARTICLE XVI
                                    VACANCIES

         Section 1. Except as  otherwise  provided by statute or in the Articles
of Incorporation, newly created directorships resulting from any increase in the
authorized  number of directors or any  vacancies  in the Board  resulting  from
death,  resignation,  retirement,  disqualification,  removal from office or any
other  cause  shall be filled  only by the Board of  Directors  then in  office,
although  less than a quorum.  A Director  elected to fill a vacancy  shall hold
office until the next stockholders'  meeting at which Directors of any class are
elected. If the office of any officer of the Corporation shall become vacant for
any reason,  the Board of Directors,  by a majority vote of those present at any
meeting at which a quorum is present,  may elect a successor or successors,  who
shall hold  office  for the  unexpired  term in  respect  of which such  vacancy
occurred.
                                  ARTICLE XVII
                                  RESIGNATIONS

         Section 1. Any officer or any director of the Corporation may resign at
any time,  such  resignation  to be made in writing  and to take effect from the
time of its  receipt  by the  Corporation,  unless  some  time be  fixed  in the
resignation,  and then from that time. The acceptance of a resignation shall not
be  required  to make it  effective.  A vacancy  shall be  deemed to exist  upon
receipt by the  Corporation  of such written  resignation,  and a successor may,
then or  thereafter,  be elected to take  office when such  resignation  becomes
effective.
                                  ARTICLE XVIII
                       DUTIES OF OFFICERS MAY BE DELEGATED

         Section 1. In case of the absence of any officer of the Corporation, or
for any other reason the Board may deem sufficient,  the Board may delegate, for
the time being,  the powers or duties,  or any of them,  of such officers to any
other officer or to any director.
                                   ARTICLE XIX
                           STOCK OF OTHER CORPORATIONS

         Section 1. The Board of Directors shall have the right to authorize any
officer or other person on behalf of the Corporation to attend,  act and vote at
meetings,  of the stockholders of any corporation in which the Corporation shall
hold stock,  and to exercise  thereat any and all the rights and powers incident
to the ownership of such stock and to execute waivers of notice of such meetings
and calls  therefor;  and  authority may be given to exercise the same either on
one or more designated occasions, or generally on all occasions until revoked by
the Board.  In the event that the Board shall fail to give such authority it may
be exercised by the Chief  Executive  Officer of the Corporation in person or by
proxy appointed by him on behalf of the Corporation.


<PAGE>


                                   ARTICLE XX
                              CERTIFICATES OF STOCK

         Section  1.  The  certificates  of stock  of the  Corporation  shall be
entered in the books of the Corporation as they are issued. No fractional shares
of stock shall be issued. Certificates of stock shall be signed by the President
or a Vice President and by the  Secretary,  or an Assistant  Secretary,  and the
seal of the Corporation  shall be affixed  thereto.  Such seal may be facsimile,
engraved  or  printed.  Where any  certificate  of stock is signed by a transfer
agent or transfer clerk or by a registrar, the signatures of any such President,
Vice President,  Secretary or Assistant  Secretary,  upon such stock certificate
may be facsimiles, engraved or printed. In case any such officer who has signed,
or whose facsimile  signature has been placed upon,  such  certificate of stock,
shall have ceased to be such officer before such certificate of stock is issued,
it may be issued by the Corporation  with the same effect as if such officer had
not ceased to be such at the date of its issue.

                                   ARTICLE XXI
                               TRANSFERS OF STOCK

         Section  1.  Transfer  of  stock  shall  be  made on the  books  of the
Corporation only by the person named in the certificate or by attorney, lawfully
constituted in writing, and upon surrender of the certificate therefor.

                                  ARTICLE XXII
                              FIXING OF RECORD DATE

         Section 1. The Board of Directors is hereby  authorized  to fix a time,
not less than ten (10) days nor more than fifty (50) days  preceding the date of
any meeting of stockholders or the date fixed for the payment of any dividend or
the making of any  distribution,  or for the  delivery of evidences of rights or
evidences  of  interests  arising out of any change,  conversion  or exchange of
shares of stock,  as a record  date for the  determination  of the  stockholders
entitled  to notice of and to vote at such  meeting or  entitled  to receive any
such  dividend,  distribution,  rights or interest,  as the case may be; and all
persons who are holders of record of shares of stock at the date so fixed and no
others,  shall be  entitled to notice of and to vote at such  meeting,  and only
stockholders  of record at such  date  shall be  entitled  to  receive  any such
notice,  dividend,  distribution,  rights or interests;  and the stock  transfer
books shall not be closed during any such period.

                                  ARTICLE XXIII
                             REGISTERED STOCKHOLDERS

         Section 1. The  Corporation  shall be  entitled to treat the holders of
record  of any  share or  shares  of stock as the  holder  in fact  thereof  and
accordingly  shall not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the statutes
of the State of South Carolina.

                                  ARTICLE XXIV
                                LOST CERTIFICATES

         Section 1. Whenever any  stockholder  shall desire a new certificate of
stock to replace an original certificate of stock which has been lost, destroyed
or  wrongfully  taken,  he shall make  application  to the  Corporation  for the
issuance of a new  certificate or certificates in replacement of the certificate
or  certificates  which  were  lost,  destroyed  or  wrongfully  taken  and  the
Corporation  may issue a  certificate  or  certificates  in  replacement  of the
certificate or certificates  referred to in such  stockholders  application upon
such  terms and  indemnity  to the  Corporation  as the Board of  Directors  may
prescribe.

         Upon completion by a stockholder of the  requirements  set forth in the
preceding  paragraph,  the Corporation shall issue a certificate or certificates
in  replacement  of  the  certificate  or  certificates   referred  to  in  such
stockholder's  application if such  application  is received by the  Corporation
before it has notice  that such  certificate  or  certificates  has or have been
acquired by a bona fide purchaser.

                                   ARTICLE XXV
                               INSPECTION OF BOOKS

         Section 1. The Board of Directors shall have power to determine whether
and to what extent,  and at what time and places and under what  conditions  and
regulations,  the  accounts and books of the  Corporation  (other than the books
required by statute to be open to the  inspection  of  stockholders),  or any of
them, shall be open to the inspection of stockholders,  and no stockholder shall
have any right to inspect any  account or book or  document of the  Corporation,
except as such  right may be  conferred  by the  statutes  of the State of South
Carolina or by resolution of the directors or of the stockholders.


<PAGE>


                                  ARTICLE XXVI
                   CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS

         Section 1. All checks or demands for money and notes of the Corporation
shall be signed by such person or persons (who may but need not be an officer or
officers of the  Corporation)  as the Board of  Directors  may from time to time
designate  or as may be  designated  by persons  to whom the Board of  Directors
delegates such  authority.  The Board of Directors  shall have authority to make
provision,  with proper safeguards,  for the signatures to appear on all checks,
including,  but  not  by  way of  limitation,  payroll  checks,  to be  made  by
facsimile, whether engraved or printed. Whenever the seal of this Corporation is
to be affixed to any instrument  being  executed on behalf of this  Corporation,
such seal shall be affixed  thereto by the  Secretary or an Assistant  Secretary
and the fact of such  affixation  shall be attested to by the person so affixing
the seal.

                                  ARTICLE XXVII
                             RECEIPT FOR SECURITIES

         Section 1. All receipts for stocks,  bonds or other securities received
by the Corporation  shall be signed by the Treasurer or an Assistant  Treasurer,
or by such  other  person or  persons  as the Board of  Directors  or  Executive
Committee shall designate.

                                 ARTICLE XXVIII
                                   FISCAL YEAR

         Section 1. The fiscal year shall begin the first day of January in each
 year.


<PAGE>


                                  ARTICLE XXIX
                                    RESERVES

         Section  1.  The  Board  of  Directors  shall  have  power  to fix  and
determine,  and from time to time to vary,  the amount to be reserved as working
capital; to determine whether any, or if any, what part of any, surplus shall be
declared  and  paid  as  dividends,  to  determine  the  date or  dates  for the
declaration  or payment of  dividends  and to direct and  determine  the use and
disposition  of any  surplus,  and before  payment of any dividend or making any
distribution  of  surplus  there  may be set  aside  out of the  surplus  of the
Corporation  such  sum or sums as the  directors  from  time to  time,  in their
absolute  discretion,  think proper as a reserve fund to meet contingencies,  or
for equalizing  dividends,  or for repairing or maintaining  any property of the
Corporation, or for such other purpose as the directors shall think conducive to
the interests of the Corporation.

                                   ARTICLE XXX
                                     NOTICES

         Section 1. In addition to the telegraphic notice permitted by Section 3
of Article V of these  Bylaws,  whenever  under the  provisions  of these Bylaws
notice is required to be given to any director, officer or stockholder, it shall
not be construed  to require  personal  notice,  but such notice may be given in
writing, by mail, by depositing a copy of the same in a post office,  letter box
or mail chute,  maintained by the Post Office  Department,  in a postpaid sealed
wrapper,  addressed to such stockholder,  officer or director, at his address as
the same appears on the books of the Corporation.

         A stockholder,  director or officer may waive any notice required to be
given to him under these Bylaws.

                                  ARTICLE XXXI
                             INSPECTORS OF ELECTION

         Section 1.  Prior to every  meeting  of the  stockholders  the Board of
Directors  may  appoint  any odd  number of  inspectors  of  election  to act as
inspectors  at such  meeting.  In the  event  that  inspectors  shall  not be so
appointed,  they shall be appointed by the person  presiding at such meeting and
if any inspector shall refuse to serve, or neglect to attend such meeting or his
office becomes vacant,  the person  presiding at the meeting may appoint another
inspector in his place.  The  inspectors  appointed to act at any meeting of the
stockholders shall, before entering upon the discharge of their duties, be sworn
faithfully  to execute  the duties of  inspector  at such  meeting  with  strict
impartiality and according to the best of their ability.

                                  ARTICLE XXXII
                 DIRECTOR, OFFICER AND EMPLOYEE INDEMNIFICATION

         Section  1.  The  Corporation  shall  indemnify  any  and  all  of  its
employees,  officers,  or directors,  or former officers or directors (including
their heirs, executors,  and administrators),  or any person who may have served
at its request or by its election,  designation,  or request as a member, agent,
employee,  director or officer of any other  corporation or partner,  trustee or
otherwise,  of  any  organization  against  expenses  actually  and  necessarily
incurred by them in  connection  with the defense or  settlement  of any action,
suit or proceeding  (which shall include any threatened,  pending,  or completed
action,   suit  or   proceeding,   whether  civil,   criminal,   administrative,
investigative  or  arbitrative) in which they, or any of them, are made parties,
or a party,  by reason of being or having been agents,  employees,  directors or
officers of the Corporation,  or of such other organization,  except in relation
to matters as to which any such agent,  employee,  director or officer or former
employee,  director or officer or person shall be adjudged in such action,  suit
or proceeding to be liable for willful misconduct in the performance of duty and
to such matters, as shall be settled by agreement predicated on the existence of
such  liability.  Such  indemnity  shall be in  accordance  with a written  plan
adopted by the Board of Directors,  which plan shall be in  accordance  with the
law of South Carolina.  The indemnification  provided hereby shall not be deemed
exclusive of any other right to which anyone seeking  indemnification  hereunder
may be entitled under any By-Law,  agreement, or otherwise.  The Corporation may
purchase and maintain insurance on the behalf of any director,  officer,  agent,
employee or former  employee,  director or officer or other person,  against any
liability asserted against them and incurred by them.

                                 ARTICLE XXXIII
                                   AMENDMENTS

         Section 1.  Except as  otherwise  provided  in Section 2 below,  any of
these Bylaws may be altered, amended or repealed,  and/or one or more Bylaws may
be  adopted,  at a meeting of the  stockholders,  by a vote of the  holders of a
majority  of all shares of stock  entitled  to vote to elect  directors  who are
entitled to vote at such meeting,  provided that written notice of such proposed
alteration,  amendment,  repeal and/or adoption,  as the case may be, shall have
been given to all such  stockholders at least ten days before such meeting.  Any
of these Bylaws may also be altered, amended or repealed, and/or one or more new
Bylaws  may be  adopted,  by the vote of a  majority  of all  directors  then in
office, at a meeting of the Board of Directors, provided that the notice of such
meeting  includes therein notice of such  alteration,  amendment,  repeal and/or
adoption,  as the case may be. At a meeting thereof,  the  stockholders,  by the
vote of the  holders of a majority  of all shares of stock  entitled  to vote to
elect  directors  who are  entitled  to vote at such  meeting,  may  repeal  any
alteration  or amendment  of these Bylaws made by the Board of Directors  and/or
reinstate any of these Bylaws repealed by the Board of Directors,  and/or repeal
any new By-Law adopted by the Board of Directors.

         Section 2.  Notwithstanding  the  provisions  of  Section 1 above,  any
alteration,  amendment or repeal by the stockholders of Section 1 of Article IV,
Section 1 of Article XVI or this Section 2 of Article XXXIII of these Bylaws, or
the adoption by the stockholders of any new By-Law inconsistent with any of such
Sections, shall require the vote of the holders of at least 80% of all shares of
stock  entitled  to vote to elect  directors  who are  entitled  to vote at such
meeting.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>SCE&G BY-LAWS
<TEXT>






                                     BYLAWS

                                       OF

                      SOUTH CAROLINA ELECTRIC & GAS COMPANY


                        (Subsidiary of SCANA Corporation)




                             AS REVISED AND AMENDED
                                FEBRUARY 22, 2000



<PAGE>


                                    ARTICLE I

                                     OFFICES

         Section 1. The principal office of the Corporation, which shall also be
designated as its registered  office,  shall be located in the City of Columbia,
County of Richland, State of South Carolina.

         Section 2. The Corporation may also have offices and places of business
at such other  places,  within or without  the State of South  Carolina,  as the
Board of  Directors  may from  time to time  determine  or the  business  of the
Corporation may require.

                                   ARTICLE II
                                      SEAL

         Section 1. The corporate seal shall have inscribed  thereon the name of
the Corporation, the year of its organization and the words "South Carolina". If
authorized by the Board of Directors,  the corporate  seal may be affixed to any
certificates of stock, bonds, debentures, notes or other engraved,  lithographed
or printed  instruments,  by engraving,  lithographing  or printing thereon such
seal or a facsimile  thereof,  and such seal or  facsimile  thereof so engraved,
lithographed  or printed  thereon shall have the same force and effect,  for all
purposes, as if such corporate seal had been affixed thereto by indentation.



<PAGE>


                                   ARTICLE III
                             STOCKHOLDERS' MEETINGS

         Section 1. Written or printed notices for annual or special meetings of
stockholders  shall state the place,  day and hour of such meetings and, in case
of special meetings, the purpose or purposes for which the meetings are called.

         Section 2. Annual meetings of the stockholders  shall be held on a date
and at a time and place selected by the Board of Directors.  Such meeting may be
held either within or without the State of South Carolina. The Board will select
a date at said meeting for the following  year with the date  occurring  between
April 16 and April 30 of said year,  when they shall elect  members of the Board
of Directors in accordance with the provisions of the Corporation's  Articles of
Incorporation and transact such other business as may properly be brought before
the meeting.

         Section 3. Except as  otherwise  provided  by law,  by the  Articles of
Incorporation  as the same may be amended from time to time,  or by these Bylaws
as they may be amended  from time to time,  the  holders  of a  majority  of the
shares of stock of the  Corporation  issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
any meeting of the stockholders for the transaction of business.

         If,  however,  such quorum shall not be present or  represented at such
meeting of the stockholders,  the stockholders entitled to vote thereat, present
in person or represented by proxy,  shall have the power,  by a majority vote of
those  present,  to adjourn the meeting from time to time without notice (unless
otherwise  provided  in  Article 10 hereof)  other than by  announcement  at the
meeting,  until a quorum  shall be present  or  represented.  At such  adjourned
meeting at which a quorum  shall be present or  represented  any business may be
transacted  which may have been transacted at the meeting as originally  noticed
provided  notice of such adjourned  meeting,  when required by Section 7 of this
Article, shall have been given or waived.

         Section 4. At each meeting of the stockholders each stockholder  having
the right to vote shall be entitled to vote in person,  or by proxy appointed by
written  or  printed  instrument  executed  by such  stockholder  or by his duly
authorized  attorney  or  by  telegram  or  cablegram  appearing  to  have  been
transmitted by such stockholder but, except as otherwise provided by statute, no
proxy  shall be valid  after  expiration  of eleven  months from the date of its
execution.  Every proxy shall be dated as of its execution and no proxy shall be
undated or postdated.  Every holder of record of stock having voting power shall
be  entitled  to one vote for every  share of stock  standing in his name on the
books of the  Corporation.  The vote for  directors  and, upon the demand of any
stockholder or his duly authorized  proxy, the vote upon any question before the
meeting shall be by ballot. All elections shall be decided by a plurality of the
votes  cast by the  holders  of the shares  entitled  to vote at the  meeting of
stockholders  and except as otherwise  provided by statute or by the Articles of
Incorporation  all other questions by a majority of the votes cast by holders of
shares entitled to vote on such question at such meeting.

         Section 5.  Special  meetings  of the  stockholders  for any purpose or
purposes,  unless otherwise prescribed by statute, may be called by the Chairman
of the  Board or by the  President,  and shall be  called  by the  President  or
Secretary at the request in writing of a majority of the Board of Directors,  or
at the  request  in  writing of holders of ten per cent or more of the shares of
stock of the  Corporation  issued and  outstanding  and  entitled to vote at the
proposed  meeting.  Such  request  shall  state the  purpose or  purposes of the
proposed meeting.

         Section  6.  Business  transacted  at all  special  meetings  shall  be
confined to the objects stated in the call; provided,  however,  that if all the
stockholders of the  Corporation  entitled to vote shall be present in person or
by proxy,  any  business  pertaining  to the affairs of the  Corporation  may be
transacted.

         Section 7. Notice of annual meetings of stockholders  and notice of any
special meeting of  stockholders  for the election of directors or for any other
purpose,  unless  waived or  unless  otherwise  provided  by  statute,  shall be
delivered  personally  or  mailed,  not less than ten nor more than  fifty  days
before the meeting,  to each person who appears on the books of the  Corporation
as a  stockholder  entitled  to  vote  at  said  meeting.  In the  event  of the
adjournment of any meeting of stockholders,  for whatever reason, for 30 days or
more,  notice of the adjourned  meeting shall be delivered  personally or mailed
not less than ten nor more than  fifty days  before the date for such  adjourned
meeting to each person whose name appears on the books of the  Corporation  as a
stockholder  entitled to vote at said adjourned meeting.  Any such notice may be
either written or printed,  or partly written and partly printed,  and if mailed
it shall be  directed  to the  stockholder  at his  address as it appears on the
books of the Corporation.  Such notice shall briefly state the business which it
is proposed to present or to submit to such meeting.

                  Section 8. Conduct of Meeting. The Board of Directors shall be
entitled  to make such  rules,  regulations  and  procedures  for the conduct of
meetings of stockholders as it shall deem necessary,  appropriate or convenient.
Subject to such rules,  regulations and procedures of the Board of Directors, if
any, the chairman of the meeting shall have the right and authority to prescribe
such  rules,  regulations  and  procedures  and to do all such  acts as,  in the
judgment of such  chairman,  are  necessary,  appropriate  or convenient for the
proper conduct of the meeting, including,  without limitation,  establishing (a)
an agenda or order of  business  for the  meeting,  (b) rules,  regulations  and
procedures for maintaining order at the meeting and the safety of those present,
(c)  limitations on  participation  in such meeting to stockholders of record of
the Corporation and their duly authorized and constituted proxies and such other
persons as the chairman shall permit,  (d)  restrictions on entry to the meeting
after the time fixed for the commencement  thereof,  (e) limitations on the time
allotted to questions or comments by participants and (f) rules, regulations and
procedures  governing  the opening and  closing of the polls for  balloting  and
matters which are to be voted on by ballot.  Unless and to the extent determined
by  the  Board  of  Directors  or  the  chairman  of the  meeting,  meetings  of
stockholders  shall  not be  required  to be held in  accordance  with  rules of
parliamentary procedure.

                                   ARTICLE IV
                                    DIRECTORS

         Section  1. The  property  and  business  of the  Corporation  shall be
managed by its Board of  Directors.  The number of  directors  shall be not more
than twenty (20).  The directors  shall be elected at the annual  meeting of the
stockholders  or at a special  meeting  called for that  purpose.  Each director
shall be elected to serve  until the next  annual  meeting of  stockholders  and
thereafter until his successor shall be elected and shall qualify.  Any director
may be removed, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors.

         Section 2. In addition to the powers and  authorities  by these  Bylaws
expressly  conferred  upon them,  the Board may  exercise  all such power of the
Corporation  and do all such  lawful acts and things as are not by statute or by
the  Articles of  Incorporation  or by these  Bylaws  directed or required to be
exercised or done by the stockholders. A director or officer of this Corporation
shall not be  disqualified  by his office from dealing or  contracting  with the
Corporation  either  as  a  vendor,   purchaser  or  otherwise,  nor  shall  any
transaction or contract of this Corporation be void or voidable solely by reason
of the fact that any  director  or officer or any firm of which any  director or
officer is a member or  employee,  or any  corporation  of which any director or
officer  is a  shareholder,  director,  officer  or  employee,  is  in  any  way
interested in such transaction or contract,  provided that the material facts as
to such interest and as to such  transaction  or contract are disclosed or known
to the  Board  of  Directors  or the  Executive  Committee  and  noted  in their
respective  minutes,  or to the  stockholders  entitled  to  vote  with  respect
thereto,  as the case may be, and that such  transaction or contract is or shall
be  authorized,  ratified or approved  either (1) by the vote of a majority of a
quorum of the Board of  Directors  or of the  Executive  Committee,  or (2) by a
majority  of the votes cast by holders of shares of stock  entitled to vote with
respect  thereto,  without  counting (except for quorum purposes) the vote of or
shares  held or  controlled  and voted by, as the case may be, any  director  so
interested  or member or  employee  of a firm so  interested  or a  shareholder,
director,  officer or employee of a  corporation  so  interested;  nor shall any
director  or officer be liable to account  to the  Corporation  for any  profits
realized  by and from or  through  any such  transaction,  or  contract  of this
Corporation authorized,  ratified or approved as aforesaid by reason of the fact
that he or any firm of which he is a member or employee,  or any  corporation of
which he is a shareholder,  director, officer or employee was interested in such
transaction or contract.

                                    ARTICLE V
                              MEETINGS OF THE BOARD

         Section 1. The Board of Directors of the Corporation may hold meetings,
both regular and special,  either within or without the State of South Carolina.
If so authorized by law,  members of the Board of Directors may participate in a
meeting  of  the  Board  by  means  of  telephone  conference  call  or  similar
communications  by which all persons  participating in the meeting may hear each
other at the same time.

         Section 2. Regular  meetings of the Board may be held without notice at
such time and place as shall from time to time be designated by the Board.

         Section 3. Special  meetings of the Board may be called by the Chairman
of the Board or the Vice Chairman, if any, or the President or any two directors
and may be held at the time and place  designated  in the call and notice of the
meeting.  The Secretary or other officer performing his duties shall give notice
either  personally or by mail or telegram not less than twenty-four hours before
the meeting.  Meetings may be held at any time and place  without  notice if all
the  directors are present or if those not present sign waivers of notice either
before or after the meeting.

         Section 4. At all  meetings of the Board a majority of the total number
of directors  then in office shall be necessary  and  sufficient to constitute a
quorum  for the  transaction  of  business,  and the  act of a  majority  of the
directors  present at any meeting at which there is a quorum shall be the act of
the Board of  Directors,  except as may be  otherwise  specifically  provided by
statute or by the Articles of Incorporation or by these Bylaws.

         Section 5. Any regular or special meeting of the Board may be adjourned
to any other time at the same or any other place by a majority of the  directors
present  at the  meeting,  whether  or not a  quorum  shall be  present  at such
meeting,  and no notice of the adjourned  meeting  shall be required  other than
announcement at the meeting.

         Section 6. Whenever,  by any provision of law, the vote of directors at
a meeting  thereof is required or permitted to be taken in  connection  with any
corporate  action,  the meeting and vote of directors may be dispensed  with, if
all the directors shall consent in writing to such corporate action being taken.
Such  consents  shall be filed  with the  minutes  of  meetings  of the Board of
Directors.

         Section 7. Directors,  as such, shall not receive any stated salary for
their  services,  but, by resolution of the Board of Directors,  a fixed fee and
expenses of attendance, if any, may be allowed for attendance at each regular or
special  meeting of the Board (or of any committee of the Board),  provided that
nothing  herein  contained  shall be construed  to preclude  any  Director  from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.

         Section 8.  Directors  who are  salaried  officers or  employees of the
Corporation  or of any  affiliated  Company and who are members of the Executive
Committee  shall receive no  compensation  for their services as such members in
addition to such  compensation as may be paid to them as officers,  but shall be
reimbursed for their reasonable  expenses,  if any, in attending meetings of the
Executive  Committee,  or  otherwise  performing  their duties as members of the
Executive Committee.
                                   ARTICLE VI
                         EXECUTIVE AND OTHER COMMITTEES

         Section 1. The Board of  Directors  may,  by vote of a majority  of the
full Board,  designate  three or more of their number to constitute an Executive
Committee,  to hold  office for one year and until their  respective  successors
shall be  designated.  Such  Executive  Committee  shall advise with and aid the
officers of the  Corporation  in all matters  concerning  its  interests and the
management of its business,  and shall, between sessions of the Board, except as
otherwise  provided by law, have all the powers of the Board of Directors in the
management of the business and affairs of the Corporation,  and shall have power
to authorize the seal of the  Corporation  to be affixed to all papers which may
require  it.  The  taking of any  action  by the  Executive  Committee  shall be
conclusive  evidence  that the  Board of  Directors  was not at the time of such
action in session.

         The Board of  Directors  may,  by vote of a majority of the full Board,
appoint from among their number, one or more additional  committees,  consisting
of three or more  directors,  which  shall have such powers and duties as may be
fixed by the resolution of the Board of Directors appointing such Committee.

         Section  2. The  Executive  Committee  shall  cause to be kept  regular
minutes of its proceedings,  which may be transcribed in the regular minute book
of the Corporation,  and all such proceedings  shall be reported to the Board of
Directors at its next  succeeding  meeting,  and shall be subject to revision or
alteration  by the  Board,  provided  that no rights of third  persons  shall be
affected by such revision or alteration.  A majority of the Executive  Committee
shall  constitute  a quorum at any meeting.  The  Executive  Committee  may take
action  without a meeting  on the  written  approval  of such  action by all the
members of the  Committee.  The Board of Directors  may by vote of a majority of
the full Board fill any  vacancies in the  Executive  Committee.  The  Executive
Committee  may,  from  time to time,  subject  to the  approval  of the Board of
Directors,  prescribe  rules and  regulations  for the  calling  and  conduct of
meetings of the Committee,  and other matters  relating to its procedure and the
exercise of its powers.

         Section 3. Other  committees  appointed  by the Board shall cause to be
kept regular  minutes of their  proceedings  and in general the provisions as to
procedure for such committees  shall be that set forth above with respect to the
Executive Committee.

                                   ARTICLE VII
                                    OFFICERS

         Section  1. The  officers  of the  Corporation  shall be elected by the
Board of Directors. They shall include a President, one or more Vice Presidents,
a Secretary,  a Treasurer and a Controller and may include a Chairman and a Vice
Chairman of the Board. In the event there shall be a Chairman of the Board,  the
Board of Directors  shall  designate  whether he or the  President  shall be the
Chief Executive Officer of the Corporation. If there shall be no Chairman of the
Board,  the President shall be the Chief Executive  Officer of the  Corporation.
Any two or more of such offices,  except those of Treasurer and Controller,  may
be occupied by the same person;  provided,  however, the same person may not act
in more than one capacity where action by two or more officers is required.

         Section  2. The  Board of  Directors,  at its first  meeting  after the
election of directors by the stockholders,  shall elect from among its members a
President and, if it deems proper,  a Chairman and a Vice Chairman of the Board.
It shall also elect one or more Vice Presidents,  a Secretary, a Treasurer and a
Controller, none of whom need be members of the Board.

         The Board of Directors,  at any meeting, may elect such additional Vice
Presidents, and such Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and Assistant Controllers, as it shall deem necessary, none of whom
need be members of the Board.

         Section 3. The Board of Directors, at any meeting, may elect or appoint
such other officers and agents as it shall deem necessary. The tenure and duties
of such  officers and agents shall be fixed by the Board of Directors or, in the
absence  of any  action by the Board of  Directors  so fixing  such  tenure  and
duties,  the tenure and duties shall be fixed by the Chief Executive  Officer of
the  Corporation,  or by such  officers  or  department  heads  to whom he shall
delegate such authority.

         Section  4.  The  salaries  and  compensation  of the  officers  of the
Corporation  and of agents of the  Corporation  appointed  by the Board shall be
fixed by the Board of  Directors.  The  salaries and  compensation  of all other
employees of the Corporation shall, in the absence of any action by the Board of
Directors,  be fixed by the  Chief  Executive  Officer  of the  Corporation.  No
officer  receiving  compensation  from any affiliated  company shall at the same
time be compensated by this corporation.

         Section 5. The officers of the Corporation  elected pursuant to Section
2 of this Article VII shall hold office until the first  meeting of the Board of
Directors  after the next succeeding  annual meeting of  stockholders  and until
their  successors  are elected and qualify in their stead.  The Chief  Executive
Officer may be removed at any time,  with or without cause,  by the  affirmative
vote of a majority of the total  number of directors  then in office.  Any other
officer or  employee  of the  Corporation  may be  removed at any time,  with or
without cause,  either (a) by vote of a majority of the directors present at any
meeting of the Board of Directors  at which a quorum is present,  or (b) by vote
of a majority of the  members of the  Executive  Committee,  or (c) by the Chief
Executive  Officer of the  Corporation or by any officer who shall be exercising
the powers of the Chief Executive Officer of the Corporation, or by any superior
of such  employee to whom such power of removal  shall be delegated by the Chief
Executive Officer of the Corporation or the officer exercising the powers of the
Chief Executive Officers of the Corporation.

                                  ARTICLE VIII
                             CHIEF EXECUTIVE OFFICER

         Section  1.  The  Chief  Executive  Officer  of the  Corporation  shall
supervise,  direct and control the  conduct of the  business of the  Corporation
subject,  however,  to the general policies determined by the Board of Directors
and the Executive Committee, if there be one.

         He shall be a member of the Executive  Committee,  if there be one, and
all committees appointed by the Board of Directors,  except the Audit Committee,
shall have the general powers and duties  usually vested in the chief  executive
officer of a  corporation,  and shall have such other  powers and  perform  such
other duties as may be prescribed from time to time by law, by the Bylaws, or by
the Board of Directors.

         He shall,  whenever it may in his opinion be  necessary,  prescribe the
duties of  officers  and  employees  of the  Corporation  whose  duties  are not
otherwise defined.

         He shall have power to remove at any time,  with or without cause,  any
employee or officer of the Corporation.  He may, in accordance with Section 5 of
Article VII of these Bylaws, delegate such power of removal.

                                   ARTICLE IX
                              CHAIRMAN OF THE BOARD

         Section 1. The Chairman of the Board, if there be one, shall preside at
all meetings of the Board of Directors and of the  stockholders,  except when by
statute the election of a presiding officer shall be required.

         He shall, if designated Chief Executive Officer pursuant to Article VII
of these  Bylaws,  have all the powers and duties  granted and  delegated to the
Chief  Executive  Officer by Article VIII of these Bylaws.  In such event he may
sign in the name of and on  behalf  of the  Corporation  any and all  contracts,
agreements  or  other  instruments  pertaining  to  matters  which  arise in the
ordinary course of business of the  Corporation  and, if authorized by the Board
of Directors or the Executive  Committee,  may sign in the name of and on behalf
of the Corporation any other contracts,  agreements or instruments of any nature
pertaining to the business of the Corporation.

         He shall have such other powers and perform such other duties as may be
prescribed from time to time by law, by the Bylaws or by the Board of Directors.


<PAGE>


                                    ARTICLE X
                           VICE CHAIRMAN OF THE BOARD

         Section  1. The Vice  Chairman  of the  Board,  if there be one,  shall
perform  necessary  duties of the  Chairman in case of the absence or  temporary
incapacity  of the  Chairman.  He shall have such other  powers and perform such
other duties as may be prescribed  from time to time by law, by the Bylaws or by
the Board of Directors.

                                   ARTICLE XI
                                  THE PRESIDENT

         Section 1. The President shall, in the absence of the Chairman and Vice
Chairman of the Board or if there  shall be no Chairman or Vice  Chairman of the
Board,   preside  at  all  meetings  of  the  Board  of  Directors  and  of  the
stockholders,  except when by statute the election of a presiding  officer shall
be required.

         He shall,  if designated  Chief  Executive  Officer of the  Corporation
pursuant to Article VII of these Bylaws,  have all the powers and duties granted
and delegated to the Chief Executive Officer by Article VIII of these Bylaws.

         In the event there shall be a Chairman of the Board who shall have been
designated as Chief Executive Officer of the Corporation pursuant to Article VII
of these Bylaws,  then the President shall have such powers and duties as may be
assigned to him by the Chairman of the Board of Directors. In addition, he shall
be a member of the Executive Committee, and, in the absence or disability of the
Chairman and Vice Chairman of the Board, he shall have all the powers and duties
of the Chairman of the Board.

         He may sign in the name of and on behalf of the Corporation any and all
contracts,  agreements or other instruments pertaining to matters which arise in
the ordinary  course of business of the  Corporation  and, if  authorized by the
Board of Directors or the  Executive  Committee,  may sign in the name of and on
behalf of the Corporation any other contracts,  agreements or instruments of any
nature pertaining to the business of the Corporation.

         He shall have such other powers and perform such other duties as may be
prescribed from time to time by law, by the Bylaws or by the Board of Directors.

                                   ARTICLE XII
                               THE VICE PRESIDENT

         Section 1. The Vice  President  shall,  in the absence or disability of
the  President,  perform the duties and exercise the powers of the President and
shall perform such other duties as the Board of Directors may prescribe.

         The  Vice  President  may  sign  in the  name of and on  behalf  of the
Corporation  contracts,  agreements,  or other instruments pertaining to matters
which arise in the  ordinary  course of business of the  Corporation,  except in
cases where the signing  thereof  shall be  expressly  delegated by the Board of
Directors  or the  Executive  Committee  to some  other  officer or agent of the
Corporation. If authorized by the Board of Directors or the Executive Committee,
he may sign in the name of and on behalf of the Corporation any other contracts,
agreements  or  instruments  of any nature  pertaining  to the  business  of the
Corporation.  He shall have such other  powers and perform  such other duties as
may be  prescribed  from time to time by law, by the Bylaws,  or by the Board of
Directors.

         If there be more than one Vice President, the Board of Directors or the
Chief Executive  Officer of the Corporation shall assign to such Vice Presidents
their  respective  duties,  and may  designate  any of such Vice  Presidents  as
Executive Vice Presidents and Senior Vice Presidents.

                                  ARTICLE XIII
                                  THE SECRETARY

         Section 1. The Secretary shall attend all sessions of the Board and all
meetings  of the  stockholders  and  record  all  votes and the  minutes  of all
proceedings in a book to be kept for that purpose; and shall perform like duties
for the committees  appointed by the Board of Directors when required.  He shall
give, or cause to be given,  notice of all meetings of the  stockholders  and of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or Chief Executive Officer, under whose supervision he
shall be. He shall be sworn to the faithful  discharge of his duty.  Any records
kept by him shall be the  property of the  Corporation  and shall be restored to
the  Corporation in case of his death,  resignation,  retirement or removal from
office.  He or his agent shall be the custodian of the seal of the  Corporation,
the stock ledger,  stock  certificate  book and minute books of the Corporation,
and its  committees,  and other  formal  records and  documents  relating to the
corporate affairs of the Corporation.

         Section 2. The  Assistant  Secretary  or  Assistant  Secretaries  shall
assist the Secretary in the performance of his duties,  exercise and perform his
powers and  duties,  in his  absence or  disability,  and such other  powers and
duties as may be conferred or required by the Board.

                                   ARTICLE XIV
                                  THE TREASURER

         Section 1. The Treasurer  shall have the custody of the corporate funds
and  securities  and shall  keep full and  accurate  accounts  of  receipts  and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation,  in
such  depositories  as may be  designated by the Board of Directors or as may be
designated by persons to whom the Board of Directors delegates such authority.
         He shall disburse the funds of the Corporation in such manner as may be
ordered by the Board, taking proper vouchers for such  disbursements,  and shall
render to the Chief Executive Officer and directors,  at the regular meetings of
the Board,  or whenever they may require it, an account of all his  transactions
as Treasurer and of the financial condition of the Corporation.

         He shall  give  the  Corporation  a bond if  required  by the  Board of
Directors in a sum, and with one or more sureties satisfactory to the Board, for
the faithful performance of the duties of his office, and for the restoration to
the Corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
         Section 2. The Assistant Treasurer or Assistant Treasurers shall assist
the Treasurer in the performance of his duties,  exercise and perform his powers
and duties,  in his absence or  disability,  and such other powers and duties as
may be conferred or required by the Board.

                                   ARTICLE XV
                                 THE CONTROLLER

         Section 1. The controller of the Corporation, if there be one, shall be
the principal accounting officer of the Corporation.  He shall have full control
of all the books of the  Corporation  and keep a true and accurate record of all
property  owned by it, of its debts and of its revenues and expenses,  and shall
keep all accounting records of the Corporation other than the record of receipts
and  disbursements  and  those  relating  to  deposit  or  custody  of money and
securities of the Corporation,  which shall be kept by the Treasurer,  and shall
also make reports to the  directors  and others of or relating to the  financial
condition of the Corporation. He shall exhibit at all reasonable times his books
of account  and  records to any  director of the  Corporation  upon  application
during  business  hours at the  office of the  Corporation  where  such books of
accounts and records are kept.

         He shall  perform  all  duties  generally  incident  to the  office  of
Controller  and shall have such other  powers and duties as,  from time to time,
may be prescribed by law, by the Bylaws, or by the Board of Directors.

         If there be no Controller,  the Treasurer  shall perform the duties set
forth above for the Controller.

         Section 2. The  Assistant  Controller  or Assistant  Controllers  shall
assist the Controller in the performance of his duties, exercise and perform his
powers and  duties,  in his  absence or  disability,  and such other  powers and
duties as may be conferred or required by the Board of Directors.

                                   ARTICLE XVI
                                    VACANCIES

         Section 1. If the office of any  director  becomes  vacant by reason of
death, resignation,  retirement,  disqualification,  or otherwise, the directors
then in office,  although less than a quorum,  by a majority  vote,  may elect a
successor or successors, who shall hold office for the unexpired term in respect
of which such  vacancy  occurred.  If the office of any  officer of the  Company
shall become vacant for any reason,  the Board of Directors,  by a majority vote
of those  present  at any  meeting  at which a quorum  is  present,  may elect a
successor or successors, who shall hold office for the unexpired term in respect
of which such vacancy occurred.
                                  ARTICLE XVII
                                  RESIGNATIONS

         Section 1. Any officer or any director of the Corporation may resign at
any time,  such  resignation  to be made in writing  and to take effect from the
time of its  receipt  by the  Corporation,  unless  some  time be  fixed  in the
resignation,  and then from that time. The acceptance of a resignation shall not
be  required  to make it  effective.  A vacancy  shall be  deemed to exist  upon
receipt by the  Corporation  of such written  resignation,  and a successor may,
then or  thereafter,  be elected to take  office when such  resignation  becomes
effective.
                                  ARTICLE XVIII
                       DUTIES OF OFFICERS MAY BE DELEGATED

         Section 1. In case of the absence of any officer of the Corporation, or
for any other reason the Board may deem sufficient,  the Board may delegate, for
the time being,  the powers or duties,  or any of them,  of such officers to any
other officer or to any director.

                                   ARTICLE XIX
                           STOCK OF OTHER CORPORATIONS

         Section 1. The Board of Directors shall have the right to authorize any
officer or other person on behalf of the Corporation to attend,  act and vote at
meetings,  of the stockholders of any corporation in which the Corporation shall
hold stock,  and to exercise  thereat any and all the rights and powers incident
to the ownership of such stock and to execute waivers of notice of such meetings
and calls  therefor;  and  authority may be given to exercise the same either on
one or more designated occasions, or generally on all occasions until revoked by
the Board.  In the event that the Board shall fail to give such authority it may
be exercised by the Chief  Executive  Officer of the Corporation in person or by
proxy appointed by him on behalf of the Corporation.

                                   ARTICLE XX
                              CERTIFICATES OF STOCK

         Section  1.  The  certificates  of stock  of the  Corporation  shall be
entered in the books of the Corporation as they are issued. No fractional shares
of stock shall be issued. Certificates of stock shall be signed by the President
or a Vice President and by the  Secretary,  or an Assistant  Secretary,  and the
seal of the Corporation  shall be affixed  thereto.  Such seal may be facsimile,
engraved  or  printed.  Where any  certificate  of stock is signed by a transfer
agent or transfer clerk or by a registrar, the signatures of any such President,
Vice President,  Secretary or Assistant  Secretary,  upon such stock certificate
may be facsimiles, engraved or printed. In case any such officer who has signed,
or whose facsimile  signature has been placed upon,  such  certificate of stock,
shall have ceased to be such officer before such certificate of stock is issued,
it may be issued by the Corporation  with the same effect as if such officer had
not ceased to be such at the date of its issue.

                                   ARTICLE XXI
                               TRANSFERS OF STOCK

         Section  1.  Transfer  of  stock  shall  be  made on the  books  of the
Corporation only by the person named in the certificate or by attorney, lawfully
constituted in writing, and upon surrender of the certificate therefor.


<PAGE>


                                  ARTICLE XXII
                             REGISTERED STOCKHOLDERS

         Section 1. The  Corporation  shall be  entitled to treat the holders of
record  of any  share or  shares  of stock as the  holder  in fact  thereof  and
accordingly  shall not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the statutes
of the State of South Carolina.
                                  ARTICLE XXIII
                                LOST CERTIFICATES

         Section 1. Whenever any stockholders  shall desire a new certificate of
stock to replace an original certificate of stock which has been lost, destroyed
or  wrongfully  taken,  he shall make  application  to the  Corporation  for the
issuance of a new  certificate or certificates in replacement of the certificate
or certificates  which were lost,  destroyed or wrongfully taken, and shall file
with the  Corporation a good and  sufficient  indemnity  bond,  together with an
affidavit  stating that the applicant is the bona fide owner of such share(s) of
stock and specifying the number(s) of the certificate or certificates which were
lost, destroyed or wrongfully taken, the particular  circumstances of such loss,
destruction  or  wrongful  taking  (including  a  statement  that  the  share(s)
represented by such certificate or certificates has or have not been transferred
or otherwise disposed of by such applicant in any manner.)

         Upon completion by a stockholder of the  requirements  set forth in the
preceding  paragraph,  the Corporation shall issue a certificate or certificates
in  replacement  of  the  certificate  or  certificates   referred  to  in  such
stockholder's  application if such  application  is received by the  Corporation
before it has notice  that such  certificate  or  certificates  has or have been
acquired by a bona fide purchaser.
                                  ARTICLE XXIV
                               INSPECTION OF BOOKS

         Section 1. The Board of Directors shall have power to determine whether
and to what extent,  and at what time and places and under what  conditions  and
regulations,  the  accounts and books of the  Corporation  (other than the books
required by statute to be open to the  inspection  of  stockholders),  or any of
them, shall be open to the inspection of stockholders,  and no stockholder shall
have any right to inspect any  account or book or  document of the  Corporation,
except as such  right may be  conferred  by the  statutes  of the State of South
Carolina or by resolution of the directors or of the stockholders.

                                   ARTICLE XXV
                   CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS

         Section 1. All checks or demands for money and notes of the Corporation
shall be signed by such person or persons (who may but need not be an officer or
officers of the  Corporation)  as the Board of  Directors  may from time to time
designate  or as may be  designated  by persons  to whom the Board of  Directors
delegates such  authority.  The Board of Directors  shall have authority to make
provision,  with proper safeguards,  for the signatures to appear on all checks,
including,  but  not  by  way of  limitation,  payroll  checks,  to be  made  by
facsimile, whether engraved or printed. Whenever the seal of this Corporation is
to be affixed to any instrument  being  executed on behalf of this  Corporation,
such seal shall be affixed  thereto by the  Secretary or an Assistant  Secretary
and the fact of such  affixation  shall be attested to by the person so affixing
the seal.

                                  ARTICLE XXVI
                             RECEIPT FOR SECURITIES

         Section 1. All receipts for stocks,  bonds or other securities received
by the Corporation  shall be signed by the Treasurer or an Assistant  Treasurer,
or by such  other  person or  persons  as the Board of  Directors  or  Executive
Committee shall designate.

                                  ARTICLE XXVII
                                   FISCAL YEAR

         Section 1. The fiscal year shall begin the first day of January in each
year.



<PAGE>


                                 ARTICLE XXVIII
                                    RESERVES

         Section  1.  The  Board  of  Directors  shall  have  power  to fix  and
determine,  and from time to time to vary,  the amount to be reserved as working
capital; to determine whether any, or if any, what part of any, surplus shall be
declared  and  paid  as  dividends,  to  determine  the  date or  dates  for the
declaration  or payment of  dividends  and to direct and  determine  the use and
disposition  of any  surplus,  and before  payment of any dividend or making any
distribution  of  surplus  there  may be set  aside  out of the  surplus  of the
Corporation  such  sum or sums as the  directors  from  time to  time,  in their
absolute  discretion,  think proper as a reserve fund to meet contingencies,  or
for equalizing  dividends,  or for repairing or maintaining  any property of the
Corporation, or for such other purpose as the directors shall think conducive to
the interests of the Corporation.

                                  ARTICLE XXIX
                                     NOTICES

         Section 1. In addition to the telegraphic  notice  permitted by Article
XV of these  Bylaws,  whenever  under the  provisions  of these Bylaws notice is
required to be given to any director,  officer or  stockholder,  it shall not be
construed to require personal  notice,  but such notice may be given in writing,
by mail, by  depositing a copy of the same in a post office,  letter box or mail
chute,  maintained by the Post Office Department,  in a postpaid sealed wrapper,
addressed to such stockholder,  officer or director,  at his address as the same
appears on the books of the Corporation.
         A stockholder,  director or officer may waive any notice required to be
given to him under these Bylaws.
                                   ARTICLE XXX
                 DIRECTOR, OFFICER AND EMPLOYEE INDEMNIFICATION

         Section  1.  The  Corporation  shall  indemnify  any  and  all  of  its
employees,  officers,  or directors,  or former officers or directors (including
their heirs, executors,  and administrators),  or any person who may have served
at its request or by its election,  designation,  or request as a member, agent,
employee,  director or officer of any other  corporation or partner,  trustee or
otherwise,  of  any  organization  against  expenses  actually  and  necessarily
incurred by them in  connection  with the defense or  settlement  of any action,
suit or proceeding  (which shall include any threatened,  pending,  or completed
action,   suit  or   proceeding,   whether  civil,   criminal,   administrative,
investigative  or  arbitrative) in which they, or any of them, are made parties,
or a party,  by reason of being or having been agents,  employees,  directors or
officers of the Corporation,  or of such other organization,  except in relation
to matters as to which any such agent,  employee,  director or officer or former
employee,  director or officer or person shall be adjudged in such action,  suit
or proceeding to be liable for willful misconduct in the performance of duty and
to such matters, as shall be settled by agreement predicated on the existence of
such  liability.  Such  indemnity  shall be in  accordance  with a written  plan
adopted by the Board of Directors,  which plan shall be in  accordance  with the
law of South Carolina.  The indemnification  provided hereby shall not be deemed
exclusive of any other right to which anyone seeking  indemnification  hereunder
may be entitled under any By-Law,  agreement, or otherwise.  The Corporation may
purchase and maintain insurance on the behalf of any director,  officer,  agent,
employee or former  employee,  director or officer or other person,  against any
liability asserted against them and incurred by them.

                                  ARTICLE XXXI
                                   AMENDMENTS

         Section 1. Any of these  Bylaws may be  altered,  amended or  repealed,
and/or one or more new Bylaws may be adopted,  at a meeting of the stockholders,
by a vote of the holders of a majority  of all shares of stock  entitled to vote
to elect  directors  who are  entitled to vote at such  meeting,  provided  that
written notice of such proposed alteration,  amendment,  repeal and/or adoption,
as the case may be, shall have been given to all such  stockholders at least ten
days before such  meeting.  Any of these Bylaws may also be altered,  amended or
repealed,  and/or  one or more  new  Bylaws  may be  adopted,  by the  vote of a
majority or by the written consent of all directors then in office, at a meeting
of the Board of  Directors,  provided  that the notice of such meeting  includes
therein notice of such alteration,  amendment,  repeal and/or  adoption,  as the
case may be. At a meeting thereof, the stockholders,  by the vote of the holders
of a majority or by the written  consent of all shares of stock entitled to vote
to elect  directors  who are  entitled to vote at such  meeting,  may repeal any
alteration  or amendment  of these Bylaws made by the Board of Directors  and/or
reinstate any of these Bylaws repealed by the Board of Directors,  and/or repeal
any new By-Law adopted by the Board of Directors.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>FORM OF NOTE
<TEXT>




<TABLE>
<CAPTION>

                                                  (Page 11 of 6)

------------------- ---------------------------------------- -------------------------------------------------------- --------------
Note Number         Name(s) of Agent(s)                      Agent's Commission                                            SCANA
                                                                                                                        CORPORATION
----------------------- --------------- -------------------- -------------------------------------------------------- --------------
<S>                     <C>             <C>                  <C>                                                           <C>
Principal Amount        Trade Date      Original Issue Date  Interest Rate (Or Yield to Maturity For Original Issue        CUSIP
$                                                            Discount Notes)
======================= =============== ============ ================= ============================================== --------------
Maturity Date           Account No.     Ticket No.   Issue Price       Taxpayer's I.D. or Soc. Sec. No.               Transferred
                        N/A             N/A          %                                       *                        N/A
======================= =============== ============ ================= ============================================== --------------
Name and Address of Registered Owner
                                                                                                  MEDIUM TERM NOTE
                               CEDE & CO.                                                           CONFIRMATION
                            7 Hanover Square                                                  TRUSTEE AND PAYING AGENT
                        New York, New York 10004                                                THE BANK OF NEW YORK
                                                                                                 101 Barclay Street
                                                                                              New York, New York 10007

---------------------- ------------------------ ------------------------------------------------------------ -----------------------
    CUSTOMER COPY      Retain for Tax Purposes  The Time of the Transaction Will Be Published Upon Written   Please Sign and Return
                                                Request of the Customer                                      Enclosed Receipt
---------------------- ------------------------ ------------------------------------------------------------ -----------------------
         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
     THE DEPOSITORY  TRUST COMPANY (55 WATER STREET,  NEW YORK, NEW YORK) TO THE
     COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
     ANY  CERTIFICATE  ISSUED  IS  REGISTERED  IN THE NAME OF CEDE & CO. OR SUCH
     OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE DEPOSITORY
     TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY  TRANSFER,  PLEDGE
     OR OTHER USE HEREOF FOR VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
     SINCE THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     REGISTERED                                                                   PRINCIPAL
     AMOUNT:                          $
     No.:
             CUSIP:

                                                               SCANA CORPORATION
                                                               MEDIUM-TERM NOTE
                                            Due From Nine Months to Thirty Years From Date of Issue

     ISSUE PRICE:    %                                                 ADDITIONAL PROVISIONS: (applicable only to
Floating Rate Notes)

     ORIGINAL ISSUE DATE:                                              INDEX MATURITY:

     MATURITY DATE:                                                    BASE RATE:
     REDEMPTION (check one):
                                                                       SPREAD (PLUS OR MINUS):
         [ ] No.  This Note is not subject to redemption.
                                                                       SPREAD MULTIPLIER:
         [ ] Yes. This Note is subject to redemption on the following
                  Redemption Date(s) at the following Redemption Price(s).      INTEREST RESET PERIOD:

                  Partial Redemption Price(s):                         INTEREST RESET DATES:

                  Partial Redemption Date(s):                          MAXIMUM INTEREST RATE:

     RECORD DATES:                                                     MINIMUM INTEREST RATE:

     INTEREST (check one):                                             INTEREST PAYMENT PERIOD:

         [ ]  FIXED RATE NOTE                                          INTEREST PAYMENT DATES:
              If this box is checked, the Interest Rate on this Note
              shall be %.                                              DESIGNATED LIBOR CURRENCY:

         [ ]  FLOATING RATE NOTE                                       DESIGNATED LIBOR PAGE:
              If this box is checked, the Initial Interest Rate on this Note
              shall be
</TABLE>

         SCANA CORPORATION,  a corporation duly organized and existing under the
laws of the State of South Carolina (herein  referred to as the "Company"),  for
value received,  hereby promises to pay Cede & Co., or registered  assigns,  the
principal sum of Dollars ($ .00) on the  "Maturity  Date" shown above and to pay
interest thereon as hereinafter described.
         REFERENCE  IS HEREBY  MADE TO THE FURTHER  PROVISIONS  OF THIS NOTE SET
FORTH ON THE SUBSEQUENT PAGES HEREOF,  AND SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
         This Note shall not become valid or obligatory  for any purpose  unless
and until  this  Note has been  authenticated  by The Bank of New  York,  or its
successor, as Trustee.
         IN WITNESS  WHEREOF,  the  Company  has caused this Note to be executed
under its corporate seal.

Dated:                                  SCANA CORPORATION

         CERTIFICATE OF AUTHENTICATION
 By:
-----------------------------------------------------------------------
Authorized Officer

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

THE BANK OF NEW YORK, as Trustee

Attest:
---------------------------------------------------------------------

Secretary

By:
                     Authorized Signatory                 [CORPORATE SEAL]


<PAGE>


                                SCANA CORPORATION
                                MEDIUM-TERM NOTES


1.  This  is one of a duly  authorized  issue  of  debentures,  notes  or  other
evidences of indebtedness of the Company (herein called the  "Securities")  of a
series hereinafter specified as issued and to be issued under an indenture dated
as of November 1, 1989 (herein called the  "Indenture")  between the Company and
The Bank of New York  (herein  called the  "Trustee",  which term  includes  any
successor  Trustee under the  Indenture),  to which Indenture and Resolutions of
the Board of Directors of the Company adopted or indentures supplemental thereto
reference is hereby made for a statement of the respective  rights thereunder of
the Company,  the Trustee and the Holders of the Securities,  and the terms upon
which the  Securities  are,  and are to be,  authenticated  and  delivered.  The
Securities may be issued in one or more series,  which  different  series may be
issued in various aggregate  principal  amounts,  may mature at different times,
may bear  interest at different  rates,  may be subject to different  redemption
provisions (if any), may be subject to different sinking,  purchase or analogous
funds (if any), may be subject to different covenants and Events of Default, and
may otherwise vary as in the Indenture provided. This Note is one of a series of
Securities of the Company designated as its Medium-Term Notes (herein called the
"Notes"). The Notes of this series may be issued at various times with different
maturity dates and different principal repayment  provisions,  may bear interest
at different  rates,  may be payable in different  currencies  and may otherwise
vary, all as provided in the Indenture.

2. A. Unless  otherwise  specified on the face hereof,  the Regular  Record Date
with respect to any Interest  Payment Date (as defined  below) shall be the date
15 calendar days immediately  preceding such Interest  Payment Date,  whether or
not such  date  shall be a  Business  Day.  Interest  which is  payable,  and is
punctually  paid or duly  provided for on each Interest  Payment Date  specified
above  will be paid to the  Person  in  whose  name  this  Note  (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date next preceding such Interest Payment Date; provided,  however,  that
interest  payable at Maturity or upon earlier  redemption or repayment  shall be
paid to the Person to whom the principal hereof is payable.  Notwithstanding the
foregoing,  if this Note is issued between a Regular Record Date and an Interest
Payment Date or on such Interest  Payment Date,  the interest so payable for the
period from the Original Issue Date to such Interest  Payment Date shall be paid
on the next succeeding  Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any payment of principal  (premium,  if any) or
interest  required  to be made on this Note on a day that is not a Business  Day
need not be made on such day,  but may be made on the next  succeeding  Business
Day with the same  force and  effect as if made on such day,  and no  additional
interest shall accrue as a result of such delayed  payment;  provided,  however,
that  with  respect  to an  Interest  Payment  Date on any LIBOR  Note,  if such
Business Day is in the next  succeeding  calendar month,  such Interest  Payment
Date shall be the immediately  preceding  Business Day. Any such interest not so
punctually  paid or duly provided for shall forthwith cease to be payable to the
Registered  Holder  hereof on such  Regular  Record  Date and may be paid to the
Person  in whose  name  this  Note (or one or more  Predecessor  Securities)  is
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest to be fixed by the Trustee,  notice  whereof  shall be
given to Holders of Notes not less than ten calendar  days prior to such Special
Record  Date,  or may be  paid  at any  time  in any  other  lawful  manner  not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, as more
fully  described in said  Indenture.  For purposes of this Note,  "Business Day"
means any day,  other  than a  Saturday  or  Sunday,  that is not a day on which
banking institutions in Washington,  DC, or in New York, New York are authorized
or obligated  by law or  executive  order to be closed and with respect to LIBOR
Notes,  is a London  Banking  Day.  "London  Banking Day" means any day on which
dealings in  deposits in United  States  dollars  are  transacted  in the London
interbank market. In connection with any calculations of the rate of interest on
this Note, all  percentages  will be rounded,  if necessary,  to the nearest one
hundred-thousandth  of  a  percentage  point,  with  five  one-millionths  of  a
percentage point being rounded upwards.

         B. If this is a Fixed Rate Note,  the Company  promises to pay interest
on the principal  amount shown on the face hereof at the rate per annum shown on
the face  hereof  until  such  principal  amount is paid or made  available  for
payment.  Unless  otherwise  provided on the face  hereof,  the Company will pay
interest  semi-annually  in  arrears  on each  April 1 and  October  1 (each  an
"Interest  Payment  Date"),  and at  Maturity  or  upon  earlier  redemption  or
repayment.  Interest  will accrue from and  including  the most recent  Interest
Payment Date or, if no interest  has been paid or duly  provided  for,  from and
including the Original  Issue Date shown on the face hereof,  to, but excluding,
the Interest  Payment Date. The amount of such interest  payable on any Interest
Payment  Date shall be  computed  on the basis of a 360-day  year  comprised  of
twelve 30-day months.

         C. If  this is a  Floating  Rate  Note,  the  Company  promises  to pay
interest  on the  principal  amount at the rate per annum  equal to the  Initial
Interest Rate shown on the face hereof until the first Interest Reset Date shown
on the face hereof  following  the  Original  Issue Date  specified  on the face
hereof and  thereafter at a rate  determined in accordance  with the  provisions
below under the heading "Determination of Commercial Paper Rate", "Determination
of LIBOR" or  "Determination  of Treasury Rate" (depending upon whether the Base
Rate  specified on the face hereof is Commercial  Paper Rate,  LIBOR or Treasury
Rate,  respectively),  until the principal hereof is paid or duly made available
for payment. The Company will pay interest monthly, quarterly,  semi-annually or
annually as specified on the face hereof under the  "Interest  Payment  Period",
commencing  with the first  Interest  Payment Date  specified on the face hereof
next  succeeding  the Original  Issue Date,  and at Maturity.  Unless  otherwise
provided on the face hereof,  the dates on which  interest will be payable (each
an "Interest  Payment  Date") will be, in the case of Floating Rate Notes with a
monthly Interest Payment Period,  the third Wednesday of each month; in the case
of  Floating  Rate Notes with a quarterly  Interest  Payment  Period,  the third
Wednesday of March, June,  September and December;  in the case of Floating Rate
Notes with a semi-annual Interest Payment Period, the third Wednesday of the two
months specified on the face hereof; and in the case of Floating Rate Notes with
an annual Interest Payment Period, the third Wednesday of the month specified on
the face hereof.

     The interest  payable on a Floating Rate Note on each Interest Payment Date
will include accrued interest from and including the Original Issue Date or from
but excluding  the last date in respect of which  interest has been paid, as the
case may be, to, but  excluding,  such Interest  Payment Date or Maturity  Date;
provided,  however,  that if the Interest  Reset Period is daily or weekly,  the
interest  payable on each Interest  Payment Date,  other than at Maturity,  will
include accrued  interest from and including the Original Issue Date or from but
excluding the last date in respect of which  interest has been paid, as the case
may be, to, and including,  the Record Date immediately  preceding such Interest
Payment Date, and the interest payable at Maturity will include accrued interest
from and including  the Original  Issue Date or from but excluding the last date
in  respect  of which  interest  has been  paid,  as the  case may be,  to,  but
excluding,  the Maturity  Date.  Such accrued  interest  will be  calculated  by
multiplying  the principal  amount  hereof by an accrued  interest  factor.  The
accrued  interest  factor  shall be  computed  by adding  the  interest  factors
calculated  for each day in the  period  for  which  accrued  interest  is being
calculated.  The  interest  factor for each such day is computed by dividing the
interest rate  applicable to such day by 360, if the Base Rate  specified on the
face hereof is the  Commercial  Paper Rate or LIBOR,  or by the actual number of
days in the year, if the Base Rate  specified on the face hereof is the Treasury
Rate.  The  interest  rate in  effect  on each day will be (a) if such day is an
Interest   Reset  Date,   the  interest   rate  with  respect  to  the  Interest
Determination  Date with respect to such Interest  Reset Date or (b) if such day
is not an Interest  Reset Date,  the interest  rate with respect to the Interest
Determination Date pertaining to the next preceding

<PAGE>


Interest Reset Date;  provided,  however,  that the interest rate in effect from
the  Original  Issue Date to the first  Interest  Reset Date will be the Initial
Interest Rate.

         Notwithstanding  the  foregoing,  if this is a Floating Rate Note,  the
interest  rate hereon shall not be greater than the Maximum  Interest  Rate,  if
any, or less than the Minimum  Interest  Rate, if any, shown on the face hereof.
In  addition,  the  interest  rate  hereon in no event  shall be higher than the
maximum rate, if any,  permitted by New York law. The Maximum  Interest Rate and
Minimum  Interest Rate, if any,  specified on the face hereof are, in each case,
expressed as a rate per annum on a simple interest basis.

         If this is a Floating Rate Note, the interest rate on this Note will be
reset daily, weekly, monthly, quarterly,  semi-annually or annually (such period
being  the  "Interest  Reset  Period"  specified  on the  face  hereof).  Unless
otherwise  specified on the face hereof,  the "Interest Reset Dates" will be, if
the Interest  Reset Period is daily,  each Business  Day; if the Interest  Reset
Period is weekly, Wednesday of each week, except that if the Base Rate specified
on the face hereof is the Treasury  Rate,  Tuesday of each week; if the Interest
Reset  Period is monthly,  the third  Wednesday  of each month;  if the Interest
Reset Period is quarterly,  the third  Wednesday of March,  June,  September and
December of each year; if the Interest Reset Period is semi-annually,  the third
Wednesday of the two months  specified  on the face hereof;  and if the Interest
Reset  Period  is  annually,  the  third  Wednesday  of the  month of each  year
specified on the face hereof; provided, however, that if any Interest Reset Date
otherwise  would be a day that is not a Business Day,  such Interest  Reset Date
shall be  postponed to the next day that is a Business  Day,  except that (i) if
the Base Rate  specified on the face hereof is LIBOR and such Business Day is in
the next  succeeding  calendar  month,  such  Interest  Reset  Date shall be the
immediately  preceding  Business Day, or (ii) if the Base Rate  specified on the
face hereof is Treasury  Rate and the Interest  Reset Date falls on a date which
is an auction date (as described in the next succeeding paragraph), the Interest
Reset Date shall be the following day that is a Business Day.

         The Interest  Determination  Date  pertaining to an Interest Reset Date
will be, if the Base Rate specified on the face hereof is Commercial Paper Rate,
the second  Business Day next  preceding  such Interest Reset Date. The Interest
Determination  Date  pertaining  to an Interest  Reset Date will be, if the Base
Rate  specified on the face hereof is LIBOR,  the second London Banking Day next
preceding such Interest Reset Date. The Interest  Determination  Date pertaining
to an Interest Reset Date will be, if the Base Rate specified on the face hereof
is the  Treasury  Rate,  the day of the week in which such  Interest  Reset Date
falls on which Treasury bills (as defined below) of the Index Maturity specified
on the face hereof are auctioned. Treasury bills are normally sold at auction on
Monday  of each  week,  unless  that day is a legal  holiday  in which  case the
auction is normally held on the following Tuesday,  except that such auction may
be held on the preceding Friday. If, as a result of a legal holiday,  an auction
is  so  held  on  the  preceding  Friday,  such  Friday  will  be  the  Interest
Determination  Date  pertaining to the Interest Reset Date occurring in the next
succeeding week.

         Subject to applicable provisions of law and except as specified herein,
on each Interest Reset Date the rate of interest  hereon,  if this is a Floating
Rate Note, shall be the rate determined in accordance with the provisions of the
applicable heading below.

         Determination of Commercial Paper Rate.

         If the Base Rate specified on the face hereof is the  Commercial  Paper
Rate, the interest rate for any Interest  Determination Date shall equal (a) the
Money Market Yield (as defined below) on such Interest Determination Date of the
rate for commercial paper having the Index Maturity specified on the face hereof
(1) as published by the Board of Governors of the Federal  Reserve System in the
publication entitled  "Statistical  Releases H.15(519) Selected Interest Rates",
or in any successor  publication  ("H.15(519)"),  under the heading  "Commercial
Paper -  Nonfinancial,"  or (2) if such rate is not published by 3:00 p.m.,  New
York City time,  on the  Calculation  Date  (defined  below)  pertaining to such
Interest Determination Date, then as published in the daily update of H.15 (519)
(available  through  the world  wide web site of the Board of  Governors  of the
Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update,  or any
successor  site  or  publication)   ("H.15  Daily  Update")  under  the  heading
"Commercial Paper - Non-Financial", or any successor heading or (b) if such rate
is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York
City time, on the  Calculation  Date  pertaining to such Interest  Determination
Date,  the  Money  Market  Yield of the  arithmetic  mean as  calculated  by the
Calculation  Agent  (defined  below) of the offered rates as of 11:00 a.m.,  New
York City time, on such Interest Determination Date, of three leading dealers of
commercial  paper in the  City of New York  selected  by the  Calculation  Agent
(after   consultation   with  the  Company)  for  commercial  paper  placed  for
nonfinancial  issuers  whose  bond  rating  is  "AA" or the  equivalent,  from a
nationally  recognized rating agency, having the Index Maturity specified on the
face hereof,  in each of the above cases adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof; provided, however, that
if the dealers  selected as aforesaid by the  Calculation  Agent are not quoting
offered rates as mentioned in this sentence, the interest rate for such Interest
Determination Date shall equal the interest rate then in effect on such Interest
Determination Date.

         "Money  Market  Yield"  means  a  yield  (expressed  as  a  percentage)
calculated in accordance with the following formula:

   Money Market Yield   =        D x 360       x 100
                             ---------------
                               360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount  basis and expressed as a decimal,  and "M" refers to the actual
number of days in the Index Maturity specified on the face hereof.

         Determination of LIBOR.

         If the Base Rate specified on the face hereof is (i) LIBOR Reuters, the
interest  rate for any  Interest  Determination  Date shall equal the average as
calculated  by the  Calculation  Agent of the offered  rates for deposits in the
Designated LIBOR Currency (as defined below) having the Index Maturity specified
on the face  hereof,  beginning  on the second  London  Banking Day  immediately
following such Interest Determination Date, which appear on the Designated LIBOR
Page (as  defined  below)  as of  11:00  a.m.,  London  time,  on such  Interest
Determination  Date, if at least two such offered rates appear on the Designated
LIBOR  Page,  or (ii)  LIBOR  Telerate,  the  interest  rate  for  any  Interest
Determination  Date shall equal the rate for  deposits in the  Designated  LIBOR
Currency  having the Index Maturity  specified on the face hereof,  beginning on
the second London Banking Day immediately following such Interest  Determination
Date, that appears on the Designated  LIBOR Page as of 11:00 a.m.,  London Time,
on such  Interest  Determination  Date or (iii) if fewer  than two such  offered
rates shall appear,  or if no rate appears,  as applicable,  LIBOR in respect of
such Interest  Determination  Date will be determined  pursuant to the following
paragraph,  in any of such cases, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof.


<PAGE>


         With respect to an Interest  Determination Date on which fewer than two
offered rates appear on the  Designated  LIBOR Page, or on which no rate appears
on the  Designated  LIBOR Page, as  applicable,  LIBOR will be determined on the
basis of the rates at which deposits in the Designated LIBOR Currency having the
Index Maturity specified on the face hereof, are offered at approximately  11:00
a.m.,  London  time,  on such  Interest  Determination  Date by four major banks
("Reference  Banks") in the London  interbank market selected by the Calculation
Agent  (after  consultation  with  the  Company)  to prime  banks in the  London
interbank  market  commencing  on the  second  London  Banking  Day  immediately
following  such Interest  Determination  Date and in a principal  amount that is
representative  for a single  transaction in such  Designated  LIBOR Currency in
such market at such time.  The  Calculation  Agent will  request  the  principal
London office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided,  LIBOR in respect of such Interest
Determination  Date will be the  average of such  quotations.  If fewer than two
quotations are provided,  LIBOR in respect of such Interest  Determination  Date
will be the  average of the rates  quoted as of 11:00  a.m.,  in the  applicable
Principal  Financial  Center (as defined  below) on such Interest  Determination
Date by three major banks in such  Principal  Financial  Center  selected by the
Calculation  Agent  (after  consultation  with  the  Company)  for  loans in the
Designated  LIBOR Currency to leading banks having the Index Maturity  specified
on the face hereof  commencing  on the second  London  Banking  Day  immediately
following  such Interest  Determination  Date and in a principal  amount that is
representative  for a single  transaction in such  Designated  LIBOR Currency in
such  market at such time;  provided,  however,  that if the banks  selected  as
aforesaid  by the  Calculation  Agent  are  not  quoting  as set  forth  in this
sentence,  LIBOR with respect to such  Interest  Determination  Date will be the
interest rate then in effect on the Interest Determination Date.

         "Designated  LIBOR  Currency" means the currency  (including  composite
currency units), if any, designated on the face hereof as the currency for which
LIBOR will be  calculated.  If no such currency is  designated,  the  Designated
LIBOR Currency shall be U.S. dollars.

         "Designated  LIBOR  Page"  means  either  (a)  if  "LIBOR  Reuters"  is
designated  on the face hereof,  the display on the Reuters  Monitor Money Rates
Service  on the page  designated  on the face  hereof (or such other page as may
replace  such  designated  page on that  service for the  purpose of  displaying
London interbank  offered rates of major banks for the related  Designated LIBOR
Currency)  for the purpose of  displaying  the London  interbank  rates of major
banks for the applicable  Designated LIBOR Currency,  or (b) if "LIBOR Telerate"
is designated on the face hereof,  the display on the Dow Jones Telerate Service
on the page  designated  on the face  hereof (or such other page as may  replace
such designated page on that service or such other service or services as may be
nominated  by the British  Bankers'  Association  for the purpose of  displaying
London  interbank  offered rates for the related  Designated LIBOR Currency) for
the  purpose of  displaying  the London  interbank  rates of major banks for the
applicable Designated LIBOR Currency.

         "Principal Financial Center" means the capital city of the country that
issues as its legal tender the Designated  LIBOR  Currency of such Note,  except
that with respect to U.S.  dollars and European  Currency  Units (as defined and
revised  from time to time by the  Council  of the  European  Communities),  the
Principal  Financial  Center  shall  be the  City  of  New  York  and  Brussels,
respectively.

         Determination of Treasury Rate.

         If the Base Rate  specified  on the face hereof is Treasury  Rate,  the
interest  rate  for  any  Interest  Determination  Date  shall  equal  the  rate
applicable to the most recent auction of direct obligations of the United States
("Treasury  Bills") having the Index Maturity  specified on the face hereof,  on
the display of Bridge Telerate, Inc. (or any successor service) on page 56 or 57
under the heading "AVGE INVEST YIELD" or, if not so published by 3:00 p.m.,  New
York  City  time,  on  the   Calculation   Date   pertaining  to  such  Interest
Determination Date, the auction average rate (expressed as a bond equivalent, on
the basis of a year of 365 or 366 days,  as  applicable,  and applied on a daily
basis) for such auction as otherwise  announced by the United States  Department
of the Treasury.  In the event that the results of the auction of Treasury Bills
having the Index  Maturity  specified  on the face hereof are not  published  or
announced  as  provided  above  by  3:00  p.m.,  New  York  City  time,  on such
Calculation  Date or if no such auction is held in a particular  week,  then the
Treasury Rate shall be calculated by the Calculation  Agent and shall be a yield
to maturity  (expressed as a bond  equivalent,  on the basis of a year of 365 or
366 days,  as  applicable,  and applied on a daily  basis) of the average of the
secondary market bid rates, as of  approximately  3:30 p.m., New York City time,
on such Interest  Determination  Date, of three  leading  primary  United States
government   securities   dealers  selected  by  the  Calculation  Agent  (after
consultation  with the Company) for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity  specified on the face hereof;  provided,
however,  that if the dealers selected as aforesaid by the Calculation Agent are
not quoting bid rates as mentioned in this sentence,  the interest rate for such
Interest Determination Date shall equal the interest rate then in effect on such
Interest  Determination  Date.  In  determining  the  Treasury  Rate,  the  rate
determined  in any of the above  cases  shall be  adjusted  by the  addition  or
subtraction  of the  Spread,  if  any,  specified  on  the  face  hereof,  or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.

         The Company will calculate, or will appoint and enter into an agreement
with an agent to  calculate  (the  Company or such agent being the  "Calculation
Agent"),  the  interest  rates on  Floating  Rate Notes  (including  this Note).
Initially,  The Bank of New York shall be the Calculation Agent. The Calculation
Agent shall  calculate the interest rate hereon in accordance with the foregoing
and will confirm in writing such calculation to the Trustee and any Paying Agent
promptly after each such determination. Neither the Trustee nor any Paying Agent
shall be  responsible  for any such  calculation.  At the  request of the Holder
hereof, the Calculation Agent will provide the interest rate then in effect and,
if determined, the interest rate that will become effective on the next Interest
Reset Date. All  determinations  of interest rates by the Calculation  Agent, in
the absence of manifest error,  shall be conclusive for all purposes and binding
on  the  Holder  hereof.   The  Calculation   Date  pertaining  to  an  Interest
Determination  Date  shall  be  the  tenth  calendar  day  after  such  Interest
Determination Date, or if not a Business Day, the next succeeding Business Day.

3. The  authorized  denominations  of Notes will be $1,000 and any larger amount
that is an integral multiple of $1,000.

4.  Each  Note  will be  issued  initially  as  either  a  Book-Entry  Note or a
Certificated  Note. Only Registered Notes may be issued as Book-Entry Notes, and
such Notes  will not be  exchangeable  for  Certificated  Notes  and,  except as
otherwise  provided  in  the  Indenture,  will  not  otherwise  be  issuable  as
Certificated Notes.

5. Payments of interest  (other than interest  payable at Maturity) will be made
by check  mailed to the address of the Person  entitled  thereto as such address
shall  appear on the  Security  Register  on the  applicable  Record  Date.  The
principal hereof and any premium and interest hereon payable at Maturity or upon
earlier redemption or repayment will be paid in immediately available funds upon
surrender  of this Note at the  corporate  trust office or agency of the Trustee
located in the City of New York.

6. If so specified  on the face hereof,  this Note may be redeemed at the option
of the Company, as a whole or from time to time in part, on any date on or after
the Initial  Redemption  Date shown on the face hereof and prior to the Maturity
Date,  upon  not less  than 30 nor more  than 60  days'  prior  notice  given as
provided in the  Indenture,  at the  redemption  price shown on the face hereof,
together in each case with accrued interest, if any, to the Redemption Date, but
interest  installments  whose Stated  Maturity is on or prior to such Redemption
Date will be  payable to the  holder of this  Note,  or one or more  Predecessor
Securities, of record at the close of business on the

<PAGE>


relevant  Record Dates  referred to on the face  hereof,  all as provided in the
Indenture.  If less than all of the  Outstanding  Notes are to be redeemed,  the
Company  shall select the tenor and terms of the Notes to be  redeemed.  If less
than all the Outstanding  Notes of like tenor and terms are to be redeemed,  the
particular  Notes to be redeemed  shall be selected by the Trustee not less than
60 days prior to the Redemption  Date from the  Outstanding  Notes of like tenor
and terms not  previously  called for  redemption.  Such  selection  shall be of
principal amounts equal to the minimum  authorized  denominations for such Notes
or any integral multiple thereof. Subject to the immediately preceding sentence,
such  selection  shall  be made by any  method  as the  Trustee  deems  fair and
appropriate.  The notice of such redemption  shall specify which Notes are to be
redeemed.  In the event of  redemption  of this Note in part only, a new Note or
Notes  for the  unredeemed  portion  hereof  shall be  issued in the name of the
Holder hereof upon the cancellation hereof.

7. The Company may, at any time,  purchase Notes at any price in the open market
or otherwise. Notes so purchased by the Company may, at its discretion, be held,
resold or surrendered to the Trustee for cancellation.

8.       This Note will not be subject to any sinking fund.

9. As provided in the Indenture,  and subject to certain limitations therein set
forth,  this  Note is  exchangeable  for a like  aggregate  principal  amount of
different authorized denominations as requested by the Holder.

10. As provided in the Indenture and subject to certain  limitations therein set
forth, the transfer of this Note is registerable on the Security Register of the
Company upon surrender of this Note for  registration  of transfer at the office
or agency of the Company in the Borough of Manhattan,  the City and State of New
York,  duly endorsed by, or accompanied  by a written  instrument of transfer in
form  satisfactory to the Company,  the Security  Registrar and the Trustee duly
executed by the Holder  hereof or his attorney duly  authorized in writing,  and
thereupon one or more new Notes of this series, of authorized  denominations and
for the same  aggregate  principal  amount,  will be  issued  to the  designated
transferee or transferees.

         No service charge shall be made for any such  registration  of transfer
or exchange,  but the Company may require  payment of a sum  sufficient to cover
any tax or governmental charge payable in connection therewith.

11. Prior to due  presentment  of this Note for  registration  of transfer,  the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose  name  this  Note is  registered  as the  owner  hereof  for all
purposes,  whether or not this Note be overdue,  and neither  the  Company,  the
Trustee nor any such agent shall be affected by notice to the contrary.

12. If an Event of Default  with  respect to the Notes of this series shall have
occurred and be continuing, the principal of all the Notes of this series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

13. In case this Note shall at any time become mutilated,  destroyed,  stolen or
lost and  this  Note or  evidence  of the  loss,  theft  or  destruction  hereof
(together  with  such  indemnity  and such  other  documents  or proof as may be
required by the Company or the  Trustee)  shall be  delivered  to the  principal
corporate  trust office of the Trustee,  a new Registered Note of like tenor and
principal  amount will be issued by the Company in exchange  for, or in lieu of,
this Note. All expenses and reasonable  charges  associated  with procuring such
indemnity and with the  preparation,  authentication  and delivery of a new Note
shall be borne by the Holder of this Note.

14. The Indenture  permits,  with certain  exceptions as therein  provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holder of the  Securities  of each  series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the  Securities  of any series at the time  Outstanding  of each series to be
affected.  The Indenture  also contains  provisions  permitting the Holders of a
majority in aggregate  principal  amount of the  Securities of any series at the
time  Outstanding  on behalf of the Holders of all the Securities of such series
to waive compliance by the Company with certain  provisions of the Indenture and
certain past  defaults  under the  Indenture  and their  consequences.  Any such
consent  or waiver by the Holder of this Note shall be  conclusive  and  binding
upon such  Holder and upon all future  Holders of this Note and any Note  issued
upon the  registration  of  transfer  hereof  or in  exchange  hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon the Note.

         Holders of  Securities  may not enforce  their  rights  pursuant to the
Indenture or the Securities  except as provided in the  Indenture.  No reference
herein to the Indenture and no provision of this Note or of the Indenture  shall
alter  or  impair  the  obligation  of  the  Company,   which  is  absolute  and
unconditional,  to pay the  principal of (and  premium,  if any) and interest on
this Note at the times,  places  and rate,  and in the coin or  currency  herein
prescribed.

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

16.  All terms  used in this Note not  otherwise  defined  in this Note that are
defined  in the  Indenture  shall  have  the  meanings  assigned  to them in the
Indenture.

17. This Note shall be deemed to be a contract  made and to be performed  solely
in the State of New York,  and for all purposes be governed by, and construed in
accordance  with,  the laws of said State without regard to the conflicts of law
rules of said State.



<PAGE>



                        ---------------------------------

                                  ABBREVIATIONS

         The following  abbreviations,  when used in the inscription on the face
of this  instrument,  shall be construed as though they were written out in full
according to applicable laws or regulations:






TEN COM       --  as tenants in common

TEN ENT       --  as tenants by the entireties

JT TEN        --  as joint tenants with right of survivorship and not as tenants
                  in common

UNIF GIFT MIN ACT -- ..................................................
         .........                              Custodian
         .........         (Cust.)                         (Minor)

         .........              Under Uniform Gifts to Minors Act

                    ---------------------------------------------------
         _________                                 (State)





                      Additional  abbreviations  also may be used  though not in
the above list.

                     --------------------------------------

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

Please insert Social Security or Other
    Identifying Number of Assignee








     (Please print or type name and address including Zip Code of Assignee)



the within Note and all rights thereunder, irrevocably constituting and
appointing such person attorney

to transfer Note on the books of the Bank, with full power of substitution
in the premises.


Dated:
         NOTICE:  The  signature  to this  assignment  must  correspond
         with the names as  written  upon the face of the  within  Note
         in every particular  without  alteration or enlargement or any
         change whatsoever.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>SCE&G TRUST I TRUST AGREEMENT
<TEXT>


                                                     Exhibit 4.03





                           TRUST AGREEMENT

     TRUST  AGREEMENT dated as of October 8, 1997, by and between South Carolina
Electric & Gas Company,  a South Carolina  corporation,  as "Depositor," and The
Bank of New York  (Delaware),  as trustee (the  "Delaware  Trustee"),  and M. R.
Cannon, as trustee (the "Administrative  Trustee" and together with the Delaware
Trustee, the "Trustees").

     The Depositor and the Trustees hereby agree as follows:

     Section 1. The Trust.  The trust  created  hereby  shall be known as "SCE&G
Trust I" (the  "Trust"),  in which name the  Trustees,  or the  Depositor to the
extent provided herein,  may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

     Section 2. The Trust  Estate.  The  Depositor  hereby  assigns,  transfers,
conveys and sets over to the Trust the sum of $10. Such amount shall  constitute
the initial  trust estate.  It is the  intention of the parties  hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801 et seq. (the  "Business  Trust Act"),
and that this document  constitutes the governing  instrument of the Trust.  The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware  Secretary of State in accordance with the provisions of
the Business Trust Act.

     Section 3.  Amended  and  Restated  Trust  Agreement.  The  Depositor,  the
Trustees and certain other parties will enter into an amended and restated Trust
Agreement,  satisfactory to each such party and  substantially in the form to be
included  as an  exhibit  to the 1933 Act  Registration  Statement  (as  defined
below),  to provide for the  contemplated  operation of the Trust created hereby
and the  issuance of the  Preferred  Securities  (as  defined  below) and common
securities  of the Trust to be referred to therein.  Prior to the  execution and
delivery of such amended and restated  Trust  Agreement,  the Trustees shall not
have any duty or  obligation  hereunder  or with  respect  to the trust  estate,
except as otherwise  required by applicable law or as may be necessary to obtain
prior to such  execution  and  delivery  and  licenses,  consents  or  approvals
required by applicable law or otherwise.








<PAGE>





     Section 4. Certain  Authorizations.  The  Depositor,  as the sponsor of the
Trust,  is hereby  authorized,  (i) to file  with the  Securities  and  Exchange
Commission (the  "Commission") and execute,  in each case on behalf of the Trust
(a)  the  Registration  Statement  on  Form  S-3  (the  "1933  Act  Registration
Statement"),  including any pre-effective or  post-effective  amendments to such
1933 Act  Registration  Statement  (including  the  prospectus  and the exhibits
contained  therein),  relating to the  registration  under the Securities Act of
1933,  as amended,  of the  preferred  securities  of the Trust (the  "Preferred
Securities")   and  certain  other   securities  of  the  Depositor  and  (b)  a
Registration  Statement  on Form 8-A (the  "1934  Act  Registration  Statement")
(including all pre-effective and post-effective  amendments thereto) relating to
the  registration  of the Preferred  Securities of the Trust under Section 12 of
the Securities  Exchange Act of 1934, as amended;  (ii) to file with one or more
national securities  exchanges (each, an "Exchange") or the National Association
of  Securities  Dealers  ("NASD")  and  execute on behalf of the Trust a listing
application   or   applications   and  all   other   applications,   statements,
certificates,  agreements  and  other  instruments  as  shall  be  necessary  or
desirable to cause the Preferred Securities to be listed on any such Exchange or
the NASD's Nasdaq  National  Market;  (iii) to file and execute on behalf of the
Trust  such  applications,   reports,   surety  bonds,   irrevocable   consents,
appointments  of attorney for service of process and other papers and  documents
as the  Depositor  on behalf of the Trust,  may deem  necessary  or desirable to
register the Preferred  Securities  under the securities or "Blue Sky" laws; and
(iv) to execute on behalf of the Trust such Underwriting  Agreements with one or
more  underwriters  relating to the offering of the Preferred  Securities as the
Depositor, on behalf of the Trust, may deem necessary or desirable. In the event
that any filing  referred to in clauses (i),  (ii) or (iii) above is required by
the rules and  regulations of the  Commission,  any Exchange,  the NASD or state
securities  or "Blue  Sky"  laws,  to be  executed  on  behalf of the Trust by a
Trustee, the Depositor and any Trustee are hereby authorized to join in any such
filing and to execute  on behalf of the Trust any and all of the  foregoing;  it
being  understood  that The Bank of New York  (Delaware),  in its  capacity as a
trustee  of the  Trust,  shall  not be  required  to join in any such  filing or
execute on behalf of the Trust any such  document  unless  required  by any such
law, rule or regulation.

     Section 5.    Counterparts.  This Trust Agreement may be
executed in one or more counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the
same instrument.






<PAGE>



     Section 6. Trustees.  The number of Trustees initially shall be two (2) and
thereafter  the number of  Trustees  shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor, which may increase
or  decrease  the  number of  Trustees;  provided,  however,  that to the extent
required by the Business Trust Act, one Trustee shall either be a natural person
who is a  resident  of the State of  Delaware  or, if not a natural  person,  an
entity  which has its  principal  place of business in the State of Delaware and
otherwise  meets the  requirements  of applicable  Delaware law.  Subject to the
foregoing,  the  Depositor  is entitled to appoint or remove  without  cause any
Trustee at any time.  Any Trustee may resign upon thirty  days' prior  notice to
the  Depositor,  provided,  however,  such notice shall not be required if it is
waived by the Depositor.

     Section 7. Limitation.  The Bank of New York (Delaware), in its capacity as
a Trustee,  shall not have any of the powers or duties of the Trustees set forth
herein,  except as expressly  required by the Business Trust Act, and shall be a
trustee of the Trust for the sole  purpose of  satisfying  the  requirements  of
Section 3807 of the Business Trust Act.

     Section 8.    Governing Law.  This Trust Agreement shall be
governed by, and construed in accordance with, the laws of the
State of Delaware (without regard to conflicts of law principles).

     IN WITNESS WHEREOF,  the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.


                      SOUTH CAROLINA ELECTRIC & GAS
                      COMPANY, as Depositor


                      By: s/M. R. Cannon
                           Name: M. R. Cannon
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>CERTIFICATE OF TRUST - SCE&G TRUST I
<TEXT>



                                                   Exhibit 4.04



                       CERTIFICATE OF TRUST

                                OF

                            SCE&G TRUST I


          This  Certificate  of  Trust  of SCE&G  Trust I (the  "Trust"),  dated
October  8,  1997,  is being  duly  executed  and filed by the  undersigned,  as
trustees,  to form a business  trust under the Delaware  Business  Trust Act (12
Del. C. (S) 3801 et seq.)

          1.   Name. The name of the business trust being formed
hereby is SCE&G Trust I.

          2. Delaware  Trustee.  The name and business address of the trustee of
the Trust with a  principal  place of  business  in the State of Delaware is The
Bank of New York (Delaware),  whose business address is White Clay Center, Route
273, Newark, Delaware 19711.

          IN WITNESS WHEREOF, the undersigned,  being the trustees of the Trust,
have executed this Certificate of Trust as of the date first above written.

                    THE BANK OF NEW YORK



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>JUNIOR SUBORDINATED INDENTURE OF SCE&G TRUST I
<TEXT>




                                                 Exhibit 4.05


            =======================================

             SOUTH CAROLINA ELECTRIC & GAS COMPANY
                           as Issuer


                              to


                     THE BANK OF NEW YORK,
                         as Trustee


                   ---------------------------


                  JUNIOR SUBORDINATED INDENTURE


                  Dated as of October 28, 1997



                   ---------------------------



             ===========================================

                 SOUTH CAROLINA ELECTRIC & GAS COMPANY

                  Reconciliation  and tie  between  the Trust  Indenture  Act of
1939(including  cross-references  to provisions of Sections 310 to and including
317 which,  pursuant to Section  318(c) of the Trust  Indenture  Act of 1939, as
amended by the Trust Reform Act of 1990,  are a part of and govern the Indenture
whether  or not  physically  contained  therein)  and  the  Junior  Subordinated
Indenture, dated as of October 28, 1997.





<PAGE>



TRUST INDENTURE                                             INDENTURE
  ACT SECTION                                                SECTION


Section  310     (a) (1), (2) and (5)                         6.9
          (a) (3)                                        Not Applicable
          (a) (4)                                        Not Applicable
          (b)                                             6.8, 6.10(d)
          (c)                                            Not Applicable
Section 311     (a)                                           6.13
          (b)                                                 6.13
          (c)                                            Not Applicable
Section 312  (a)                                           7.1, 7.2(a)
          (b)                                                 7.2(b)
          (c)                                                 7.2(c)
Section 313  (a)                                           7.3(a), (b)
          (b)                                                 7.3(a)
          (c)                                                 7.3(a)
          (d)                                                 7.3(c)
Section 314     (a) (1), (2) and (3)                          7.4
          (a) (4)                                            10.4
          (b)                                            Not Applicable
          (c) (1)                                             1.2
          (c) (2)                                             1.2
          (c) (3)                                        Not Applicable
          (d)                                            Not Applicable
          (e)                                                 1.2
          (f)                                            Not Applicable
Section 315     (a)                                           6.1(a)
          (b)                                                 6.2
          (c)                                                 6.1(b)
          (d)                                                 6.1(c)
          (d) (1)                                             6.1(c)(i)
          (d) (2)                                             6.1(c)(ii)
          (d) (3)                                           6.1(c) (iii)
          (e)                                                   5.14
Section 316     (a)                                             1.1
          (a) (1) (A)                                           5.12
          (a) (1) (B)                                           5.13
          (a) (2)                                        Not Applicable
          (b)                                                5.7, 5.8
          (c)                                                  1.4(f)
Section 317     (a) (1)                                        5.3
          (a) (2)                                              5.4
          (b)                                                 10.3
Section 318     (a)                                            1.7

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




<PAGE>


                         TABLE OF CONTENTS

                                                             Page
                             ARTICLE I

     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION   8

         SECTION 1.1.    Definitions                           8
         SECTION 1.2.    Compliance Certificate and Opinions  18
         SECTION 1.3.    Forms of Documents Delivered to
                           Trustee                            19
         SECTION 1.4.    Acts of Holders                      20
         SECTION 1.5.     Notices, Etc. to the Trustee and the
                           Corporation                        22
         SECTION 1.6.    Notice to Holders; Waiver            23
         SECTION 1.7.    Conflict with Trust Indenture Act    23
         SECTION 1.8.    Effect of Headings and Table of
                           Contents                           23
         SECTION 1.9.    Successors and Assigns               23
         SECTION 1.10.   Separability Clause                  24
         SECTION 1.11.   Benefits of Indenture                24
         SECTION 1.12.   Governing Law                        24
         SECTION 1.13.   Non-Business Days                    24

                           ARTICLE II

                         SECURITY FORMS                       24

         SECTION 2.1.    Forms Generally                      24
         SECTION 2.2.    Form of Face of Security             25
         SECTION 2.3.    Form of Reverse of Security          29
         SECTION 2.4.    Additional Provisions Required in
                           Global Security                    33
         SECTION 2.5.    Form of Trustee's Certificate of
                           Authentication                     33

                             ARTICLE III

                           THE SECURITIES                     33

         SECTION 3.1.   Title and Terms                       33
         SECTION 3.2.   Denominations                         37
         SECTION 3.3.   Execution, Authentication, Delivery
                          and Dating                          37
         SECTION 3.4.   Temporary Securities                  39
         SECTION 3.5.   Global Securities                     39
         SECTION 3.6.   Registration, Transfer and Exchange
                          Generally                           41
         SECTION 3.7.   Mutilated, Destroyed, Lost and
                          Stolen Securities                   42
         SECTION 3.8.   Payment of Interest and Additional
                          Interest; Interest Rights Preserved  43
         SECTION 3.9.   Persons Deemed Owners                  45
         SECTION 3.10.  Cancellation                           45


<PAGE>



         SECTION 3.11.  Computation of Interest                45
         SECTION 3.12.  Deferrals of Interest Payment Dates    46
         SECTION 3.13.  Right of Setoff                        47
         SECTION 3.14.  Agreed Tax Treatment                   47
         SECTION 3.15.  Shortening or Extension of Stated
                          Maturity                             47
         SECTION 3.16.  CUSIP Numbers                          48


                            ARTICLE IV

                    SATISFACTION AND DISCHARGE                 48

         SECTION 4.1.  Satisfaction and Discharge of Indenture 48
         SECTION 4.2.     Application of Trust Money           49

                           ARTICLE V

                            REMEDIES                           50

       SECTION 5.1.  Events of Default                         50
       SECTION 5.2.  Acceleration of Maturity; Rescission
                      and Annulment                            51
       SECTION 5.3.  Collection of Indebtedness and Suits
                       for Enforcement by Trustee              53
       SECTION 5.4.  Trustee May File Proofs of Claim          53
       SECTION 5.5.  Trustee May Enforce Claim Without
                       Possession  of Securities               55
       SECTION 5.6.  Application of Money Collected            55
       SECTION 5.7.  Limitation on Suits                       55
       SECTION 5.8.  Unconditional Right of Holders to
                       Receive Principal, Premium and
                       Interest; Direct Action by Holders
                       of Trust Preferred Securities           56
       SECTION 5.9.  Restoration of Rights and Remedies        57
       SECTION 5.10.  Rights and Remedies Cumulative           57
       SECTION 5.11.  Delay or Omission Not Waiver             57
       SECTION 5.12.  Control by Holders                       58
       SECTION 5.13.  Waiver of Past Defaults                  58
       SECTION 5.14.  Undertaking for Costs                    59
       SECTION 5.15.  Waiver of Usury, Stay or Extension Laws  59




<PAGE>


                         ARTICLE VI

                         THE TRUSTEE                         60

     SECTION 6.1.  Certain Duties and Responsibilities       60
     SECTION 6.2.  Notice of Defaults                        61
     SECTION 6.3.  Certain Rights of Trustee                 61
     SECTION 6.4.  Not Responsible for Recitals or Issuance
                     of Securities                           62
     SECTION 6.5.  May Hold Securities                       63
     SECTION 6.6.  Money Held in Trust                       63
     SECTION 6.7.  Compensation and Reimbursement            63
     SECTION 6.8.  Disqualification; Conflicting Interests   64
     SECTION 6.9.  Corporate Trustee Required; Eligibility   64
     SECTION 6.10. Resignation and Removal; Appointment
                     of Successor                            65
     SECTION 6.11. Acceptance of Appointment by Successor    66
     SECTION 6.12. Merger, Conversion, Consolidation or
                     Succession to Business                  67
     SECTION 6.13. Preferential Collection of Claims
                     Against Corporation                     68
     SECTION 6.14. Appointment of Authenticating Agent       68

                          ARTICLE VII

      HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION  70

     SECTION 7.1.  Corporation to Furnish Trustee Names
                     and Addresses of Holders                70
     SECTION 7.2.  Preservation of Information,
                     Communications to Holders               70
     SECTION 7.3.  Reports by Trustee                        71
     SECTION 7.4.  Reports by Corporation                    71

                         ARTICLE VIII

     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE    71

     SECTION 8.1.  Corporation May Consolidate, Etc.,
                     Only on Certain Terms                   71
     SECTION 8.2.  Successor Corporation Substituted         72

                             ARTICLE IX

                      SUPPLEMENTAL INDENTURES                73

     SECTION 9.1.     Supplemental Indentures without
                        Consent of Holders                   73
     SECTION 9.2.     Supplemental Indentures with Consent
                        of Holders                           74
     SECTION 9.3.     Execution of Supplemental Indentures   76
     SECTION 9.4.     Effect of Supplemental Indentures      76
     SECTION 9.5.     Conformity with Trust Indenture Act    76
     SECTION 9.6.     Reference in Securities to
                        Supplemental Indentures              76



<PAGE>



                                ARTICLE X

                                COVENANTS                     77

     SECTION 10.1.     Payment of Principal, Premium and
                         Interest                             77
     SECTION 10.2.     Maintenance of Office or Agency        77
     SECTION 10.3.     Money for Security Payments to be
                         Held in Trust                        79
     SECTION 10.4.     Statement as to Compliance             79
     SECTION 10.5.     Waiver of Certain Covenants            79
     SECTION 10.6.     Additional Sums                        80
     SECTION 10.7.     Additional Covenants                   80
     SECTION 10.8.     Original Issue Discount                82

                                ARTICLE XI

                          REDEMPTION OF SECURITIES            82

     SECTION 11.1     Applicability of This Article           82
     SECTION 11.2.    Election to Redeem; Notice to Trustee   82
     SECTION 11.3.    Selection of Securities to be Redeemed  83
     SECTION 11.4.    Notice of Redemption                    83
     SECTION 11.5.    Deposit of Redemption Price             84
     SECTION 11.6.    Payment of Securities Called for
                        Redemption                            84
     SECTION 11.7.    Right of Redemption of Securities
                        Initially Issued to an Issuer Trust   85

                                ARTICLE XII

                               SINKING FUNDS                  86

     SECTION 12.1.     Applicability of Article               86
     SECTION 12.2.     Satisfaction of Sinking Fund Payments
                         with Securities                      86
     SECTION 12.3.     Redemption of Securities for Sinking
                         Fund                                 86



<PAGE>


                             ARTICLE XIII

                   SUBORDINATION OF SECURITIES                 88

     SECTION 13.1.    Securities Subordinate to Senior Debt    88
     SECTION 13.2.    No Payment When Senior Debt in Default;
                        Payment Over of Proceeds Upon
                        Dissolution, Etc                       88
     SECTION 13.3.    Payment Permitted If No Default          90
     SECTION 13.4.    Subrogation to Rights of Holders of
                        Senior Debt                            91
     SECTION 13.5.    Provisions Solely to Define Relative
                        Rights                                 91
     SECTION 13.6.    Trustee to Effectuate Subordination      92
     SECTION 13.7.    No Waiver of Subordination Provisions    92
     SECTION 13.8.    Notice to Trustee                        93
     SECTION 13.9.    Reliance on Judicial Order or
                        Certificate of Liquidating Agent       93
     SECTION 13.10.   Trustee Not Fiduciary for Holders of
                        Senior Debt                            94
     SECTION 13.11.   Rights of Trustee as Holder of Senior
                        Debt; Preservation of Trustee's
                        Rights                                 94
     SECTION 13.12.   Article Applicable to Paying Agents      94






<PAGE>



     JUNIOR SUBORDINATED INDENTURE,  dated as of October 28, 1997, between South
Carolina   Electric  &  Gas  Company,   a  South   Carolina   corporation   (the
"Corporation"),  and The Bank of New York,  a New York banking  corporation,  as
Trustee (the "Trustee").

                            RECITALS

     WHEREAS,  the Corporation has duly authorized the execution and delivery of
this  Indenture to provide for the issuance  from time to time of its  unsecured
junior   subordinated  debt  securities  in  series   (hereinafter   called  the
"Securities")  of  substantially  the  tenor  hereinafter  provided,   including
Securities issued to evidence loans made to the Corporation of the proceeds from
the issuance from time to time by one or more  business  trusts (each an "Issuer
Trust") of preferred undivided beneficial interests in the assets of such Issuer
Trusts  (the  "Trust  Preferred  Securities")  and common  undivided  beneficial
interests  in the assets of such Issuer  Trusts (the  "Common  Securities"  and,
collectively with the Trust Preferred Securities,  the "Trust Securities"),  and
to  provide  the terms  and  conditions  upon  which  the  Securities  are to be
authenticated, issued and delivered; and

     WHEREAS,  all things  necessary to make this Indenture a valid agreement of
the Corporation in accordance with its terms, have been done.

     NOW THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof,  it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof,
as follows:

                            ARTICLE I

     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.1.  Definitions.

     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  that  are  defined  in the  Trust
Indenture  Act,  either  directly or by  reference  therein,  have the  meanings
assigned to them therein;

          (c) The words "include," "includes" and "including" shall be deemed to
be followed by the phrase "without limitation";




<PAGE>


          (d) All  accounting  terms  not  otherwise  defined  herein  have  the
meanings  assigned to them in  accordance  with  generally  accepted  accounting
principles;

          (e) Whenever  the context may  require,  any gender shall be deemed to
include the others;

          (f)  Unless  the  context  otherwise  requires,  any  reference  to an
"Article" or a "Section" refers to an Article or a Section,  as the case may be,
of this Indenture; and

          (g) The words "hereby,"  "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.

     "Act" when used with  respect to any Holder has the  meaning  specified  in
Section 1.4.

     "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 Sums" has the meaning specified in Section 10.6.

     "Additional   Taxes"  means  any   additional   taxes,   duties  and  other
governmental  charges to which an Issuer  Trust has become  subject from time to
time as a result of a Tax Event.

     "Administrative  Trustees"  means,  in respect of any  Issuer  Trust,  each
Person identified as an "Administrative Trustee" in the related Trust Agreement,
solely in such Person's capacity as Administrative  Trustee of such Issuer Trust
under such Trust Agreement and not in such Person's individual capacity,  or any
successor administrative trustee appointed as therein provided.

     "Affiliate"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

     "Agent Member" means any member of, or participant in, the
Depositary.




<PAGE>


     "Allocable  Amounts,"  when used with  respect to any  Senior  Subordinated
Indebtedness of the Corporation  means the amount necessary to pay all principal
of (and  premium,  if any) and  interest,  if any, on such  Senior  Subordinated
Indebtedness  of the  Corporation,  in full less, if applicable,  any portion of
such amounts which would have been paid to, and retained by, the holders of such
Senior Subordinated Indebtedness (whether as a result of the receipt of payments
by the holders of such Senior Subordinated  Indebtedness from the Corporation or
any other  obligor  thereon or from any  holders  of, or trustee in respect  of,
other  indebtedness  that is subordinate  and junior in right of payment to such
Senior Subordinated  Indebtedness pursuant to any provision of such indebtedness
for the payment over of amounts received on account of such  indebtedness to the
holders of such  Senior  Subordinated  Indebtedness)  but for the fact that such
Senior Subordinated Indebtedness is subordinate or junior in right of payment to
trade accounts payable or accrued  liabilities arising in the ordinary course of
business.

     "Applicable  Procedures" means, with respect to any transfer or transaction
involving  a Global  Security  or  beneficial  interest  therein,  the rules and
procedures  of the  Depositary  for such  Security,  in each case to the  extent
applicable to such transaction and as in effect from time to time.

     "Authenticating  Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to  authenticate  Securities  of
one or more series.

     "Bankruptcy Code" means Title 11 of the United States Code or any successor
statute thereto, in each case as amended from time to time.

     "Board of Directors" means the board of directors of the Corporation or the
Executive  Committee of the board of directors of the  Corporation (or any other
committee  of the  board of  directors  of the  Corporation  performing  similar
functions)  or  a  committee  designated  by  the  board  of  directors  of  the
Corporation (or such  committee),  comprised of two or more members of the board
of  directors  or  officers,  or both,  of the  Corporation  in each case as the
context requires.

     "Board Resolution" means a copy of a resolution  certified by the Secretary
or an Assistant  Secretary of the  Corporation  to have been duly adopted by the
Board of Directors,  or officers of the Corporation to which authority to act on
behalf of the Board of Directors has been delegated, and to be in full force and
effect on the date of such certification, and delivered to the Trustee.



<PAGE>



     "Business  Day" means any day other than (i) a Saturday  or Sunday,  (ii) a
day on which  banking  institutions  in the City of New York are  authorized  or
required by law or  executive  order to remain  closed or (c) a day on which the
Corporate  Trust Office of the Trustee,  or, with respect to the Securities of a
series  initially  issued to an Issuer Trust for so long as such  Securities are
held by such  Issuer  Trust,  the  "Corporate  Trust  Office" (as defined in the
related  Trust  Agreement)  of the  Property  Trustee  under the  related  Trust
Agreement, is closed for business.

     "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" has the meaning specified in the first
recital of this Indenture.

     "Common Stock" means the common stock of the Corporation.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered.

     "Corporation"  includes  a  corporation,   association,   company,  limited
liability company, joint-stock company or business trust.

     "Corporation"  means the  Person  named as the  "Corporation"  in the first
paragraph of this Indenture until a successor corporation shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Corporation" shall mean such successor corporation.

     "Corporation  Request"  and  "Corporation  Order" mean,  respectively,  the
written  request or order signed in the name of the  Corporation by the Chairman
of the Board of Directors, its Chief Executive Officer, its President, its Chief
Financial Officer, a Vice President or its Treasurer, and by its Secretary or an
Assistant Secretary, and delivered to the Trustee.

     "Debt" means,  with respect to any Person,  whether recourse is to all or a
portion of the assets of such Person and whether or not  contingent  and without
duplication,  (i) every obligation of such Person for money borrowed; (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments,  including  obligations incurred in connection with the acquisition
of property, assets or businesses;  (iii) every reimbursement obligation of such
Person  with  respect  to letters of  credit,  bankers'  acceptances  or similar
facilities issued for the account of such Person;  (iv) every obligation of such
Person issued or assumed as the deferred  purchase price of property or services
(but


<PAGE>


excluding trade accounts payable or accrued  liabilities arising in the ordinary
course of business); (v) every capital lease obligation of such Person; (vi) all
indebtedness  of the  Corporation,  whether  incurred on or prior to the date of
this  Indenture  or  thereafter  incurred,  for claims in respect of  derivative
products,  including  interest rate, foreign exchange rate and commodity forward
contracts,  options  and  swaps  and  similar  arrangements;   and  (vii)  every
obligation of the type referred to in clauses (i) through (vi) of another Person
and all dividends of another Person the payment of which,  in either case,  such
Person has guaranteed or is  responsible or liable for,  directly or indirectly,
as obligor or otherwise.

     "Defaulted Interest" has the meaning specified in Section 3.8.

     "Delaware  Trustee"  means,  with respect to any Issuer  Trust,  the Person
identified as the "Delaware  Trustee" in the related Trust Agreement,  solely in
its capacity as Delaware Trustee of such Issuer Trust under such Trust Agreement
and  not in its  individual  capacity,  or its  successor  in  interest  in such
capacity, or any successor Delaware trustee appointed as therein provided.

     "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 Corporation  pursuant to Section 3.1 with
respect to such series (or any successor thereto).

     "Discount  Security"  means any security  that  provides for an amount less
than the principal  amount  thereof to be due and payable upon a declaration  of
acceleration of the Maturity thereof pursuant to Section 5.2.

    "Distributions,"  with respect to the Trust  Securities  issued by an Issuer
Trust,  means amounts payable in respect of such Trust Securities as provided in
the related Trust Agreement and referred to therein as "Distributions."

     "Dollar" or "$" means the currency of the United States of America that, as
at the time of  payment,  is legal  tender for the payment of public and private
debts.

     "Event of Default," unless otherwise  specified with respect to a series of
Securities as contemplated by Section 3.1, has the meaning  specified in Article
V.


<PAGE>


     "Exchange  Act" means the  Securities  Exchange  Act of 1934 or any statute
successor thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 1.4.

     "Extension Period" has the meaning specified in Section 3.12.

     "Global  Security"  means a Security in the form  prescribed in Section 2.4
evidencing  all or part of a series of  Securities,  issued to the Depositary or
its nominee for such series,  and  registered in the name of such  Depositary or
its nominee.

     "Guarantee  Agreement"  means,  with  respect  to  any  Issuer  Trust,  the
Guarantee  Agreement  executed by the Corporation for the benefit of the Holders
of the Trust  Preferred  Securities  issued by such  Issuer  Trust as  modified,
amended or supplemented from time to time.

     "Holder" means a Person in whose name a Security is registered
in the Securities Register.

     "Indenture" means this instrument as originally  executed or as it may from
time to time be supplemented  or amended by one or more indentures  supplemental
hereto  entered  into  pursuant to the  applicable  provisions  hereof and shall
include  the  terms of each  particular  series  of  Securities  established  as
contemplated by Section 3.1.

     "Interest Payment Date" means, as to each series of Securities,  the Stated
Maturity of an installment of interest on such Securities.

     "Investment  Company Act" means the  Investment  Company Act of 1940 or any
successor statute thereto, in each case as amended from time to time.

     "Issuer Trust" has the meaning specified in the first recital
of this Indenture.

     "Maturity"  when used with respect to any Security  means the date on which
the principal of such Security or any  installment of principal  becomes due and
payable as  therein or herein  provided,  whether at the Stated  Maturity  or by
declaration of acceleration, call for redemption or otherwise.
     "Notice of Default" means a written notice of the kind
specified in Section 6.2.




<PAGE>


     "Officers'  Certificate"  means a certificate signed by the Chairman of the
Board, the Chief Executive Officer, the President,  the Chief Financial Officer,
a Vice  President,  the Chief  Financial  Officer or the  Treasurer,  and by the
Secretary or an Assistant  Secretary,  of the  Corporation  and delivered to the
Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for or an employee of the Corporation or any Affiliate of the Corporation.

     "Original Issue Date" means the date of issuance  specified as such in each
Security.

     "Outstanding"  means,  when used in reference to the Securities,  as of the
date of determination,  all Securities  theretofore  authenticated and delivered
under this Indenture, except:

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

          (b)  Securities  for whose payment  money in the necessary  amount has
been theretofore deposited with the Trustee or any Paying Agent in trust for the
Holders of such Securities; and

          (c)  Securities  in  substitution  for  or  in  lieu  of  which  other
Securities have been authenticated and delivered or that have been paid pursuant
to Section 3.7,  unless proof  satisfactory to the Trustee is presented that any
such  Securities  are held by Holders in whose hands such  Securities are valid,
binding and legal obligations of the Corporation;

provided,  however,  that 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, Securities owned
by the  Corporation or any other obligor upon the Securities or any Affiliate of
the  Corporation or such other obligor shall be disregarded and deemed not to be
Outstanding,  except that, in determining whether the Trustee shall be protected
in relying upon any such  request,  demand,  authorization,  direction,  notice,
consent or waiver,  only  Securities that the Trustee knows to be so owned shall
be so disregarded.  Securities so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's  right so to act with respect to such  Securities and that
the pledgee is not the  Corporation  or any other obligor upon the Securities or
any Affiliate of the Corporation or such other obligor. Upon the written request
of the  Trustee,  the  Corporation  shall  furnish to the  Trustee  promptly  an
Officers'  Certificate listing and identifying all Securities,  if any, known by
the Corporation to be owned or held by or for the account of the Corporation, or
any other obligor on the Securities or any Affiliate of the  Corporation or such
obligor,  and subject to the  provisions  of Section 6.1,  the Trustee  shall be
entitled to accept such  Officers'  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.  Notwithstanding
anything herein


<PAGE>


to the contrary,  Securities of any series  initially  issued to an Issuer Trust
that  are  owned  by  such  Issuer  Trust  shall  be  deemed  to be  Outstanding
notwithstanding  the  ownership  by  the  Corporation  or an  Affiliate  of  any
beneficial interest in such Issuer Trust.

     "Paying  Agent"  means  the  Trustee  or  any  Person   authorized  by  the
Corporation  to pay the  principal  of (or  premium,  if any) or interest on, or
other amounts in respect of, any Securities on behalf of the Corporation.

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate,  partnership,   joint  venture,  trust,  unincorporated  association  or
government or any agency or political  subdivision  thereof, or any other entity
of whatever nature.

     "Place of Payment" means, with respect to the Securities of any series, the
place or places where the principal of (and premium, if any) and interest on the
Securities of such series are payable pursuant to Section 3.1.

     "Predecessor  Security" of any  particular  Security  means every  previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security.  For  the  purposes  of  this  definition,   any  security
authenticated and delivered under Section 3.7 in lieu of a mutilated, destroyed,
lost or  stolen  Security  shall be  deemed  to  evidence  the same  debt as the
mutilated, destroyed, lost or stolen Security.

     "Proceeding" has the meaning specified in Section 13.2.

     "Property  Trustee"  means,  with respect to any Issuer  Trust,  the Person
identified as the "Property  Trustee" in the related Trust Agreement,  solely in
its capacity as Property Trustee of such Issuer 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.

     "Redemption  Date," when used with  respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture or the
terms of such Security.
     "Redemption  Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
with respect to the  Securities of a series  means,  unless  otherwise  provided
pursuant to Section 3.1 with respect to Securities of such series, the date that
is 15 days next preceding such Interest  Payment Date (whether or not a Business
Day).



<PAGE>


     "Responsible  Officer,"  when used with respect to the  Trustee,  means the
chairman or any  vice-chairman  of the board of  directors,  the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee,  the president,  any vice president,  the secretary, any
assistant secretary,  the treasurer,  any assistant treasurer,  the cashier, any
assistant cashier,  any trust officer or assistant trust officer, the controller
or any  assistant  controller  or any other  officer of the Trustee  customarily
performing  functions  similar to those performed by any of the above designated
officers and also means,  with respect to a particular  corporate  trust matter,
any other  officer to whom such matter is referred  because of his  knowledge of
and familiarity with the particular subject.

     "Rights Plan" means a plan of the Corporation providing for the issuance by
the  Corporation  to all  holders of its Common  Stock of rights  entitling  the
holders  thereof to subscribe  for or purchase  shares of any class or series of
capital stock of the  Corporation  which rights (i) are deemed to be transferred
with such  shares of such  Common  Stock and (ii) are also  issued in respect of
future  issuances of such Common Stock,  in each case until the  occurrence of a
specified event or events.

     "Securities" or "Security"  means any debt securities or debt security,  as
the case may be, authenticated and delivered under this Indenture.

     "Securities Act" means the Securities Act of 1933 or any successor  statute
thereto, in each case as amended from time to time.

     "Securities  Register"  and  "Securities  Registrar"  have  the  respective
meanings specified in Section 3.6.

     "Senior  Debt" of the  Corporation  means (i)  Senior  Indebtedness  of the
Corporation  (but  excluding  trade  accounts  payable and  accrued  liabilities
arising in the ordinary  course of business) and (ii) the  Allocable  Amounts of
Senior Subordinated Indebtedness of the Corporation.

     "Senior  Indebtedness"  means  any  obligation  of the  Corporation  to its
creditors,  whether now  outstanding or  subsequently  incurred,  other than any
obligation as to which, in the instrument  creating or evidencing the obligation
or pursuant to which the  obligation  is  outstanding,  it is provided that such
obligation  is not Senior  Indebtedness.  Senior  Indebtedness  does not include
Senior Subordinated Indebtedness or the Securities.


     "Senior Subordinated  Indebtedness" means any obligation of the Corporation
to its creditors,  whether now outstanding or subsequently  incurred,  where the
instrument  creating  or  evidencing  the  obligation  or  pursuant to which the
obligation is outstanding provides that it is subordinate and junior in right of
payment to Senior Indebtedness.




<PAGE>


     "Special  Record Date" for the payment of any  Defaulted  Interest  means a
date fixed by the Trustee pursuant to Section 3.7.

     "Stated   Maturity,"  when  used  with  respect  to  any  Security  or  any
installment of principal thereof (or premium, if any) or interest (including any
Additional Interest) thereon,  means the date specified pursuant to the terms of
such  Security as the fixed date on which the principal of such Security or such
installment  of  principal  (or  premium,  if any) or  interest  (including  any
Additional  Interest) is due and  payable,  as such date may, in the case of the
stated  maturity of the principal on any  security,  be shortened or extended as
provided  pursuant to the terms of such Security and this  Indenture and, in the
case of any installment of interest, subject to the deferral of any such date in
the case of any Extension Period.

     "Subsidiary"  means a corporation  more than 50% of the outstanding  voting
stock of which is owned, directly or indirectly, by the Corporation or by one or
more  other  Subsidiaries,   or  by  the  Corporation  and  one  or  more  other
Subsidiaries.  For purposes of this definition,  "voting stock" means stock that
ordinarily has voting power for the election of directors,  whether at all times
or only so long as no senior  class of stock has such voting  power by reason of
any contingency.

     "Successor Security" of any particular Security means every Security issued
after,  and  evidencing  all or a portion of the same debt as that evidenced by,
such particular Security; and, for the purposes of this definition, any Security
authenticated  and  delivered  under Section 3.7 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Tax Event"  means the receipt by an Issuer  Trust of an Opinion of Counsel
(as defined in the relevant Trust Agreement)  experienced in such matters to the
effect that, as a result of any amendment to, or change (including any announced
proposed  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  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 Trust  Preferred  Securities of such Issuer  Trust,  there is
more than an insubstantial risk that (i) such Issuer Trust is, or will be within
90 days of the  delivery of such  Opinion of Counsel,  subject to United  States
federal  income  tax  with  respect  to  income   received  or  accrued  on  the
corresponding  series of  Securities  issued by the  Corporation  to such Issuer
Trust, (ii) interest payable by the Corporation on such corresponding  series of
Securities  is not, or within 90 days of the delivery of such Opinion of Counsel
will not be,  deductible  by the  Corporation,  in whole or in part,  for United
States  federal  income tax  purposes or (iii) such Issuer  Trust is, or will be
within 90 days of the delivery of such Opinion of Counsel,  subject to more than
a de minimis amount of other taxes, duties or other governmental charges.

     "Trust  Agreement"  means,  with  respect  to any Issuer  Trust,  the trust
agreement or other governing instrument of such Issuer Trust.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this  Indenture,  solely  in its  capacity  as such  and  not in its  individual
capacity,  until a successor  Trustee  shall have  become  such  pursuant to the
applicable provisions of this Indenture,  and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder and, if at any time there is
more than one such Person,  "Trustee" as used with respect to the  Securities of
any series shall mean the Trustee with respect to Securities of that series.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended and
as in effect on the date as of this  Indenture,  except as  provided  in Section
9.5.

     "Trust Preferred Securities" has the meaning specified in the
first recital of this Indenture.

     "Trust Securities" has the meaning specified in the first
recital of this Indenture.

     "Vice  President"  means any duly appointed vice president,  whether or not
designated  by a number or a word or words added before or after the title "vice
president," of the Corporation.

     SECTION 1.2.  Compliance Certificate and Opinions.

     Upon any  application or request by the  Corporation to the Trustee to take
any action under any provision of this Indenture,  the Corporation shall furnish
to the Trustee an Officers'  Certificate  stating that all conditions  precedent
(including covenants  compliance with which constitutes a condition  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 (including covenants compliance with which
constitutes a condition 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 is  specifically  required by any  provision  of this  Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant  provided for in this Indenture (other than the  certificates  provided
pursuant to Section 10.4) shall include:

          (a) a statement by each individual signing such certificate or opinion
that such  individual  has read such covenant or condition  and the  definitions
herein relating thereto;

          (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions of such individual contained
in such certificate or opinion are based;

          (c) a statement that, in the opinion of such individual, he or she has
made such  examination or  investigation as is necessary to enable him or her to
express an informed  opinion as to whether or not such covenant or condition has
been complied with; and

          (d) a statement as to whether, in the opinion of such individual, such
condition or covenant has been complied with.

     SECTION 1.3.  Forms of Documents Delivered to Trustee.

     In any case where  several  matters  are  required to be  certified  by, or
covered by an opinion of, any specified  Person,  it is not  necessary  that all
such  matters  be  certified  by, or covered by the  opinion  of,  only one such
Person,  or that they be so certified or covered by only one  document,  but one
such Person may certify or give an opinion  with respect to some matters and one
or more other such Persons as to other matters,  and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any  certificate or opinion of an officer of the  Corporation may be based,
insofar as it relates to legal  matters,  upon a  certificate  or opinion of, or
representations  by,  counsel,  unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or  representations
with  respect to matters upon which his or her  certificate  or opinion is based
are erroneous.  Any such certificate or Opinion of Counsel may be based, insofar
as it  relates  to  factual  matters,  upon a  certificate  or  opinion  of,  or
representations  by, an officer or officers of the Corporation  stating that the
information  with respect to such factual  matters is in the  possession  of the
Corporation  unless such counsel  knows,  or in the exercise of reasonable  care
should know, that the certificate or opinion or representations  with respect to
such matters are erroneous.

     Where  any  Person  is  required  to  make,  give  or  execute  two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.

     SECTION 1.4.  Acts of Holders.

     (a) Any request, demand, authorization,  direction, notice, consent, waiver
or other  action  provided by this  Indenture to be given to or taken by Holders
may be embodied in and  evidenced by one or more  instruments  of  substantially
similar tenor signed by such Holders in person or by an agent duly  appointed in
writing;  and, except as herein otherwise expressly provided,  such action shall
become  effective when such instrument or instruments is or are delivered to the
Trustee,  and, where it is hereby expressly required,  to the Corporation.  Such
instrument  or  instruments  (and the  action  embodied  therein  and  evidenced
thereby) are herein  sometimes  referred to as the "Act" of the Holders  signing
such instrument or instruments.  Proof of execution of any such instrument or of
a writing  appointing any such agent shall be sufficient for any purpose of this
Indenture  and (subject to Section 6.1)  conclusive  in favor of the Trustee and
the Corporation if made in the manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the  affidavit of a witness of such  execution or by
the certificate of any notary public or other officer  authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or  writing  acknowledged  to him or  her  the  execution  thereof.  Where  such
execution is by a Person  acting in other than his or her  individual  capacity,
such  certificate or affidavit shall also constitute  sufficient proof of his or
her authority.

     (c) The fact and date of the execution by any Person of any such instrument
or writing,  or the  authority  of the Person  executing  the same,  may also be
proved in any other manner that the Trustee deems  sufficient  and in accordance
with such reasonable rules as the Trustee may determine.

     (d) The ownership of Securities shall be proved by the Securities Register.

     (e) Any request, demand, authorization,  direction, notice, consent, waiver
or other action by the Holder of any Security  shall bind every future Holder of
the same  Security  and the Holder of every  Security  issued upon the  transfer
thereof or in exchange  therefor or in lieu thereof in respect of anything  done
or suffered to be done by the Trustee or the  Corporation  in reliance  thereon,
whether or not notation of such action is made upon such Security.

    (f) The  Corporation  may set any day as a record  date for the  purpose  of
determining  the Holders of  Outstanding  Securities  of any series  entitled to
give,  make or take  any  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other action  provided or permitted by this  Indenture to be
given, made or taken by Holders of Securities of such series,  provided that the
Corporation  may not set a record date for, and the provisions of this paragraph
shall  not  apply  with  respect  to,  the  giving  or  making  of  any  notice,
declaration,  request or direction referred to in the next succeeding paragraph.
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities  of the relevant  series on such record date,  and no other  Holders,
shall be  entitled  to take the  relevant  action,  whether or not such  Holders
remain  Holders  after such record date,  provided  that no such action shall be
effective  hereunder unless taken on or prior to the applicable  Expiration Date
(as defined below) by Holders of the requisite  principal  amount of Outstanding
Securities of such series on such record date.  Nothing in this paragraph  shall
be construed to prevent the  Corporation  from setting a new record date for any
action  for  which a  record  date has  previously  been  set  pursuant  to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be  cancelled  and of no  effect),  and  nothing in this
paragraph  shall be construed to render  ineffective any action taken by Holders
of the  requisite  principal  amount of  Outstanding  Securities of the relevant
series on the date such action is taken.  Promptly  after any record date is set
pursuant to this paragraph,  the  Corporation,  at its own expense,  shall cause
notice of such record date,  the proposed  action by Holders and the  applicable
Expiration  Date to be given to the  Trustee  in writing  and to each  Holder of
Securities of the relevant series in the manner set forth in Section 1.6.

     The Trustee may set any day as a record date for the purpose of determining
the  Holders of  Outstanding  Securities  of any series  entitled to join in the
giving  or  making  of (i) any  Notice  of  Default,  (ii)  any  declaration  of
acceleration  referred  to in  Section  5.2,  (iii)  any  request  to  institute
proceedings  referred to in Section 5.7(b) or (iv) any direction  referred to in
Section 5.12,  in each case with respect to  Securities  of such series.  If any
record  date is set  pursuant  to this  paragraph,  the  Holders of  Outstanding
Securities of such series on such record date,  and no other  Holders,  shall be
entitled to join in such notice, declaration,  request or direction,  whether or
not such Holders  remain  Holders after such record date,  provided that no such
action shall be effective  hereunder  unless taken on or prior to the applicable
Expiration  Date by Holders of the  requisite  principal  amount of  Outstanding
Securities of such series on such record date.  Nothing in this paragraph  shall
be  construed  to prevent  the  Trustee  from  setting a new record date for any
action  for  which a  record  date has  previously  been  set  pursuant  to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be  cancelled  and of no  effect),  and  nothing in this
paragraph  shall be construed to render  ineffective any action taken by Holders
of the  requisite  principal  amount of  Outstanding  Securities of the relevant
series on the date such action is taken.  Promptly  after any record date is set
pursuant to this paragraph,  the Trustee,  at the Corporation's  expense,  shall
cause  notice of such  record  date,  the  proposed  action by  Holders  and the
applicable Expiration Date to be given to the Corporation in writing and to each
Holder of Securities  of the relevant  series in the manner set forth in Section
1.6.

     With  respect to any record date set  pursuant to this  Section,  the party
that sets such record date may  designate any day as the  "Expiration  Date" and
from time to time may change the  Expiration  Date to any  earlier or later day,
provided  that no such change shall be effective  unless  notice of the proposed
new Expiration  Date is given to the other party hereto in writing,  and to each
Holder of Securities  of the relevant  series in the manner set forth in Section
1.6, on or prior to the existing  Expiration  Date. If an Expiration Date is not
designated  with  respect to any record date set pursuant to this  Section,  the
party  hereto  that set such  record  date  shall be  deemed  to have  initially
designated  the 180th day after such  record  date as the  Expiration  Date with
respect thereto,  subject to its right to change the Expiration Date as provided
in this paragraph.  Notwithstanding  the foregoing,  no Expiration Date shall be
later than the 180th day after the applicable record date.

     (g) Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal  amount of such Security or by one or more duly
appointed  agents  each of which may do so  pursuant  to such  appointment  with
regard to all or any part of such principal amount.
     SECTION 1.5.  Notices, Etc. to the Trustee and the
Corporation.

     Any request, demand,  authorization,  direction, notice, consent, waiver or
Act of Holders or other  document  provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

          (a)  the  Trustee  by  any  Holder,  any  holder  of  Trust  Preferred
Securities or the Corporation shall be sufficient for every purpose hereunder if
made,  given,  furnished  or filed in  writing  to or with  the  Trustee  at its
Corporate Trust Office, or

          (b) the Corporation by the Trustee,  any Holder or any holder of Trust
Preferred  Securities shall be sufficient for every purpose (except as otherwise
provided  in Section  6.2)  hereunder  if in writing and  mailed,  first  class,
postage  prepaid,  to the  Corporation  addressed  to it at the  address  of its
principal  office  specified  adjacent to the  Corporation's  signature  to this
instrument  or at any other  address  previously  furnished  in  writing  to the
Trustee by the Corporation.

     SECTION 1.6.  Notice to Holders; Waiver.

     Where this  Indenture  provides  for  notice to Holders of any event,  such
notice shall be sufficiently given (unless otherwise herein expressly  provided)
if in writing and mailed,  first class postage prepaid,  to each Holder affected
by such event,  at the  address of such  Holder as it appears in the  Securities
Register,  not later than the latest  date,  and not earlier  than the  earliest
date,  prescribed for the giving of such notice. If, by reason of the suspension
of or  irregularities  in regular mail service or for any other reason, it shall
be impossible or  impracticable to mail notice of any event to Holders when said
notice is required to be given pursuant to any provision of this Indenture or of
the  relevant  Securities,  then any  manner of giving  such  notice as shall be
satisfactory  to the Trustee  shall be deemed to be a sufficient  giving of such
notice.  In any case  where  notice to  Holders  is given by mail,  neither  the
failure to mail such  notice,  nor any  defect in any  notice so mailed,  to any
particular  Holder shall affect the  sufficiency  of such notice with respect to
other  Holders.  Where this  Indenture  provides for notice in any manner,  such
notice may be waived in writing by the Person  entitled to receive  such notice,
either  before or after the event,  and such waiver shall be the  equivalent  of
such notice.  Waivers of notice by Holders shall be filed with the Trustee,  but
such filing  shall not be a condition  precedent  to the  validity of any action
taken in reliance upon such waiver.

     SECTION 1.7.  Conflict with Trust Indenture Act.

     If any provision of this Indenture limits,  qualifies or conflicts with the
duties  imposed  by  any of  Sections  310 to  and  including  317 of the  Trust
Indenture Act through  operation of Section 318(c) thereof,  such imposed duties
shall  control.  If any  provision  of this  Indenture  modifies or excludes any
provision of the Trust  Indenture Act which may be so modified or excluded,  the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.

     SECTION 1.8.  Effect of Headings and Table of Contents.

     The Article and Section  headings  herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     SECTION 1.9.  Successors and Assigns.

     All covenants and  agreements in this  Indenture by the  Corporation  shall
bind its successors and assigns, whether so expressed or not.

     SECTION 1.10.  Separability Clause.

     If any provision in this Indenture or in the  Securities  shall be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

     SECTION 1.11.  Benefits of Indenture.

     Nothing in this Indenture or in the Securities,  express or implied,  shall
give to any  Person,  other than the  parties  hereto and their  successors  and
assigns,  the holders of Senior Debt, the Holders of the Securities  and, to the
extent  expressly  provided in Sections 5.1, 5.2, 5.8, 5.9, 5.11,  5.13, 9.1 and
9.2,  the  holders of Trust  Preferred  Securities,  any benefit or any legal or
equitable right, remedy or claim under this Indenture.

     SECTION 1.12.  Governing Law.

     THIS  INDENTURE  AND THE  SECURITIES  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     SECTION 1.13.  Non-Business Days.

     If any Interest  Payment Date,  Redemption  Date or Stated  Maturity of any
Security shall not be a Business Day, then  (notwithstanding any other provision
of this  Indenture  or the  Securities)  payment of interest or  principal  (and
premium,  if any) or other  amounts in respect of such Security need not be made
on such  date,  but may be made on the  next  succeeding  Business  Day  (and no
interest  shall accrue in respect of the amounts whose payment is so delayed for
the period from and after such Interest Payment Date,  Redemption Date or Stated
Maturity,  as the case may be, until such next  succeeding  Business Day) except
that,  if such Business Day falls in the next  succeeding  calendar  year,  such
payment shall be made on the  immediately  preceding  Business Day (in each case
with the same  force  and  effect  as if made on the  Interest  Payment  Date or
Redemption Date or at the Stated Maturity).



<PAGE>


                         ARTICLE II

                       SECURITY FORMS

     SECTION 2.1.  Forms Generally.

     The   Securities   of  each  series  and  the  Trustee's   certificate   of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be  established  by or  pursuant to a Board
Resolution or in one or more 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 and such legends or


endorsements  placed  thereon as may be required to comply with  applicable  tax
laws or the rules of any securities exchange or as may,  consistently  herewith,
be determined by the officers  executing such securities,  as evidenced by their
execution  of the  Securities.  If the  form  of  Securities  of any  series  is
established  by  action  taken  pursuant  to a  Board  Resolution,  a copy of an
appropriate  record of such action  shall be  certified  by the  Secretary or an
Assistant  Secretary of the Corporation and delivered to the Trustee at or prior
to the  delivery  of the  Corporation  Order  contemplated  by Section  3.3 with
respect to the authentication and delivery of such Securities.

     The definitive  Securities  shall be printed,  lithographed  or engraved or
produced by any  combination  of these  methods,  if required by any  securities
exchange on which the  Securities may be listed,  on a steel engraved  border or
steel engraved  borders or may be produced in any other manner  permitted by the
rules of any securities  exchange on which the Securities may be listed,  all as
determined  by the officers  executing  such  Securities,  as evidenced by their
execution of such Securities.




<PAGE>


     SECTION 2.2.  Form of Face of Security.

            SOUTH CAROLINA ELECTRIC & GAS COMPANY
                      [TITLE OF SECURITY]
                                                 CUSIP NO.

No.              $

     SOUTH CAROLINA ELECTRIC & GAS COMPANY, a corporation organized and existing
under the laws of South Carolina  (hereinafter  called the "Corporation,"  which
term includes any successor Person under the Indenture hereinafter referred to),
for value  received,  hereby promises to pay to  _______________,  or registered
assigns,  the  principal sum of  __________  Dollars on  __________  __, [if the
Security is a Global  Security,  then  insert,  if  applicable--,  or such other
principal  amount  represented  hereby as may be set forth in the records of the
Securities Registrar  hereinafter referred to in accordance with the Indenture].
The  Corporation  further  promises to pay interest on said  principal  sum from
_______________________,  or from the most recent Interest Payment Date to which
interest   has  been  paid  or  duly   provided   for,   [monthly]   [quarterly]
[semi-annually]  [if  applicable,  insert--  (subject  to  deferral as set forth
herein)] in arrears on [insert applicable  Interest Payment Dates] of each year,
commencing
                      , at the rate of       % per annum, [if
applicable insert--together with Additional Sums, if any, as provided in Section
10.6 of the Indenture]  until the principal  hereof is paid or duly provided for
or made  available  for payment  [if  applicable,  insert-- ; provided  that any
overdue  principal,  premium or Additional  Sums and any overdue  installment of
interest shall bear  Additional  Interest at the rate of ________% per annum (to
the extent  that the  payment of such  interest  shall be legally  enforceable),
compounded [monthly]  [quarterly]  [semi-annually],  from the dates such amounts
are due until they are paid or made  available  for payment,  and such  interest
shall be payable on demand].  The amount of interest payable for any period less
than a full interest period shall be computed on the basis of a 360- day year of
twelve  30-day  months and the actual  days  elapsed in a partial  month in such
period.  The amount of interest  payable for any full  interest  period shall be
computed by dividing the  applicable  rate per annum by  [twelve/four/two].  The
interest so payable,  and punctually  paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture,  be paid to the Person in whose
name this Security (or one or more Predecessor  Securities) is registered at the
close of business on the regular  record date (the  "Regular  Record  Date") for
such  interest  installment  [if  applicable   insert--,   which  shall  be  the
[____________ or ____________]  (whether or not a Business Day), as the case may
be, next  preceding  such  Interest  Payment  Date].  Any such  interest  not so
punctually  paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor  Securities) is registered at the
close of  business on a Special  Record  Date for the payment of such  Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities  of this series not less than ten days prior to such  Special  Record
Date, or be paid at any


<PAGE>


time in any other lawful manner not  inconsistent  with the  requirements of any
securities  exchange on which the  Securities of this series may be listed,  and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

    [If  applicable,  insert--So long as no Event of Default has occurred and is
continuing, the Corporation shall have the right, at any time during the term of
this  Security,  from  time to time to defer the  payment  of  interest  on this
Security for up to [_______]  consecutive  [monthly]  [quarterly]  [semi-annual]
interest  payment  periods  with  respect  to  each  deferral  period  (each  an
"Extension Period") [If applicable, insert--, during which Extension Periods the
Corporation  shall have the right to make  partial  payments  of interest on any
Interest  Payment Date, and] at the end of which the  Corporation  shall pay all
interest then accrued and unpaid including any Additional Interest,  as provided
below;  provided,  however,  that no Extension  Period  shall extend  beyond the
Stated  Maturity of the  principal of this  Security [If Stated  Maturity can be
shortened  or  extended,  insert--,  as then in effect,]  and no such  Extension
Period may end on a date  other  than an  Interest  Payment  Date.  Prior to the
termination of any such Extension Period,  the Corporation may further defer the
payment  of  interest,  provided  that  no  Extension  Period  shall  exceed  --
consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend
beyond the Stated  Maturity of the  principal of this  Security or end on a date
other than an Interest  Payment Date. Upon the termination of any such Extension
Period  and  upon  the  payment  of all  accrued  and  unpaid  interest  and any
Additional  Interest then due on any Interest  Payment Date, the Corporation may
elect to begin a new  Extension  Period,  subject  to the above  conditions.  No
interest shall be due and payable during an Extension Period,  except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension shall bear Additional Interest (to the extent that
the payment of such interest shall be legally  enforceable) at the rate of ____%
per annum,  compounded [monthly]  [quarterly]  [semi-annually] and calculated as
set  forth in the  first  paragraph  of this  Security,  from the dates on which
amounts would  otherwise  have been due and payable until paid or made available
for  payment.  The  Corporation  shall give the Holder of this  Security and the
Trustee  notice  of its  election  to begin  any  Extension  Period at least one
Business  Day  prior  to the  next  succeeding  Interest  Payment  Date on which
interest on this Security would be payable but for such deferral [if applicable,
insert--or  so long as such  Securities  are held by [insert name of  applicable
Issuer  Trust],  at least one  Business Day prior to the earlier of (i) the next
succeeding date on which Distributions on the Trust Preferred Securities of such
Issuer  Trust would be payable but for such  deferral and (ii) the date on which
the  Property  Trustee of such  Issuer  Trust is  required to give notice to any
securities  exchange  or other  applicable  self-regulatory  organization  or to
holders of such Trust  Preferred  Securities of the record date or the date such
Distributions are payable].




<PAGE>


     Payment of the  principal  of (and  premium,  if any) and  interest on this
Security will be made at the office or agency of the Corporation  maintained for
that purpose in the [insert  Place of Payment],  in such coin or currency of the
United  States of America as at the time of payment is legal  tender for payment
of public and private debts [if applicable, insert--; provided, however, that at
the  option of the  Corporation  payment  of  interest  may be made (i) by check
mailed to the  address of the Person  entitled  thereto  as such  address  shall
appear  in the  Securities  Register  or (ii) by wire  transfer  in  immediately
available  funds at such place and to such account as may be  designated  by the
Person entitled thereto as specified in the Securities Register].

     The  indebtedness  evidenced by this Security is, to the extent provided in
the Indenture,  subordinate  and junior in right of payment to the prior payment
in full  of all  Senior  Debt,  and  this  Security  is  issued  subject  to the
provisions of the Indenture with respect thereto.  Each Holder of this Security,
by accepting the same, (i) agrees to and shall be bound by such provisions, (ii)
authorizes  and directs the Trustee on his or her behalf to take such actions as
may be necessary or appropriate to effectuate the  subordination so provided and
(iii)  appoints  the  Trustee his or her  attorney-in-fact  for any and all such
purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
of the acceptance of the  subordination  provisions  contained herein and in the
Indenture  by each holder of Senior  Indebtedness,  whether now  outstanding  or
hereafter  incurred,   and  waives  reliance  by  each  such  holder  upon  said
provisions.

    Reference  is hereby made to the further  provisions  of this  Security  set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

    Unless the  certificate  of  authentication  hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

     IN WITNESS  WHEREOF,  the Corporation has caused this instrument to be duly
executed under its corporate seal.

                 SOUTH CAROLINA ELECTRIC & GAS COMPANY

                By:
                Name:
                Title:


Attest:

- ----------------------------------
[Secretary or Assistant Secretary]



<PAGE>



     SECTION 2.3.  Form of Reverse of Security.

     This  Security  is one of a duly  authorized  issue  of  securities  of the
Corporation (herein called the "Securities"),  issued and to be issued in one or
more series  under the Junior  Subordinated  Indenture,  dated as of October 28,
1997 (herein called the "Indenture"), between the Corporation and
               , as Trustee  (herein called the  "Trustee,"  which term includes
any  successor  trustee  under  the  Indenture),  to  which  Indenture  and  all
indentures  supplemental thereto reference is hereby made for a statement of the
respective rights,  limitations of rights,  duties and immunities  thereunder of
the Corporation,  the Trustee, the holders of Senior Debt and the Holders of the
Securities,  and of the terms  upon  which the  Securities  are,  and are to be,
authenticated  and delivered.  This Security is one of the series  designated on
the face hereof [if applicable,  insert--, limited in aggregate principal amount
to $ ].


    All terms  used in this  Security  that are  defined  in the  Indenture  [if
applicable,  insert--or in the Amended and Restated Trust Agreement, dated as of
October 28, 1997 (as modified,  amended or  supplemented  from time to time, the
"Trust  Agreement"),  relating to [insert  name of Issuer  Trust]  (the  "Issuer
Trust") among the Corporation,  as Depositor, the Trustees named therein and the
Holders from time to time of the Trust Securities issued pursuant thereto, shall
have the meanings  assigned to them in the Indenture [if applicable,  insert--or
the Trust Agreement, as the case may be].

     [If applicable,  insert--The Corporation may at any time, at its option, on
or after _________,  ____, and subject to the terms and conditions of Article XI
of the Indenture, redeem this Security in whole at any time or in part from time
to time, at the following  Redemption  Prices  (expressed as  percentages of the
principal amount hereof): If redeemed during the 12-month period beginning
-------------,

             Redemption
            Year      Price

and  thereafter  at a  Redemption  Price equal to 100% of the  principal  amount
hereof, together, in the case of any such redemption,  with accrued interest [if
applicable,  insert--,  including any Additional Interest,] to but excluding the
date fixed for redemption.]

     [If  applicable,  insert--In  addition,  upon the occurrence and during the
continuation of a Tax Event in respect of the Issuer Trust, the Corporation may,
at its  option,  at any time  within 90 days of the  occurrence  and  during the
continuation  of such Tax Event redeem this Security,  in whole but not in part,
subject  to the  terms and  conditions  of  Article  XI of the  Indenture,  at a
redemption price equal to [insert formula]].



<PAGE>


     [If the Security is subject to  redemption  of any kind,  insert- - -In the
event of  redemption of this Security in part only, a new Security or Securities
of this series for the  unredeemed  portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.]

     The Indenture  contains  provisions for  satisfaction  and discharge of the
entire  indebtedness of this Security upon  compliance by the  Corporation  with
certain conditions set forth in the Indenture.

     The Indenture  permits,  with certain  exceptions as therein provided,  the
Corporation  and the Trustee at any time to enter into a supplemental  indenture
or  indentures  for the  purpose  of  modifying  in any  manner  the  rights and
obligations of the Corporation  and of the Holders of the  Securities,  with the
consent of the  Holders of not less than a majority in  principal  amount of the
Outstanding  Securities  of each  series  to be  affected  by such  supplemental
indenture.   The  Indenture  also  contains  provisions  permitting  Holders  of
specified  percentages  in principal  amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Corporation with certain  provisions of the Indenture
and certain past defaults under the Indenture and their  consequences.  Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon  such  Holder  and upon all  future  Holders  of this  Security  and of any
Security issued upon the  registration of transfer hereof or in exchange herefor
or in lieu  hereof,  whether or not  notation of such  consent or waiver is made
upon this Security.

     [If the  Security is not a Discount  Security,  insert--As  provided in and
subject to the provisions of the Indenture,  if an Event of Default with respect
to  the  Securities  of  this  series  at the  time  Outstanding  occurs  and is
continuing,  then and in every such case the  Trustee or the Holders of not less
than 25% in aggregate  principal  amount of the  Outstanding  Securities of this
series may declare the principal  amount of all the Securities of this series to
be due and payable  immediately,  by a notice in writing to the Corporation (and
to the Trustee if given by Holders) [if applicable,  insert--, provided that, if
upon an Event of  Default,  the  Trustee or such  Holders  fail to  declare  the
principal of all the Outstanding Securities of this series to be immediately due
and payable, the holders of at least 25% in aggregate  Liquidation Amount of the
Trust Preferred  Securities then  Outstanding  shall have the right to make such
declaration by a notice in writing to the Corporation and the Trustee]; and upon
any such declaration the principal amount of and the accrued interest (including
any  Additional  Interest)  on all the  Securities  of this series  shall become
immediately due and payable, provided that the payment of principal and interest
(including any Additional Interest) on such Securities shall remain subordinated
to the extent provided in Article XIII of the Indenture.]



<PAGE>


     [If the Security is a Discount Security, insert--As provided in and subject
to the provisions of the  Indenture,  if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing, then
and in every  such  case the  Trustee  or the  Holders  of not less  than 25% in
aggregate  principal  amount of the  Outstanding  Securities  of this series may
declare an amount of  principal of the  Securities  of this series to be due and
payable  immediately,  by a notice in  writing  to the  Corporation  (and to the
Trustee if given by Holders) [if applicable, insert--, provided that, if upon an
Event of Default,  the Trustee or such Holders  fail to declare  such  principal
amount of the  Outstanding  Securities of this series to be immediately  due and
payable,  the  holders of at least 25% in  aggregate  Liquidation  Amount of the
Trust Preferred  Securities then  Outstanding  shall have the right to make such
declaration  by a notice in writing to the  Corporation  and the  Trustee].  The
principal  amount  payable  upon  such  acceleration  shall be equal  to--insert
formula for determining the amount].  Upon any such declaration,  such amount of
the principal of and the accrued interest (including any Additional Interest) on
all the  Securities  of this series  shall become  immediately  due and payable,
provided  that  the  payment  of such  principal  and  interest  (including  any
Additional  Interest)  on  all  the  Securities  of  this  series  shall  remain
subordinated  to the extent  provided  in Article  XIII of the  Indenture.  Upon
payment (i) of the amount of  principal  so declared due and payable and (ii) of
interest on any overdue  principal,  premium and  interest  (in each case to the
extent that the payment of such interest shall be legally  enforceable),  all of
the Corporation's  obligations in respect of the payment of the principal of and
premium and interest, if any, on this Security shall terminate.]

     No reference  herein to the  Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Corporation,  which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest  [insert if  applicable--including  any  Additional  Interest)] on this
Security  at the  times,  place and rate,  and in the coin or  currency,  herein
prescribed.


     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Securities  Register,
upon  surrender of this Security for  registration  of transfer at the office or
agency of the  Corporation  maintained  under  Section 10.2 of the Indenture for
such  purpose,  duly  endorsed by, or  accompanied  by a written  instrument  of
transfer in form  satisfactory to the  Corporation and the Securities  Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.




<PAGE>


     The Securities of this series are issuable only in registered  form without
coupons  in  denominations  of $25 and any  integral  multiple  of $25 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth,  Securities  of this  series are  exchangeable  for a like  aggregate
principal  amount of  Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

     No service  charge shall be made for any such  registration  of transfer or
exchange,  but the  Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Corporation,  the  Trustee and any agent of the  Corporation  or the Trustee may
treat the Person in whose name this  Security is  registered as the owner hereof
for all  purposes,  whether or not this  Security  be  overdue,  and neither the
Corporation,  the  Trustee nor any such agent shall be affected by notice to the
contrary.

     The  Corporation  and, by its  acceptance  of this Security or a beneficial
interest  herein,  the  Holder of, and any  Person  that  acquires a  beneficial
interest in, this Security agree that for United States federal, state and local
tax purposes it is intended that this Security constitute indebtedness.

     THIS SECURITY  SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK.

     SECTION 2.4.  Additional Provisions Required in Global
Security.

     Unless  otherwise  specified  as  contemplated  by Section  3.1, any Global
Security  issued  hereunder  shall,  in addition to the provisions  contained in
Sections 2.2 and 2.3, bear a legend in substantially the following form:

     THIS  SECURITY IS A GLOBAL  SECURITY  WITHIN THE  MEANING OF THE  INDENTURE
     HEREINAFTER  REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
     NOMINEE OF A  DEPOSITARY.  THIS  SECURITY IS  EXCHANGEABLE  FOR  SECURITIES
     REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
     ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE
     TRANSFERRED  EXCEPT  AS A  WHOLE  BY THE  DEPOSITARY  TO A  NOMINEE  OF THE
     DEPOSITARY OR BY A NOMINEE OF THE  DEPOSITARY TO THE  DEPOSITARY OR ANOTHER
     NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
     THE INDENTURE.



<PAGE>


     SECTION 2.5.  Form of Trustee's Certificate of Authentication.

     The Trustee's  certificates of authentication shall be in substantially the
following form:

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

Dated:
                    THE BANK OF NEW YORK,
                    as Trustee

                    By: ___________________________________
                         Authorized Signatory


                        ARTICLE III

                       THE SECURITIES

     SECTION 3.1.  Title and Terms.

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

     The  Securities  may be  issued  in one or  more  series.  There  shall  be
established in or pursuant to a Board  Resolution  and,  subject to Section 3.3,
set forth or determined in the manner  provided in an Officers'  Certificate  or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of a series:

          (a)  the  title  of  the  securities  of  such  series,   which  shall
distinguish the Securities of the series from all other Securities;

          (b) the limit,  if any,  upon the  aggregate  principal  amount of the
Securities of such series that may be  authenticated  and  delivered  under this
Indenture  (except for Securities  authenticated and delivered upon registration
of transfer  of, or in  exchange  for, or in lieu of,  other  Securities  of the
series  pursuant  to  Section  3.4,  3.6,  3.7,  9.6 or 11.6 and  except for any
Securities  that,  pursuant  to  Section  3.3,  are  deemed  never to have  been
authenticated and delivered hereunder);  provided,  however, that the authorized
aggregate  principal amount of such series may be increased above such amount by
a Board Resolution to such effect;

          (c) the Person to whom any  interest on a Security of the series shall
be payable, if other than the Person in whose name that security (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such interest;

          (d) the Stated  Maturity or  Maturities  on which the principal of the
Securities of such series is payable or the method of determination  thereof and
any dates on which or circumstances  under which, the Corporation shall have the
right to extend or shorten such Stated Maturity or Maturities;

          (e) the rate or rates,  if any, at which the Securities of such series
shall bear  interest,  if any, the rate or rates and extent to which  Additional
Interest,  if any, shall be payable in respect of any Securities of such series,
the date or dates from which any such  interest  or  Additional  Interest  shall
accrue, the Interest Payment Dates on which such interest shall be payable,  the
right,  pursuant  to Section  3.12 or as  otherwise  set forth  therein,  of the
Corporation  to defer or extend an Interest  Payment Date and the Regular Record
Date for the  interest  payable on any  Interest  Payment  Date or the method by
which any of the foregoing shall be determined;

          (f) the place or places where the principal of (and  premium,  if any)
and interest  (including  any  Additional  Interest) on the  Securities  of such
series shall be payable, the place or places where the Securities of such series
may be presented for registration of transfer or exchange, any restrictions that
may be  applicable to any such transfer or exchange in addition to or in lieu of
those set forth herein and, if other than set forth in this Indenture, the place
or places where notices and demands to or upon the Corporation in respect of the
Securities of such series may be made;

        (g) the period or periods within or the date or dates on which,  if any,
the  price or  prices at which  and the  terms  and  conditions  upon  which the
Securities of such series may be redeemed, in whole or in part, at the option of
the Corporation,  and if other than by a Board  Resolution,  the manner in which
any election by the Corporation to redeem such Securities shall be evidenced;

        (h) the obligation or the right,  if any, of the  Corporation to redeem,
repay or purchase the  Securities  of such series  pursuant to any sinking fund,
amortization or analogous provisions,  or at the option of a Holder thereof, and
the period or periods within which,  the price or prices at which,  the currency
or  currencies  (including  currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed,  repaid or
purchased, in whole or in part, pursuant to such obligation;

        (i) the  denominations  in which any  Securities of such series shall be
issuable, if other than denominations of $25 and any integral multiple thereof;

        (j) if other than  Dollars,  the currency or currencies  (including  any
currency  unit or units) in which the  principal  of (and  premium,  if any) and
interest and Additional Interest,  if any, on the Securities of the series shall
be payable,  or in which the Securities of the series shall be  denominated  and
the manner of determining the equivalent  thereof in Dollars for purposes of the
definition of Outstanding;


<PAGE>



        (k) the additions,  modifications or deletions, if any, in the Events of
Default or  covenants  of the  Corporation  set forth herein with respect to the
Securities of such series;

        (l) if other  than the  principal  amount  thereof,  the  portion of the
principal  amount of  Securities  of such  series  that  shall be  payable  upon
declaration of acceleration of the Maturity thereof;

        (m) if the  principal  amount  payable  at the  Stated  Maturity  of any
Securities  of the series will not be  determinable  as of any one or more dates
prior to the  Stated  Maturity,  the  amount  which  shall be  deemed  to be the
principal  amount  of such  Securities  as of any  such  date  for  any  purpose
thereunder or hereunder,  including the principal  amount thereof which shall be
due and payable upon any Maturity other than the Stated  Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated  Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

          (n) the additions or changes,  if any, to this  Indenture with respect
to the  Securities  of such series as shall be necessary to permit or facilitate
the issuance of the Securities of such series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;

          (o) any index or indices used to  determine  the amount of payments of
principal of and premium, if any, on the Securities of such series or the manner
in which such amounts will be determined;

          (p) if applicable, that any Securities of the series shall be issuable
in whole or in part in the form of one or more  Global  Securities  and, in such
case, the respective  Depositaries for such Global  Securities,  the form of any
legend or legends that shall be borne by any such Global Security in addition to
or in lieu of that set forth in Section 2.4 and any circumstances in addition to
or in lieu of those set forth in Section 3.6 in which any such  Global  Security
may be exchanged in whole or in part for Securities registered, and any transfer
of such Global  Security in whole or in part may be  registered,  in the name or
names of Persons other than the Depositary for such Global Security or a nominee
thereof;

          (q) the  appointment  of any Paying Agent or agents for the Securities
of such series;

          (r) the terms of any right to convert or exchange  Securities  of such
series  into any  other  securities  or  property  of the  Corporation,  and the
additions or changes,  if any, to this  Indenture with respect to the Securities
of such series to permit or facilitate such conversion or exchange;

          (s) if such  Securities are to be issued to an Issuer Trust,  the form
or forms of the Trust Agreement and Guarantee Agreement relating thereto;

          (t) if other than as set forth herein, the relative degree, if any, to
which the  Securities  of the series  shall be senior to or be  subordinated  to
other  series of  Securities  in right of payment,  whether such other series of
Securities are Outstanding or not;

          (u) any addition to or change in the Events of Default  which  applies
to any  Securities  of the series and any change in the right of the  Trustee or
the requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 5.2;

          (v) any addition to or change in the  covenants set forth in Article X
which applies to Securities of the series; and

          (w) any other  terms of the  Securities  of such series  (which  terms
shall not be  inconsistent  with the  provisions  of this  Indenture,  except as
permitted by Section 9.1(f)).
     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant
to such Board Resolution and set forth, or determined in the manner provided, in
such Officers' Certificate or in any indenture supplemental hereto.

     If any of the terms of the series are  established by action taken pursuant
to a Board Resolution,  a copy of an appropriate  record of such action shall be
certified  by the  Secretary or an Assistant  Secretary of the  Corporation  and
delivered  to  the  Trustee  at or  prior  to  the  delivery  of  the  Officers'
Certificate setting forth the terms of the series.

     The Securities  shall be subordinated in right of payment to Senior Debt as
provided in Article XIII.

     SECTION 3.2.  Denominations.

     The Securities of each series shall be in registered  form without  coupons
and shall be issuable in denominations of $25 and any integral multiple thereof,
unless otherwise specified as contemplated by Section 3.1.

     SECTION 3.3.  Execution, Authentication, Delivery and Dating.

     The  Securities  shall be  executed  on  behalf of the  Corporation  by its
Chairman of the Board,  its Chief Executive  Officer,  its President,  its Chief
Financial  Officer,  one of its Vice  Presidents  or its  Treasurer,  under  its
corporate seal reproduced or impressed  thereon and attested by its Secretary or
one of its Assistant Secretaries.  The signature of any of these officers on the
Securities may be manual or facsimile.

     Securities  bearing the manual or facsimile  signatures of individuals  who
were  at any  time  the  proper  officers  of the  Corporation  shall  bind  the
Corporation, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such  Securities.  At any time and from
time to time after the execution and delivery of this Indenture, the Corporation
may deliver  Securities of any series executed by the Corporation to the Trustee
for authentication, together with a Corporation Order for the authentication and
delivery of such  Securities and the Trustee in accordance  with the Corporation
Order shall authenticate and make available for delivery such Securities. If the
form or terms of the  Securities  of the  series  have  been  established  by or
pursuant to one or more Board  Resolutions as permitted by Sections 2.1 and 3.1,
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  6.1) shall be fully  protected in
relying upon, an Opinion of Counsel stating:

          (a) if the form of such Securities has been established by or pursuant
to Board  Resolution  as  permitted  by  Section  2.1,  that  such form has been
established in conformity with the provisions of this Indenture;

          (b) if the  terms  of such  Securities  have  been  established  by or
pursuant to Board  Resolution  as permitted by Section 3.1, that such terms have
been established in conformity with the provisions of this Indenture; and

          (c) that such Securities,  when  authenticated  and made available for
delivery by the Trustee and issued by the  Corporation in the manner and subject
to any conditions  specified in such Opinion of Counsel,  will constitute  valid
and legally  binding  obligations  of the  Corporation,  subject to  bankruptcy,
insolvency, fraudulent transfer, reorganization,  moratorium and similar laws of
general applicability  relating to or affecting creditors' rights and to general
equity principles.  If such form or terms have been so established,  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 that is not reasonably acceptable to the Trustee.

     Notwithstanding  the  provisions  of  Section  3.1  and  of  the  preceding
paragraph,  if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers'  Certificate  otherwise
required pursuant to Section 3.1 or the Corporation Order and Opinion of Counsel
otherwise  required  pursuant  to such  preceding  paragraph  at or prior to the
authentication  of each Security of such series if such  documents are delivered
at or prior to the  authentication  upon original issuance of the first Security
of such series to be issued.

     Each Security shall be dated the date of its authentication.

     No Security  shall be entitled to any benefit  under this  Indenture  or be
valid or  obligatory  for any purpose,  unless there  appears on such Security a
certificate  of  authentication  substantially  in the form  provided for herein
executed  by  the  Trustee  by the  manual  signature  of one of its  authorized
officers,  and such certificate upon any Security shall be conclusive  evidence,
and the only  evidence,  that  such  Security  has been duly  authenticated  and
delivered hereunder.  Notwithstanding the foregoing,  if any Security shall have
been  authenticated  and  delivered  hereunder  but never issued and sold by the
Corporation and the  Corporation  shall deliver such Security to the Trustee for
cancellation  as  provided  in  Section  3.10,  then  for all  purposes  of this
Indenture  such Security  shall be deemed never to have been  authenticated  and
delivered  hereunder  and  shall  never  be  entitled  to the  benefits  of this
Indenture.

     SECTION 3.4.  Temporary Securities.

     Pending  the  preparation  of  definitive  Securities  of any  series,  the
Corporation  may  execute,   and  upon  Corporation   Order  the  Trustee  shall
authenticate  and make  available for delivery,  temporary  Securities  that are
printed, lithographed,  typewritten,  mimeographed or otherwise produced, in any
denomination,  substantially  of the tenor of the definitive  Securities of such
series in lieu of which they are issued  and with such  appropriate  insertions,
omissions,  substitutions  and other  variations as the officers  executing such
Securities may determine, as evidenced by their execution of such Securities.

     If temporary  Securities  of any series are issued,  the  Corporation  will
cause definitive  Securities of such series to be prepared without  unreasonable
delay. After the preparation of definitive Securities,  the temporary Securities
shall be exchangeable for definitive  Securities upon surrender of the temporary
Securities  at the  office  or  agency of the  Corporation  designated  for that
purpose without charge to the Holder. Upon surrender for cancellation of any one
or more  temporary  Securities,  the  Corporation  shall execute and the Trustee
shall  authenticate and make available for delivery in exchange  therefor one or
more  definitive  Securities of the same series of any authorized  denominations
having the same  Original  Issue Date and  Stated  Maturity  and having the same
terms as such temporary Securities. 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.

     SECTION 3.5.  Global Securities.

     (a) Each Global Security issued under this Indenture shall be registered in
the  name of the  Depositary  designated  by the  Corporation  for  such  Global
Security or a nominee  thereof and  delivered  to such  Depositary  or a nominee
thereof or custodian therefor,  and each such Global Security shall constitute a
single Security for all purposes of this Indenture.

     (b)  Notwithstanding  any  other  provision  in this  Indenture,  no Global
Security may be exchanged in whole or in part for Securities registered,  and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the  Depositary  for such Global  Security or a nominee
thereof  unless (i) such  Depositary  advises the  Trustee in writing  that such
Depositary   is  no  longer   willing  or  able  to   properly   discharge   its
responsibilities  as  Depositary  with  respect to such Global  Security and the
Corporation  is unable to locate a  qualified  successor,  (ii) the  Corporation
executes  and  delivers  to the Trustee a  Corporation  Order  stating  that the
Corporation  elects to terminate the book-entry system through the Depositary or
(iii) there shall have occurred and be continuing an Event of Default.

     (c) If any Global  Security  is to be  exchanged  for other  Securities  or
cancelled in whole, it shall be surrendered by or on behalf of the Depositary or
its nominee to the Securities Registrar for exchange or cancellation as provided
in this  Article  III.  If any  Global  Security  is to be  exchanged  for other
Securities  or cancelled in part,  or if another  Security is to be exchanged in
whole or in part for a beneficial  interest in any Global Security,  then either
(i) such Global Security shall be so surrendered for exchange or cancellation as
provided  in this  Article III or (ii) the  principal  amount  thereof  shall be
reduced,  subject to Section  3.5(b),  or  increased  by an amount  equal to the
portion  thereof to be so  exchanged  or  cancelled,  or equal to the  principal
amount of such other  Security  to be so  exchanged  for a  beneficial  interest
therein,  as the case may be, by means of an appropriate  adjustment made on the
records of the Securities  Registrar,  whereupon the Trustee, in accordance with
the  Applicable  Procedures,  shall  instruct the  Depositary or its  authorized
representative to make a corresponding  adjustment to its records. Upon any such
surrender or adjustment of a Global Security by the  Depositary,  accompanied by
registration  instructions,  the Trustee shall, subject to Section 3.5(b) and as
otherwise provided in this Article III,  authenticate and deliver any Securities
issuable  in  exchange  for such Global  Security  (or any  portion  thereof) in
accordance with the  instructions  of the  Depositary.  The Trustee shall not be
liable for any delay in delivery of such  instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions.

     (d)  Every  Security  authenticated  and  delivered  upon  registration  of
transfer of, or in exchange for or in lieu of, a Global  Security or any portion
thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise,
shall be  authenticated  and  delivered  in the form of,  and shall be, a Global
Security,  unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

     (e)  Securities  distributed  to  holders  of  Book-Entry  Trust  Preferred
Securities (as defined in the applicable  Trust  Agreement) upon the dissolution
of an  Issuer  Trust  shall be  distributed  in the  form of one or more  Global
Securities  registered in the name of a Depositary or its nominee, and deposited
with the Securities  Registrar,  as custodian for such Depositary,  or with such
Depositary,  for credit by the  Depositary  to the  respective  accounts  of the
beneficial owners of the Securities  represented thereby (or such other accounts
as they may  direct).  Securities  distributed  to  holders  of Trust  Preferred
Securities other than Book-Entry Trust Preferred Securities upon the dissolution
of an Issuer  Trust shall not be issued in the form of a Global  Security or any
other form intended to facilitate  book-entry trading in beneficial interests in
such Securities.
     (f) The  Depositary  or its nominee,  as the  registered  owner of a Global
Security,  shall be the Holder of such Global  Security for all  purposes  under
this  Indenture  and the  Securities,  and owners of  beneficial  interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly,  any such owner's beneficial interest in a Global Security shall be
shown only on, and the transfer of such interest shall be effected only through,
records  maintained  by the  Depositary  or its  nominee  or its Agent  Members.
Neither the Trustee nor the  Securities  Registrar  shall have any  liability in
respect of any transfers effected by the Depositary.

     (g) The rights of owners of beneficial interests in a Global Security shall
be  exercised  only  through  the  Depositary  and  shall  be  limited  to those
established by law and agreements  between such owners and the Depositary and/or
its Agent Members.

     SECTION 3.6.  Registration, Transfer and Exchange Generally.

     The Corporation shall cause to be kept at the Corporate Trust Office of the
Trustee a register in which,  subject to such  reasonable  regulations as it may
prescribe,  the Corporation shall provide for the registration of Securities and
of transfers of Securities. Such register is herein sometimes referred to as the
"Securities  Register." The Trustee is hereby appointed  "Securities  Registrar"
for the purpose of registering  Securities and transfers of Securities as herein
provided.

     Upon surrender for  registration of transfer of any Security at the offices
or agencies of the Corporation designated for that purpose the Corporation shall
execute, and the Trustee shall authenticate and make available for delivery,  in
the name of the designated transferee or transferees, one or more new Securities
of the same series of any authorized  denominations  of like tenor and aggregate
principal amount.

     At the  option  of  the  Holder,  Securities  may be  exchanged  for  other
Securities of the same series of any authorized denominations, of like tenor and
aggregate  principal amount, upon surrender of the Securities to be exchanged at
such office or agency.  Whenever any securities are so surrendered for exchange,
the Corporation shall execute,  and the Trustee shall  authenticate and deliver,
the Securities that the Holder making the exchange is entitled to receive.

     All Securities  issued upon any transfer or exchange of Securities shall be
the valid obligations of the Corporation  evidencing the same debt and guarantee
thereon,  and  entitled  to the  same  benefits  under  this  Indenture,  as the
Securities surrendered upon such transfer or exchange.

     Every Security  presented or surrendered for transfer or exchange shall (if
so  required  by the  Corporation  or  the  Trustee)  be  duly  endorsed,  or be
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Corporation and the Securities Registrar, duly executed by the Holder thereof or
such Holder's attorney duly authorized in writing.

     No service charge shall be made to a Holder for any transfer or exchange of
Securities, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental  charge that may be imposed in connection with any
transfer or exchange of Securities.

     Neither the Corporation nor the Trustee shall be required,  pursuant to the
provisions of this Section,  (i) to issue,  register the transfer of or exchange
any Security of any series during a period  beginning at the opening of business
15 days before the day of selection for  redemption of Securities of that series
pursuant to Article XI and ending at the close of business on the day of mailing
of the notice of  redemption or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part,  except, in the case of
any  such  Security  to be  redeemed  in part,  any  portion  thereof  not to be
redeemed.

     SECTION 3.7.  Mutilated, Destroyed, Lost and Stolen
Securities.

     If any mutilated  Security is surrendered to the Trustee together with such
security or  indemnity as may be required by the  Corporation  or the Trustee to
save each of them harmless,  the Corporation shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a new Security
of the same series of like tenor and aggregate  principal amount,  and bearing a
number not contemporaneously outstanding.

     If there  shall be  delivered  to the  Corporation  and to the  Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such  security or  indemnity as may be required by them to save each of
them and any agent of any of them  harmless,  then,  in the absence of notice to
the  Corporation  or the Trustee that such  Security has been acquired by a bona
fide purchaser,  the Corporation  shall execute and upon its request the Trustee
shall  authenticate  and  make  available  for  delivery,  in lieu  of any  such
destroyed,  lost or stolen  Security,  a new Security of the same series of like
tenor and aggregate principal amount as such destroyed, lost or stolen Security,
and bearing a number not contemporaneously outstanding.

     If any such mutilated,  destroyed, lost or stolen Security has become or is
about to become due and payable,  the Corporation in its discretion may, instead
of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section,  the  Corporation
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
expenses (including the fees and expenses of the Trustee) connected therewith.

     Every  new  Security  issued  pursuant  to  this  Section  in  lieu  of any
destroyed,  lost or stolen  Security  shall  constitute  an original  additional
contractual obligation of the Corporation whether or not the destroyed,  lost or
stolen  Security  shall be at any  time  enforceable  by  anyone,  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.

     The  provisions of this Section are  exclusive  and shall  preclude (to the
extent lawful) all other rights and remedies with respect to the  replacement or
payment of mutilated, destroyed, lost or stolen Securities.

      SECTION 3.8.  Payment of Interest and Additional Interest;
Interest Rights Preserved.

     Interest  and  Additional  Interest  on any  Security of any series that is
payable,  and is punctually  paid or duly provided for, on any Interest  Payment
Date,  shall be paid to the Person in whose name that  Security  (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such interest in respect of  Securities  of such series,  except
that, unless otherwise  provided in the Securities of such series,  interest and
any  Additional  Interest  payable on the Stated  Maturity of the principal of a
Security  shall be paid to the Person to whom  principal  is paid.  The  initial
payment of  interest  on any  Security  of any series  that is issued  between a
Regular  Record Date and the related  Interest  Payment Date shall be payable as
provided  in such  Security or in the Board  Resolution  pursuant to Section 3.1
with respect to the related series of Securities.

     Any  interest on any Security  that is due and  payable,  but is not timely
paid or duly provided for, on any Interest  Payment Date for  Securities of such
series (herein called "Defaulted Interest"), shall forthwith cease to be payable
to the registered Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Corporation, at
its election in each case, as provided in Clause (a) or (b) below:

          (a) The  Corporation  may  elect  to  make  payment  of any  Defaulted
Interest to the Persons in whose names the  Securities of such series in respect
of which interest is in default (or their respective Predecessor Securities) are
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest,  which shall be fixed in the  following  manner.  The
Corporation  shall  notify the  Trustee  in  writing of the amount of  Defaulted
Interest  proposed  to be paid on each  Security  and the  date of the  proposed
payment,  and at the same time the Corporation shall deposit with the Trustee an
amount of money equal to the aggregate  amount proposed to be paid in respect of
such Defaulted  Interest or shall make arrangements  satisfactory to the Trustee
for such  deposit  prior to the date of the  proposed  payment,  such money when
deposited  to be held in trust for the benefit of the  Persons  entitled to such
Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted  Interest,  which shall be
not  more  than 15 days and not  less  than  ten  days  prior to the date of the
proposed  payment and not less than ten days after the receipt by the Trustee of
the notice of the  proposed  payment.  The  Trustee  shall  promptly  notify the
Corporation  of such Special  Record Date and, in the name and at the expense of
the  Corporation,  shall cause notice of the proposed  payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first class, postage
prepaid,  to each  Holder of a Security  of such  series at the  address of such
Holder as it appears in the Securities  Register not less than ten days prior to
such Special Record Date. The Trustee may, in its discretion, in the name and at
the expense of the Corporation,  cause a similar notice to be published at least
once in a  newspaper,  customarily  published  in the  English  language on each
Business Day and of general circulation in the Borough of Manhattan, The City of
New  York,  but such  publication  shall  not be a  condition  precedent  to the
establishment  of such Special  Record Date.  Notice of the proposed  payment of
such Defaulted  Interest and the Special Record Date therefor having been mailed
as  aforesaid,  such  Defaulted  Interest  shall be paid to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities)
are  registered  on such  Special  Record  Date and shall no  longer be  payable
pursuant to the following Clause (b).

          (b) The Corporation may make payment of any Defaulted  Interest in any
other lawful manner not  inconsistent  with the  requirements  of any securities
exchange on which the  Securities of the series in respect of which  interest is
in  default  may be listed  and,  upon such  notice as may be  required  by such
exchange (or by the Trustee if the Securities are not listed),  if, after notice
given by the Corporation to the Trustee of the proposed payment pursuant to this
Clause, such payment shall be deemed practicable by the Trustee.

     Subject  to  the  foregoing  provisions  of  this  Section,  each  Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Security.

     SECTION 3.9.  Persons Deemed Owners.

     The  Corporation,  the  Trustee  and any  agent of the  Corporation  or the
Trustee  shall treat the Person in whose name any Security is  registered as the
owner of such Security for the purpose of receiving  payment of principal of and
(subject  to  Section  3.8) any  interest  on such  Security  and for all  other
purposes  whatsoever,  whether or not such Security be overdue,  and neither the
Corporation or the Trustee nor any agent of the Corporation or the Trustee shall
be affected by notice to the contrary.

     No holder of any  beneficial  interest in any Global  Security  held on its
behalf by a Depositary  shall have any rights under this  Indenture with respect
to such Global Security,  and such Depositary may be treated by the Corporation,
the Trustee and any agent of the Corporation or the Trustee as the owner of such
Global  Security for all purposes  whatsoever.  Notwithstanding  the  foregoing,
nothing  herein shall prevent the  Corporation,  the Trustee or any agent of the
Corporation  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 such holders of beneficial interests,  the operation of customary
practices  governing  the  exercise  of the  rights  of the  Depositary  (or its
nominee) as Holder of any Security.

     SECTION 3.10.  Cancellation.

     All Securities  surrendered for payment,  redemption,  transfer or exchange
shall, if surrendered to any Person other than the Trustee,  be delivered to the
Trustee,  and any such  Securities  and Securities  surrendered  directly to the
Trustee for any such purpose shall be promptly  canceled by it. The  Corporation
may at  any  time  deliver  to  the  Trustee  for  cancellation  any  Securities
previously  authenticated and delivered  hereunder that the Corporation may have
acquired in any manner  whatsoever,  and all  Securities  so delivered  shall be
promptly  canceled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange  for any  Securities  canceled  as  provided in this  Section,
except as expressly  permitted by this Indenture.  All canceled Securities shall
be destroyed by the Trustee and the Trustee shall  deliver to the  Corporation a
certificate of such destruction.

     SECTION 3.11.  Computation of Interest.

     Except as otherwise specified as contemplated by Section 3.1 for Securities
of any series,  interest on the Securities of each series for any partial period
shall be computed on the basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed in any partial month in such period,  and interest
on the Securities of each series for a full period shall be computed by dividing
the rate per annum by the number of interest periods that together  constitute a
full twelve months.

     SECTION 3.12.  Deferrals of Interest Payment Dates.

     If specified as  contemplated by Section 2.1 or Section 3.1 with respect to
the  Securities  of a  particular  series,  so long as no Event of  Default  has
occurred and is continuing,  the  Corporation  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  3.1  (each,  an  "Extension  Period"),  during  which
Extension  Periods the  Corporation  shall,  if so specified as  contemplated by
Section 3.1, 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. At the end of any such Extension Period the Corporation  shall pay
all interest then accrued and unpaid on the Securities (together with Additional
Interest  thereon,  if any, at the rate  specified  for the  Securities  of such
series to the extent permitted by applicable law);  provided,  however,  that no
Extension Period shall extend beyond the Stated Maturity of the principal of the
Securities  of such  series.  Prior to the  termination  of any  such  Extension
Period, the Corporation may further defer the payment of interest, provided that
no  Extension  Period  shall  exceed  the period or  periods  specified  in such
Securities,  extend  beyond  the  Stated  Maturity  of  the  principal  of  such
Securities  or end on a date  other  than an  Interest  Payment  Date.  Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional

Interest then due on any Interest  Payment Date,  the  Corporation  may elect to
begin a new Extension Period,  subject to the above  conditions.  No interest or
Additional Interest shall be due and payable during an Extension Period,  except
at the end thereof,  but each  installment of interest that would otherwise have
been due and payable during such Extension Period shall bear Additional Interest
as and to the extent as may be  specified  as  contemplated  by Section 3.1. The
Corporation  shall give the  Holders of the  Securities  of such  series and the
Trustee notice of its election to begin any such  Extension  Period at least one
Business  Day  prior  to the  next  succeeding  Interest  Payment  Date on which
interest on Securities of such series would be payable but for such deferral or,
with respect to any Securities of a series issued to an Issuer Trust, so long as
any such  Securities  are held by such Issuer  Trust,  at least one Business Day
prior to the earlier of (i) the next succeeding date on which  Distributions  on
the Trust  Preferred  Securities  of such Issuer  Trust would be payable but for
such  deferral  and (ii) the date on which the  Property  Trustee of such Issuer
Trust is required to give notice to any securities  exchange or other applicable
self-regulatory organization or to holders of such Trust Preferred Securities of
the record date or the date such Distributions are payable.

     The Trustee  shall  promptly give notice of the  Corporation's  election to
begin any such Extension Period to the Holders of the Outstanding  Securities of
such series.

     SECTION 3.13.  Right of Setoff.

     With respect to the  Securities of a series  initially  issued to an Issuer
Trust,  notwithstanding  anything to the contrary herein,  the Corporation shall
have the right to setoff any payment it is otherwise required to make in respect
of any such Security to the extent the Corporation  has theretofore  made, or is
concurrently on the date of such payment  making,  a payment under the Guarantee
Agreement relating to such Security or to a holder of Trust Preferred Securities
pursuant to an action undertaken under Section 5.8 of this Indenture.

     SECTION 3.14.  Agreed Tax Treatment.

     Each Security issued  hereunder shall provide that the Corporation  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 constitutes indebtedness.

     SECTION 3.15.  Shortening or Extension of Stated Maturity.

     If specified as  contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular  series,  the Corporation 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 not  earlier  than the  first  date on which the
Company  has the right to redeem the  Securities  of such series 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,  but in no event to a date later
than the 49th  anniversary  of the first  Interest  Payment Date  following  the
Original  Issue Date of the  Securities  of such series;  provided  that, if the
Company  elects to  exercise  its right to extend  the  Stated  Maturity  of the
principal of the Securities of such series  pursuant to clause (ii),  above,  at
the time such  election is made and at the time of extension  (A) the Company is
not in bankruptcy, otherwise insolvent or in liquidation, (B) the Company is not
in default in the payment of any interest or principal on such  Securities,  (C)
if the Issuer Trust has not been liquidated, such Issuer Trust is not in arrears
on payments of  Distributions on the Trust Preferred  Securities  issued by such
Issuer Trust and no deferred Distributions are accumulated,  (D) such Securities
are rated not less than BBB- by S&P or Baa3 by Moody's or the  equivalent by any
other nationally  recognized  statistical rating organization and (E) after such
extension,  the  Securities  shall not have a remaining term to maturity of more
than 30 years.  In the event the Company  elects to shorten or extend the Stated
Maturity of the Securities of such series,  it shall give notice to the Trustee,
and the  Trustee  shall  give  notice of such  shortening  or  extension  to the
Holders,  not less than 30 and not more than 60 days prior to the  effectiveness
thereof.

     SECTION 3.16.  CUSIP Numbers.

     The  Corporation in issuing the Securities may use "CUSIP" numbers (if then
generally in use),  and, if so, the Trustee shall use "CUSIP" numbers in notices
of  redemption  and other  similar  or related  materials  as a  convenience  to
Holders;  provided  that any such  notice or other  materials  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 redemption or other materials
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.

                         ARTICLE IV

                   SATISFACTION AND DISCHARGE

     SECTION 4.1.  Satisfaction and Discharge of Indenture.

     This Indenture  shall,  upon  Corporation  Request,  cease to be of further
effect  (except  as to any  surviving  rights of  registration  of  transfer  or
exchange of Securities herein expressly  provided for and as otherwise  provided
in this  Section  4.1) and the  Trustee,  on demand of and at the expense of the
Corporation,  shall execute proper  instruments  acknowledging  satisfaction and
discharge of this Indenture, when

     (a)  either

           (i) all Securities  theretofore  authenticated  and delivered  (other
           than (i) Securities that have been destroyed, lost or stolen and that
           have  been  replaced  or paid as  provided  in  Section  3.7 and (ii)
           Securities for whose payment money has theretofore  been deposited in
           trust  or  segregated  and  held  in  trust  by the  Corporation  and
           thereafter  repaid to the  Corporation or discharged from such trust,
           as provided in Section  10.3) have been  delivered to the Trustee for
           cancellation; or

           (ii)  all such Securities not theretofore delivered
                 to the Trustee for cancellation

                 (A)     have become due and payable, or

                 (B)     will  become due and payable at their  Stated  Maturity
                         within one year of the date of deposit, or

                 (C)    are to be called for redemption within one
                        year under arrangements satisfactory to the Trustee
                        for the giving of notice of redemption by the
                        Trustee in the name, and at the expense, of the
                        Corporation, and the  Corporation, in  the  case  of
                        subclause (ii)(A), (B) or (C) above, has deposited
                        or caused to be deposited with the Trustee as trust
                        funds in trust for such purpose an amount in the
                        currency or currencies in which the Securities of
                        such series are payable sufficient to pay and
                        discharge the entire indebtedness on such
                        Securities not theretofore delivered to the Trustee
                        for cancellation, for principal (and premium, if
                        any) and interest (including any Additional
                        Interest) to the date of such deposit (in the case
                        of Securities that have become due and payable) or
                        to the Stated Maturity or Redemption Date, as the
                        case may be;

     (b) the  Corporation  has  paid or  caused  to be paid,  or made  provision
satisfactory to the Trustee for the payment of, all other sums payable hereunder
by the Corporation; and

     (c) the Corporation  has delivered to the Trustee an Officers'  Certificate
and an Opinion of Counsel  each  stating that all  conditions  precedent  herein
provided for relating to the  satisfaction  and discharge of this Indenture have
been complied with.

Notwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the
obligations of the Corporation to the Trustee under Section 6.7, the obligations
of the  Trustee to any  Authenticating  Agent under  Section  6.14 and, if money
shall have been deposited with the Trustee  pursuant to subclause (ii) of Clause
(a) of this Section,  the obligations of the Trustee under Sections 3.10 and 4.2
and the last paragraph of Section 10.3, and the  obligations of the  Corporation
and the Trustee under Sections 3.5, 3.6, 3.10 and 9.6, shall survive.

     SECTION 4.2.  Application of Trust Money.

     Subject to the  provisions of the last paragraph of Section 10.3, all money
deposited  with the  Trustee  pursuant to Section 4.1 shall be held in trust and
applied by the Trustee,  in accordance with the provisions of the Securities and
this  Indenture,  to the  payment,  either  directly or through any Paying Agent
(including  the  Corporation  acting as its own Paying Agent) as the Trustee may
determine,  to the Persons entitled thereto,  of the principal (and premium,  if
any) and interest  (including any Additional  Interest) for the payment of which
such money or obligations have been deposited with or received by the Trustee.


                          ARTICLE V

                           REMEDIES

     SECTION 5.1.  Events of Default.

     "Event of Default,"  wherever used herein with respect to the Securities of
any series,  means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) except
as may be specified pursuant to Section 3.1:

          (a) default in the payment of any  interest  upon any Security of that
series,  including any Additional  Interest in respect thereof,  when it becomes
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 the  principal of (or  premium,  if any,
on) any Security of that series at its Maturity; or

          (c) failure on the part of the Corporation  duly to observe or perform
any other of the covenants or agreements on the part of the  Corporation  in the
Securities of that series or in this Indenture for a period of 90 days after the
date on which written  notice of such  failure,  requiring  the  Corporation  to
remedy  the same,  shall  have been give to the  Corporation  by the  Trustee by
registered  or  certified  mail or to the  Corporation  and the  Trustee  by the
Holders  of at  least  25% in  aggregate  principal  amount  of the  Outstanding
Securities of that series; or

          (d) the entry of a decree or order by a court having  jurisdiction  in
the premises adjudging the Corporation a bankrupt or insolvent,  or approving as
properly filed a petition seeking  reorganization  of the Corporation  under the
Bankruptcy  Code or any other  similar  applicable  federal or state law,  which
decree or order shall have continued  undischarged  and unstayed for a period of
60 days; or the entry of a decree or order of a court having jurisdiction in the
premises for the  appointment of a receiver or liquidator or trustee or assignee
in bankruptcy or insolvency of the  Corporation  or of its property,  or for the
winding up or  liquidation  of its  affairs,  which  decree or order  shall have
continued undischarged and unstayed for a period of 60 days; or

          (e) the commencement by the Corporation of voluntary proceedings to be
adjudicated  a  bankrupt,  or  consent  by the  Corporation  to the  filing of a
bankruptcy proceeding against it, or the filing by the Corporation of a petition
or answer or consent  seeking  reorganization  under the Bankruptcy  Code or any
other similar  federal or state law, or consent by the Corporation to the filing
of any such petition,  or the consent by the Corporation to the appointment of a
receiver or  liquidator or trustee or assignee in bankruptcy or insolvency of it
or of its property,  or the making by the  Corporation  of an assignment for the
benefit of  creditors,  or the  admission by the  Corporation  in writing of its
inability to pay its debts generally as they become due; or

          (f) any other Event of Default  provided with respect to Securities of
that series.

     SECTION 5.2.  Acceleration of Maturity; Rescission and
Annulment.

     If an Event of Default (other than an Event of Default specified in Section
5.1(d)  or  5.1(e))  with  respect  to  Securities  of any  series  at the  time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the  Holders  of  not  less  than  25%  in  aggregate  principal  amount  of the
Outstanding  Securities of that series may declare the principal  amount (or, if
the  Securities  of that series are  Discount  Securities,  such  portion of the
principal  amount as may be  specified  in the terms of that  series) of all the
Securities  of that  series to be due and  payable  immediately,  by a notice in
writing to the  Corporation  (and to the Trustee if given by Holders),  provided
that, in the case of the  Securities of a series issued to an Issuer Trust,  if,
upon an Event of  Default,  the  Trustee or the  Holders of not less than 25% in
principal  amount of the  Outstanding  Securities of such series fail to declare
the principal of all the Outstanding Securities of such series to be immediately
due and payable, the holders of at least 25% in aggregate Liquidation Amount (as
defined in the related Trust Agreement) of the related series of Trust Preferred
Securities  issued by such Issuer Trust then outstanding shall have the right to
make such declaration by a notice in writing to the Corporation and the Trustee;
and upon any such  declaration  such  principal  amount  (or  specified  portion
thereof) of and the accrued interest (including any Additional  Interest) on all
the Securities of such series shall become  immediately  due and payable.  If an
Event of  Default  specified  in  Section  5.1(d)  or  5.1(e)  with  respect  to
Securities of any series at the time Outstanding occurs, the principal amount of
all the  Securities  of such series (or,  if the  Securities  of such series are
Discount Securities,  such portion of the principal amount of such Securities as
may be specified by the terms of that series) shall  automatically,  and without
any declaration or other action on the part of the Trustee or any Holder, become
immediately  due and payable.  Payment of principal and interest  (including any
Additional  Interest) on such Securities shall remain subordinated to the extent
provided  in  Article  XIII   notwithstanding  that  such  amount  shall  become
immediately due and payable as herein provided.




<PAGE>


     At any time  after  such a  declaration  of  acceleration  with  respect to
Securities  of any  series  has been made and  before a  judgment  or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding  Securities of that series, by written notice to the Corporation and
the Trustee, may rescind and annul such declaration and its consequences if:

          (a) the  Corporation  has paid or  deposited  with the  Trustee  a sum
sufficient to pay:

              (i)  all overdue installments of interest on all
                   Securities of such series,

             (ii)  any accrued Additional Interest on all
                   Securities of such series,

            (iii)  the principal of (and premium,  if any, on) any Securities of
                   such  series  that have  become  due  otherwise  than by such
                   declaration  of  acceleration  and  interest  and  Additional
                   Interest thereon at the rate borne by the Securities, and

             (iv)  all sums paid or advanced by the  Trustee  hereunder  and the
                   reasonable compensation, expenses, disbursements and advances
                   of the Trustee, its agents and counsel; and

          (b) all Events of Default with respect to  Securities  of that series,
other than the  non-payment  of the  principal of Securities of that series that
has  become  due  solely  by such  acceleration,  have  been  cured or waived as
provided in Section 5.13.

     In the case of Securities of a series  initially issued to an Issuer Trust,
if the Holders of such Securities fail to annul such  declaration and waive such
default,  the holders of a majority in aggregate  Liquidation Amount (as defined
in the  related  Trust  Agreement)  of the  related  series  of Trust  Preferred
Securities  issued by such  Issuer  Trust then  outstanding  shall also have the
right to rescind  and annul such  declaration  and its  consequences  by written
notice to the  Corporation and the Trustee,  subject to the  satisfaction of the
conditions set forth in Clauses (a) and (b) above of this Section 5.2.

     No such rescission shall affect any subsequent  default or impair any right
consequent thereon.

     SECTION 5.3.  Collection of Indebtedness and Suits for
Enforcement by Trustee.




<PAGE>


     The Corporation covenants that if:

          (a)  default is made in the  payment of any  installment  of  interest
(including  any  Additional  Interest)  on any  Security of any series when such
interest  becomes due and payable and such default  continues for a period of 30
days, or

          (b) default is made in the payment of the  principal of (and  premium,
if any, on) any Security at the Maturity  thereof,  the  Corporation  will, upon
demand of the  Trustee,  pay to the  Trustee,  for the benefit of the Holders of
such  Securities,  the whole amount then due and payable on such  Securities for
principal,  including  any sinking fund payment or  analogous  obligations  (and
premium,  if any) and interest  (including  any  Additional  Interest),  and, in
addition thereto, all amounts owing the Trustee under Section 6.7.
     If the  Corporation  fails to pay such amounts  forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial  proceeding for the  collection of the sums so due and unpaid,  and may
prosecute such proceeding to judgment or final decree,  and may enforce the same
against the  Corporation  or any other obligor upon such  Securities and collect
the moneys  adjudged or decreed to be payable in the manner  provided by law out
of the property of the  Corporation  or any other  obligor upon the  Securities,
wherever situated.

     If an Event of Default with respect to  Securities of any series occurs and
is continuing,  the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the  Holders of  Securities  of such series by such
appropriate  judicial  proceedings  as the Trustee shall deem most  effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement  in this  Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

     SECTION 5.4.  Trustee May File Proofs of Claim.

     In  case  of  any  receivership,   insolvency,   liquidation,   bankruptcy,
reorganization,   arrangement,   adjustment,   composition   or  other  judicial
proceeding   relative  to  the  Corporation  (or  any  other  obligor  upon  the
Securities),  or the  property of the  Corporation  or of such other  obligor or
their creditors,

          (a)  the  Trustee  (irrespective  of  whether  the  principal  of  the
Securities  of any series shall then be due and payable as therein  expressed or
by declaration or otherwise and  irrespective  of whether the Trustee shall have
made any demand on the  Corporation  for the payment of overdue  principal  (and
premium,  if any) or interest  (including  any  Additional  Interest))  shall be
entitled and empowered, by intervention in such proceeding or otherwise,

           (i)  to file and prove a claim for the whole amount
                of principal (and premium, if any) and interest
                (including any Additional Interest) owing and unpaid in
                respect to the Securities and to file such other papers
                or documents as may be necessary or advisable and to take
                any and all actions as are authorized under the Trust
                Indenture Act in order to have the claims of the Holders
                and any predecessor to the Trustee under Section 6.7
                allowed in any such judicial proceedings; and

          (ii)  in  particular,  the Trustee  shall be authorized to collect and
                receive any moneys or other  property  payable or deliverable on
                any such claims and to distribute  the same in  accordance  with
                Section 5.6; and

          (b)  any   custodian,   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  for
distribution  in accordance  with Section 5.6, 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 and any predecessor Trustee under Section 6.7.

     Nothing  herein  contained  shall be deemed to  authorize  the  Trustee  to
authorize  or  consent to or accept or adopt on behalf of any Holder any plan of
reorganization,  arrangement, adjustment or composition affecting the Securities
or the rights of any Holder  thereof,  or to  authorize  the  Trustee to vote in
respect of the claim of any Holder in any such  proceeding;  provided,  however,
that the  Trustee  may,  on behalf of the  Holders,  vote for the  election of a
trustee in  bankruptcy  or similar  official and be a member of a creditors'  or
other similar committee.

     SECTION 5.5.  Trustee May Enforce Claim Without Possession of
Securities.

     All rights of action and claims under this  Indenture or the Securities may
be prosecuted  and enforced by the Trustee  without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such  proceeding  instituted  by the Trustee shall be brought in its own name as
trustee of an express  trust,  and any  recovery of judgment  shall,  subject to
Article XIII and after  provision  for the payment of all the amounts  owing the
Trustee and any  predecessor  Trustee under Section 6.7, its agents and counsel,
be for the ratable  benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

     SECTION 5.6.  Application of Money Collected.

     Any money or  property  collected  or to be  applied  by the  Trustee  with
respect to a series of  Securities  pursuant to this Article shall be applied in
the following  order,  at the date or dates fixed by the Trustee and, in case of
the  distribution of such money or property on account of principal (or premium,
if any) or interest  (including any Additional  Interest),  upon presentation of
the  Securities  and the notation  thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee and
                any predecessor Trustee under Section 6.7;

        SECOND: Subject to Article  XIII, to the payment of the amounts then due
                and unpaid upon  Securities  of such series for  principal  (and
                premium,   if  any)  and  interest   (including  any  Additional
                Interest)  in respect of which or for the  benefit of which such
                money  has  been  collected,   ratably,  without  preference  or
                priority of any kind,  according  to the amounts due and payable
                on such series of Securities for principal (and premium, if any)
                and interest (including any Additional Interest), respectively;

         THIRD: The balance, if any, to the Person or Persons
                (other than the Company) entitled thereto; and

       FOURTH:  To the Company

     SECTION 5.7.  Limitation on Suits.

     Subject to Section  5.8, no Holder of any  Securities  of any series  shall
have any right to institute any proceeding,  judicial or otherwise, with respect
to this  Indenture  or for the  appointment  of a receiver,  assignee,  trustee,
liquidator,  sequestrator  (or other  similar  official) or for any other remedy
hereunder, unless:

          (a) such Holder has previously  given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that series;

          (b) the Holders of not less than 25% in aggregate  principal amount of
the Outstanding Securities of that series shall have made written request to the
Trustee to institute  proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

          (c) such  Holder or Holders  have  offered to the  Trustee  reasonable
indemnity  against  the  costs,  expenses  and  liabilities  to be  incurred  in
compliance with such request;

          (d) the Trustee for 60 days after its receipt of such notice,  request
and offer of indemnity has failed to institute any such proceeding; and

          (e) no direction inconsistent with such written request has been given
to the  Trustee  during  such  60-day  period by the  Holders of a  majority  in
aggregate principal amount of the Outstanding Securities of that series;

it being  understood and intended that no one or more of such Holders shall have
any right in any manner  whatever  by virtue of, or by  availing  itself of, any
provision of this  Indenture to affect,  disturb or prejudice  the rights of any
other  Holders  of  Securities,  or to obtain or to seek to obtain  priority  or
preference  over any other of such  Holders or to enforce  any right  under this
Indenture,  except in the manner  herein  provided and for the equal and ratable
benefit of all such Holders.



<PAGE>



     SECTION 5.8.  Unconditional Right of Holders to Receive
Principal, Premium and Interest; Direct Action by Holders of Trust
Preferred Securities.

     Notwithstanding  any other provision in this  Indenture,  the Holder of any
Security  of  any  series   shall  have  the  right,   which  is  absolute   and
unconditional,  to receive payment of the principal of (and premium, if any) and
(subject to Sections 3.8 and 3.12) interest (including any Additional  Interest)
on such Security on the respective Stated Maturities  expressed in such Security
(or, in the case of redemption,  on the  Redemption  Date) and to institute suit
for the  enforcement  of any such payment,  and such right shall not be impaired
without the consent of such Holder. In the case of Securities of a series issued
to an Issuer  Trust,  any  registered  holder of the  series of Trust  Preferred
Securities issued by such Issuer Trust shall have the right, upon the occurrence
of an Event of Default  described  in Section  5.1(a) or 5.1(b),  to institute a
suit directly  against the Corporation for enforcement of payment to such holder
of  principal  of  (premium,  if any) and  (subject  to  Sections  3.8 and 3.12)
interest  (including  any  Additional  Interest)  on  the  Securities  having  a
principal  amount equal to the aggregate  Liquidation  Amount (as defined in the
related Trust Agreement) of such Trust Preferred Securities held by such holder.

     SECTION 5.9.  Restoration of Rights and Remedies.

     If the  Trustee,  any  Holder or any holder of Trust  Preferred  Securities
issued by any Issuer Trust has instituted any proceeding to enforce any right or
remedy  under  this  Indenture  and such  proceeding  has been  discontinued  or
abandoned for any reason, or has been determined adversely to the Trustee,  such
Holder or such holder of Trust Preferred Securities, then and in every such case
the  Corporation,  Trustee,  such  Holders  and such  holder of Trust  Preferred
Securities shall,  subject to any determination in such proceeding,  be restored
severally and respectively to their former positions  hereunder,  and thereafter
all rights and  remedies  of the  Trustee,  such Holder and such holder of Trust
Preferred  Securities  shall  continue  as  though no such  proceeding  had been
instituted.

     SECTION 5.10.  Rights and Remedies Cumulative.

     Except as otherwise provided in the last paragraph of Section 3.7, no right
or remedy  herein  conferred  upon or  reserved to the Trustee or the Holders is
intended  to be  exclusive  of any other  right or remedy,  and every  right and
remedy shall,  to the extent  permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or  otherwise.  The  assertion or employment of any right or remedy
hereunder,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.




<PAGE>


     SECTION 5.11.  Delay or Omission Not Waiver.

     No delay or  omission  of the  Trustee,  any  Holder of any  Security  with
respect  to the  Securities  of the  related  series or any  holder of any Trust
Preferred  Security to exercise any right or remedy  accruing  upon any Event of
Default with respect to the  Securities  of the related  series shall impair any
such right or remedy or  constitute  a waiver of any such Event of Default or an
acquiescence therein.

     Every right and remedy given by this Article or by law to the Trustee or to
the  Holders and the right and remedy  given to the  holders of Trust  Preferred
Securities  by Section 5.8 may be exercised  from time to time,  and as often as
may be deemed  expedient,  by the  Trustee,  the Holders or the holders of Trust
Preferred Securities, as the case may be.

     SECTION 5.12.  Control by Holders.

     The Holders of not less than a majority in  aggregate  principal  amount of
the  Outstanding  Securities  of any  series  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,  with
respect to the Securities of such series, provided that:

          (a)  such direction shall not be in conflict with any
rule of law or with this Indenture,

          (b) the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction, and

          (c) subject to the  provisions  of Section 6.1, the Trustee shall have
the right to  decline  to follow  such  direction  if a  Responsible  Officer or
Officers of the Trustee shall,  in good faith,  determine that the proceeding so
directed  would be unjustly  prejudicial  to the Holders not joining in any such
direction or would involve the Trustee in personal liability.

     SECTION 5.13.  Waiver of Past Defaults.

     The Holders of not less than a majority in  aggregate  principal  amount of
the Outstanding  Securities of any series  affected  thereby and, in the case of
any Securities of a series initially issued to an Issuer Trust, the holders of a
majority  in  aggregate  Liquidation  Amount (as  defined in the  related  Trust
Agreement)  of the Trust  Preferred  Securities  issued by such Issuer Trust may
waive any past  default  hereunder  and its  consequences  with  respect to such
series except a default:

          (a) in the  payment  of the  principal  of (or  premium,  if  any)  or
interest  (including  any  Additional  Interest)  on any Security of such series
(unless such default has been cured and the Corporation has paid to or deposited
with the Trustee a sum  sufficient to pay all matured  installments  of interest
(including any Additional  Interest) and all principal of (and premium,  if any,
on) all Securities of that series due otherwise than by acceleration), or
          (b) in respect of a covenant or provision hereof that under Article IX
cannot  be  modified  or  amended  without  the  consent  of each  Holder of any
Outstanding Security of such series affected.

     Any such  waiver  shall be deemed to be on behalf of the Holders of all the
Securities  of such  series  or,  in the case of a waiver  by  holders  of Trust
Preferred  Securities  issued by such  Issuer  Trust,  by all  holders  of Trust
Preferred Securities issued by such Issuer Trust.

     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.

     SECTION 5.14.  Undertaking for Costs.

     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,
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, or group of Holders,  holding in
the  aggregate  more  than ten  percent  in  aggregate  principal  amount of the
Outstanding  Securities of any series,  or to any suit  instituted by any Holder
for the  enforcement of the payment of the principal of (or premium,  if any) or
interest  (including  any  Additional  Interest) on any Security on or after the
respective Stated Maturities expressed in such Security.

     SECTION 5.15.  Waiver of Usury, Stay or Extension Laws.

     The  Corporation  covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage  of, any usury,  stay or extension law wherever
enacted,  now or at any time hereafter in force,  which may affect the covenants
or the performance of this Indenture; and the Corporation (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.




<PAGE>



                         ARTICLE VI

                         THE TRUSTEE

     SECTION 6.1.  Certain Duties and Responsibilities.

          (a)  Except during the continuance of an Event of Default,

          (i)  the  Trustee  undertakes  to  perform  such  duties and only such
               duties 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 its part, the
               Trustee may conclusively rely, as to the truth of the
               statements and the correctness of the opinions expressed
               therein, upon 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 that by any provisions 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)     If an Event of Default has occurred and is continuing, 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  person  would  exercise  or use under the
              circumstances in the conduct of his or her own affairs.

         (c)  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  except
              that

              (i)  this Subsection shall not be construed to limit
                   the effect of Subsection (a) of this Section;

             (ii)  the  Trustee  shall not be liable  for any error of  judgment
                   made in good faith by a Responsible Officer,  unless it shall
                   be proved that the Trustee was negligent in ascertaining  the
                   pertinent facts; and

            (iii)  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 Holders
                   pursuant to Section 5.12 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
                   with respect to the Securities of a series.




<PAGE>


          (d) No provision of 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  shall be  reasonable  grounds  for  believing  that
repayment of such funds or adequate  indemnity against such risk or liability is
not reasonably assured to it.

          (e) 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.

     SECTION 6.2.  Notice of Defaults.

     Within 90 days  after  actual  knowledge  by a  Responsible  Officer of the
Trustee  of  the  occurrence  of  any  default  hereunder  with  respect  to the
Securities of any series,  the Trustee shall  transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register,  notice of such default,  unless such default shall have been cured or
waived; provided,  however, that, except in the case of a default in the payment
of the principal of (or premium,  if any) or interest  (including any Additional
Interest)  on any  Security 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 and/or  Responsible  Officers of the
Trustee in good faith  determines  that the withholding of such notice is in the
interests of the Holders of  Securities of such series;  and provided,  further,
that, in the case of any default of the character  specified in Section  5.1(c),
no such notice to Holders of  Securities  of such series shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event that is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

     SECTION 6.3.  Certain Rights of Trustee.

     Subject to the provisions of Section 6.1:

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

          (b) any request or direction of the Corporation mentioned herein shall
be sufficiently  evidenced by a Corporation Request or Corporation Order and any
resolution  of the Board of Directors may be  sufficiently  evidenced by a Board
Resolution;

          (c) whenever in the administration of this Indenture the Trustee shall
deem it  desirable  that a matter  be  proved or  established  prior to  taking,
suffering or omitting any action  hereunder,  the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

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

          (e) 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 Holders  pursuant to this  Indenture,  unless such Holders shall have
offered to the  Trustee  reasonable  security  or  indemnity  against the costs,
expenses and  liabilities  that might be incurred by it in compliance  with such
request or direction;

          (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, bond, indenture,
Security or other paper or document,  but the Trustee in its discretion may make
such inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such inquiry or  investigation,  it shall
be  entitled  to examine the books,  records  and  premises of the  Corporation,
personally or by agent or attorney; and

          (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  with due care by it
hereunder.

     SECTION 6.4.  Not Responsible for Recitals or Issuance of
Securities.

     The recitals  contained herein and in the Securities,  except the Trustee's
certificates  of  authentication,  shall  be  taken  as  the  statements  of the
Corporation  and neither the Trustee nor any  Authenticating  Agent  assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities.  Neither the
Trustee  nor  any  Authenticating  Agent  shall  be  accountable  for the use or
application by the Corporation of the Securities or the proceeds thereof.

     SECTION 6.5.  May Hold Securities.

     The Trustee,  any  Authenticating  Agent,  any Paying Agent, any Securities
Registrar or any other agent of the  Corporation  in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13,  may otherwise deal with the  Corporation  with the same rights it
would  have  if  it  were  not  Trustee,  Authenticating  Agent,  Paying  Agent,
Securities Registrar or such other agent.

     SECTION 6.6.  Money Held in Trust.

     Money held by the Trustee in trust  hereunder  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 money received by it hereunder except as otherwise
agreed with the Corporation.

     SECTION 6.7.  Compensation and Reimbursement.

     The Corporation agrees

          (a) to pay to the  Trustee  from  time  to time  compensation  for all
services  rendered by it hereunder in such  amounts as the  Corporation  and the
Trustee shall agree from time to time (which  compensation  shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust);

          (b) to  reimburse  the Trustee  upon its  request  for all  reasonable
expenses,  disbursements  and  advances  incurred  or  made  by the  Trustee  in
accordance  with any  provision  of this  Indenture  (including  the  reasonable
compensation  and the expenses  and  disbursements  of its agents and  counsel),
except any such expense,  disbursement  or advance as may be attributable to its
negligence or bad faith; and

          (c) to indemnify the Trustee for, and to hold it harmless against, any
loss,  liability  or expense  (including  the  reasonable  compensation  and the
expenses  and   disbursements  of  its  agents  and  counsel)  incurred  without
negligence or bad faith,  arising out of or in connection with the acceptance or
administration  of  this  trust  or the  performance  of its  duties  hereunder,
including  the costs and  expenses  of  defending  itself  against  any claim or
liability in connection with the exercise or performance of any of its powers or
duties  hereunder.  This  indemnification  shall survive the termination of this
Indenture.

     When the  Trustee  incurs  expenses or renders  services  after an Event of
Default  specified  in Section  5.1(d) or 5.1(e)  occurs,  the  expenses and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

     SECTION 6.8.     Disqualification; Conflicting Interests.

          (a) The  Trustee for the  Securities  of any series  issued  hereunder
shall be subject to the provisions of Section 310(b) of the Trust Indenture Act.
Nothing  herein shall  prevent the Trustee from filing with the  Commission  the
application referred to in the second to last paragraph of said Section 310(b).

          (b) The Trust  Agreement and the Guarantee  Agreement  with respect to
each Issuer Trust shall be deemed to be specifically described in this Indenture
for the purposes of clause (i) of the first proviso  contained in Section 310(b)
of the Trust Indenture Act.

     SECTION 6.9.     Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be:

          (a) a corporation  organized and doing  business under the laws of the
United  States  of  America  or of any State or  Territory  or the  District  of
Columbia,  authorized  under such laws to exercise  corporate  trust  powers and
subject to supervision or examination by federal, state, territorial or District
of Columbia authority, or

          (b) a corporation  or other Person  organized and doing business under
the laws of a foreign government that is permitted to act as Trustee pursuant to
a rule,  regulation or order of the  Commission,  authorized  under such laws to
exercise  corporate  trust powers,  and subject to supervision or examination by
authority  of  such  foreign  government  or  a  political  subdivision  thereof
substantially  equivalent to  supervision  or  examination  applicable to United
States  institutional  trustees,  in either case  having a combined  capital and
surplus  of at least  $50,000,000,  subject to  supervision  or  examination  by
federal  or state  authority.  If such  corporation  or other  Person  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 6.9, the combined  capital and surplus of such corporation or other
Person  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 the Trustee
shall cease to be eligible in  accordance  with the  provisions  of this Section
6.9, it shall resign  immediately in the manner and with the effect  hereinafter
specified in this Article VI. Neither the Corporation nor any Person directly or
indirectly  controlling,   controlled  by  or  under  common  control  with  the
Corporation  shall  serve as Trustee  for the  Securities  of any series  issued
hereunder.

     SECTION 6.10.  Resignation and Removal; Appointment of
Successor.

          (a) No  resignation  or removal of the Trustee and no appointment of a
successor  Trustee  pursuant to this Article VI shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

          (b) The Trustee may resign at any time with respect to the  Securities
of one or more series by giving written notice thereof to the Corporation. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of  resignation,  the
resigning  Trustee may  petition  any court of  competent  jurisdiction  for the
appointment  of a  successor  Trustee  with  respect to the  Securities  of such
series.

          (c) The  Trustee  may be  removed  at any  time  with  respect  to the
Securities  of any  series by Act of the  Holders  of a  majority  in  aggregate
principal amount of the Outstanding Securities of such series,  delivered to the
Trustee and to the  Corporation.  If an  instrument of acceptance by a successor
Trustee shall not have been  delivered to the Trustee  within 30 days after such
Act of the  Holders,  the  Trustee  to be  removed  may  petition  any  court of
competent  jurisdiction for the appointment of a successor  Trustee with respect
to the Securities of such series.

    (d)  If at any time:

         (i)  the Trustee  shall fail to comply with  Section 6.8 after  written
              request  therefor by the Corporation or by any Holder who has been
              a bona fide Holder of a Security for at least six months, or

        (ii)  the Trustee shall cease to be eligible under Section 6.9 and shall
              fail to resign after written  request  therefor by the Corporation
              or by any such Holder, 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, any such case, (A) the Corporation,
              acting pursuant to the authority of a Board Resolution,
              may remove the Trustee with respect to the Securities of
              all series issued hereunder or (B) subject to Section
              5.14, any Holder who has been a bona fide
              Holder of a Security for at least six months may, on
              behalf of such Holder and all others similarly situated,
              petition any court of competent jurisdiction for the
              removal of the Trustee with respect to the Securities of
              all series issued hereunder and the appointment of a
              successor Trustee or Trustees.

          (e) If the Trustee  shall  resign,  be removed or become  incapable of
acting,  or if a vacancy shall occur in the office of Trustee for any cause with
respect to the  Securities of one or more series,  the  Corporation,  by a Board
Resolution,  shall  promptly  appoint a successor  Trustee  with  respect to the
Securities of that or those series.  If, within one year after such resignation,
removal or incapability,  or the occurrence of such vacancy, a successor Trustee
with  respect to the  Securities  of any series shall be appointed by Act of the
Holders  of  a  majority  in  aggregate  principal  amount  of  the  Outstanding
Securities of such series delivered to the Corporation and the retiring Trustee,
the successor Trustee so appointed shall,  forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to the Securities of such
series and supersede the successor Trustee  appointed by the Corporation.  If no
successor  Trustee with respect to the  Securities of any series shall have been
so appointed by the  Corporation or the Holders and accepted  appointment in the
manner  hereinafter  provided,  any Holder who has been a bona fide  Holder of a
Security of such series for at least six months may, subject to Section 5.14, on
behalf of such Holder and all others similarly  situated,  petition any court of
competent  jurisdiction for the appointment of a successor  Trustee with respect
to the Securities of such series.

          (f) The  Corporation  shall give notice of each  resignation  and each
removal of the Trustee  with  respect to the  Securities  of any series and each
appointment of a successor  Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Securities of such series as their names and addresses  appear in
the  Securities  Register.  Each notice shall  include the name of the successor
Trustee  with  respect to the  Securities  of such series and the address of its
Corporate Trust Office.

     SECTION 6.11. Acceptance of Appointment by Successor.

          (a) In case of the appointment  hereunder of a successor  Trustee with
respect to all  Securities,  every such  successor  Trustee so  appointed  shall
execute,  acknowledge and deliver to the Corporation and to the retiring Trustee
an instrument  accepting  such  appointment,  and thereupon the  resignation  or
removal of the  retiring  Trustee  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 of the retiring Trustee; but, on the
request of the  Corporation  or the successor  Trustee,  such  retiring  Trustee
shall,  upon  payment  of  its  charges,   execute  and  deliver  an  instrument
transferring to such successor Trustee all the rights,  powers and trusts of the
retiring  Trustee and shall duly assign,  transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

          (b) In case of the appointment  hereunder of a successor  Trustee with
respect to the Securities of one or more (but not all) series,  the Corporation,
the retiring  Trustee and each successor  Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) 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 that
or those series to which the appointment of such successor Trustee relates, (ii)
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 that or those  series as to which  the  retiring
Trustee is not retiring shall continue to be vested in the retiring  Trustee and
(iii) 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  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 that or those series to which the  appointment  of such  successor
Trustee  relates;  but, on request of the Corporation 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 that or those series to which the  appointment  of
such successor Trustee relates.

          (c) Upon  request of any such  successor  Trustee and the  Corporation
shall execute any and all  instruments  for more fully and certainly  vesting in
and confirming to such successor Trustee all rights,  powers and trusts referred
to in Clause (a) or (b) of this Section, as the case may be.

          (d) No successor  Trustee shall accept its  appointment  unless at the
time of such acceptance  such successor  Trustee shall be qualified and eligible
under this Article.

     SECTION 6.12.  Merger, Conversion, 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 otherwise  qualified and eligible under this
Article,  without the execution or filing of any paper or any further act on the
part of any of the  parties  hereto.  In case any  Securities  shall  have  been
authenticated,  but not delivered,  by the Trustee then in office, any successor
by merger,  conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been  authenticated,  any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the  name of  such  successor  Trustee,  and in all  cases  the  certificate  of
authentication  shall have the full force which it is  provided  anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

     SECTION 6.13.  Preferential Collection of Claims Against
Corporation.

     If and when the Trustee  shall be or shall  become a creditor,  directly or
indirectly,  secured or unsecured, of the Corporation (or any other obligor upon
the  Securities),  the Trustee  shall be subject to the  provisions  of Sections
311(a) and 311(b) of the Trust Indenture Act.




<PAGE>


     SECTION 6.14.  Appointment of Authenticating Agent.

     The Trustee may appoint an  Authenticating  Agent or Agents with respect to
one or more series of Securities,  which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange,  registration  of transfer or partial  redemption  thereof or
pursuant to Section 3.6, and  Securities so  authenticated  shall be entitled to
the  benefits  of this  Indenture  and  shall be valid  and  obligatory  for all
purposes as if authenticated  by the Trustee  hereunder.  Wherever  reference is
made in this Indenture to the  authentication  and delivery of Securities by the
Trustee or the Trustee's certificate of authentication,  such reference shall be
deemed to include  authentication  and  delivery  on behalf of the Trustee by an
Authenticating  Agent.  Each  Authenticating  Agent shall be  acceptable  to the
Corporation and shall at all times be a corporation organized and doing business
under the laws of the  United  States of  America  or of any state or  territory
thereof  or the  District  of  Columbia,  authorized  under  such laws to act as
Authenticating  Agent,  having a combined  capital  and surplus of not less than
$50,000,000  and  subject  to  supervision  or  examination  by federal or state
authority.  If such Authenticating Agent publishes reports of condition at least
annually,  pursuant  to  law or to  the  requirements  of  said  supervising  or
examining authority,  then for the purposes of this Section the combined capital
and  surplus of such  Authenticating  Agent  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,  such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

     Any  corporation  into  which an  Authenticating  Agent  may be  merged  or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation  succeeding to all or substantially  all of
the corporate trust business of an  Authenticating  Agent shall be the successor
Authenticating  Agent hereunder,  provided such  corporation  shall be 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.

     An  Authenticating  Agent may resign at any time by giving  written  notice
thereof to the  Trustee  and to the  Corporation.  The  Trustee  may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such  Authenticating  Agent and to the  Corporation.  Upon  receiving  such a
notice of resignation  or upon such a  termination,  or in case at any time such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee may appoint a successor  Authenticating
Agent,  which shall be  acceptable to the  Corporation  and shall give notice of
such  appointment  in the  manner  provided  in  Section  1.6 to all  Holders of
Securities  of the series with respect to which such  Authenticating  Agent will
serve.  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.  No  successor  Authenticating  Agent shall be  appointed
unless eligible under the provision of this Section.

     The Trustee  agrees to pay to each  Authenticating  Agent from time to time
reasonable  compensation  for its services  under this Section,  and the Trustee
shall be entitled to be reimbursed for such payments,  subject to the provisions
of Section 6.7.

     If an  appointment  with respect to one or more series is made  pursuant to
this  Section,  the  Securities  of such series may have  endorsed  thereon,  in
addition  to  the  Trustee's  certificate  of  authentication,   an  alternative
certificate of authentication in the following form:

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

Dated:

                           As Trustee


                           By: ____________________________________
                                  As Authenticating Agent


                           By:_____________________________________
                                     Authorized Officer


                           ARTICLE VII

     HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION

     SECTION 7.1.  Corporation to Furnish Trustee Names and
Addresses of Holders.

     The Corporation will furnish or cause to be furnished to the Trustee:

          (a) semi-annually,  on or before June 30 and December 31 of each year,
a list,  in such form as the Trustee may  reasonably  require,  of the names and
addresses  of the  Holders  as of a date  not  more  than 15 days  prior  to the
delivery thereof, and

          (b) at such other times as the Trustee may request in writing,  within
30 days after the  receipt by the  Corporation  of any such  request,  a list of
similar  form and  content  as of a date not more than 15 days prior to the time
such list is furnished,  in each case to the extent such  information  is in the
possession or control of the  Corporation and has not otherwise been received by
the Trustee in its capacity as Securities Registrar.



<PAGE>


     SECTION 7.2. Preservation of Information, Communications to
Holders.

          (a) The Trustee shall preserve,  in as current a form as is reasonably
practicable,  the names and  addresses  of Holders  contained in the most recent
list  furnished  to the  Trustee as  provided  in Section  7.1 and the names and
addresses  of Holders  received  by the Trustee in its  capacity  as  Securities
Registrar.

          (b) The rights of  Holders to  communicate  with  other  Holders  with
respect to their rights under this  Indenture or under the  Securities,  and the
corresponding  rights and  privileges  of the  Trustee,  shall be as provided in
Section 312(b) of the Trust Indenture Act.

          (c) Every Holder of  Securities,  by  receiving  and holding the same,
agrees with the Corporation and the Trustee that none of the Corporation nor the
Trustee nor any agent of any of them shall be held  accountable by reason of the
disclosure  of  information  as to the names and  addresses  of the Holders made
pursuant to the Trust Indenture Act.

     SECTION 7.3.  Reports by Trustee.

          (a) The Trustee shall transmit to Holders such reports  concerning the
Trustee  and its actions  under this  Indenture  as may be required  pursuant to
Section 313 of the Trust  Indenture Act, at the times and in the manner provided
pursuant thereto.

          (b) Reports so required to be transmitted  at stated  intervals of not
more  than 12 months  shall be  transmitted  no later  than  January  31 in each
calendar year.

          (c) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each securities exchange upon which any
Securities are listed and also with the Commission.  The Corporation will notify
the Trustee when any Securities are listed on any securities exchange.

     SECTION 7.4.  Reports by Corporation.

     The Corporation  shall file with the Trustee and with the  Commission,  and
transmit to Holders,  such  information,  documents and other reports,  and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided in the Trust  Indenture Act;  provided that any
such information,  documents or reports required to be filed with the Commission
pursuant to Section 13 or Section  15(d) of the Exchange Act shall be filed with
the  Trustee  within 15 days  after the same is  required  to be filed  with the
Commission. The Corporation also shall comply with the other provisions of Trust
Indenture Act Section 314(a).





                          ARTICLE VIII

      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 8.1.  Corporation May Consolidate, Etc., Only on
Certain Terms.

     The Corporation  shall not consolidate  with or merge into any other Person
or convey,  transfer  or lease its  properties  and assets  substantially  as an
entirety to any Person,  and no Person shall  consolidate with or merge into the
Corporation or convey, transfer or lease its properties and assets substantially
as an entirety to the Corporation, unless:

          (a) if the Corporation  shall  consolidate  with or merge into another
Person or convey,  transfer or lease its properties and assets  substantially as
an entirety to any Person,  the Corporation formed by such consolidation or into
which the  corporation  is merged or the Person that  acquires by  conveyance or
transfer,  or  that  leases,  the  properties  and  assets  of  the  Corporation
substantially  as an  entirety  shall  be a  corporation,  partnership  or trust
organized  and  existing  under the laws of the United  States of America or any
State or  Territory  thereof or the  District  of Columbia  and shall  expressly
assume,  by an indenture  supplemental  hereto,  executed  and  delivered to the
Trustee,  in form  satisfactory  to the  Trustee,  expressly  assume the due and
punctual  payment  of the  principal  of  (and  premium,  if any)  and  interest
(including  any  Additional  Interest) on all the Securities of every series and
the  performance  of  every  covenant  of  this  Indenture  on the  part  of the
Corporation to be performed or observed;

          (b) immediately after giving effect to such  transaction,  no Event of
Default,  and no event  that,  after  notice  or lapse of time,  or both,  would
constitute an Event of Default, shall have happened and be continuing; and

          (c)  the  Corporation  has  delivered  to  the  Trustee  an  Officers'
Certificate  and an Opinion of Counsel,  each stating  that such  consolidation,
merger, conveyance, transfer or lease and any such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with; and the Trustee, subject to Section
6.1,  may rely upon  such  Officers'  Certificate  and  Opinion  of  Counsel  as
conclusive evidence that such transaction complies with this Section 8.1.

     SECTION 8.2.     Successor Corporation Substituted.

     Upon any  consolidation or merger by the  Corporation,  as the case may be,
with or into any  other  Person,  or any  conveyance,  transfer  or lease by the
Corporation  of its properties  and assets  substantially  as an entirety to any
Person in accordance with Section 8.1, the successor  corporation formed by such
consolidation  or  into  which  the  Corporation  is  merged  or to  which  such
conveyance,  transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Corporation  under this Indenture
with  the  same  effect  as if such  successor  Person  had  been  named  as the
Corporation  herein; and in the event of any such conveyance,  transfer or lease
the  Corporation  shall be discharged  from all  obligations and covenants under
this Indenture and the Securities.

     Such successor Person may cause to be executed, and may issue either in its
own  name  or in the  name  of  the  Corporation,  any or all of the  Securities
issuable   hereunder  that  theretofore  shall  not  have  been  signed  by  the
Corporation and delivered to the Trustee;  and, upon the order of such successor
Person instead of the Corporation  and subject to all the terms,  conditions and
limitations in this Indenture  prescribed,  the Trustee shall  authenticate  and
shall make available for delivery any Securities that previously shall have been
signed and  delivered  by the  officers  of the  Corporation  to the Trustee for
authentication  pursuant  to  such  provisions  and  any  Securities  that  such
successor  Person  thereafter  shall cause to be executed  and  delivered to the
Trustee on its behalf  for the  purpose  pursuant  to such  provisions.  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.

     In case of any such consolidation,  merger, sale, conveyance or lease, such
changes in phraseology  and form may be made in the Securities  thereafter to be
issued as may be appropriate.


                            ARTICLE IX

                       SUPPLEMENTAL INDENTURES

     SECTION 9.1.  Supplemental Indentures without Consent of
Holders.

     Without the consent of any Holders,  the  Corporation,  when  authorized by
Board Resolutions, and the Trustee, at any time and from time to time, may enter
into one or more indentures  supplemental  hereto,  in form  satisfactory to the
Trustee, for any of the following purposes:

          (a) to evidence the  succession of another  Person to the  Corporation
and the  assumption by any such  successor of the  covenants of the  Corporation
herein and in the Securities contained; or

          (b) to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee or to surrender  any right or power herein  conferred  upon the
Corporation; or

          (c) to provide for the issuance of and  establish the form or terms of
Securities of any series as permitted by Sections 2.1 or 3.1; or

          (d) to add to the covenants of the  Corporation for the benefit of the
Holders of all or any series of Securities  (and if such covenants are to be for
the benefit of less than all series of  Securities,  stating that such covenants
are expressly being included solely for the benefit of the series  specified) or
to surrender any right or power herein conferred upon the Corporation; or

          (e) to add any  additional  Events of Default  for the  benefit of the
Holders of all or any series of  Securities  (and if such  additional  Events of
Default are to be for the benefit of less than all series of Securities, stating
that such  additional  Events of Default are expressly being included solely for
the benefit of the series specified); or

          (f) to change or eliminate any of the  provisions  of this  Indenture,
provided that any such change or  elimination  shall (i) become  effective  only
when  there  is no  Security  Outstanding  of any  series  created  prior to the
execution of such supplemental indenture that is entitled to the benefit of such
provision or (ii) not apply to any Outstanding Securities; or

          (g) to cure any  ambiguity,  to correct or  supplement  any  provision
herein that may be defective or inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions  arising under
this Indenture,  provided that such action pursuant to this Clause (g) 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 an
Issuer  Trust  and for so  long  as any of the  corresponding  series  of  Trust
Preferred  Securities issued by such Issuer Trust shall remain outstanding,  the
holders of such Trust Preferred Securities; or

          (h)  to  evidence  and  provide  for  the  acceptance  of  appointment
hereunder by a successor  Trustee with respect to the  Securities of one or more
series and to 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,  pursuant to the  requirements  of Section
6.11(b); or

          (i) to comply  with the  requirements  of the  Commission  in order to
effect or maintain  qualification  of this Indenture  under the Trust  Indenture
Act.

     SECTION 9.2.  Supplemental Indentures with Consent of Holders.

     With the consent of the  Holders of not less than a majority  in  aggregate
principal  amount of the Outstanding  Securities of each series affected by such
supplemental  indenture, by Act of said Holders delivered to the Corporation and
the Trustee,  the Corporation,  when authorized by a Board  Resolution,  and the
Trustee may enter into an indenture or  indentures  supplemental  hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the  provisions of this Indenture or of modifying in any manner the rights of
the  Holders  of  Securities  of such  series  under this  Indenture;  provided,
however,  that no such supplemental  indenture shall, without the consent of the
Holder of each Outstanding Security of each series affected thereby,

          (a) change the Stated Maturity of the principal of, or any installment
of interest (including any Additional Interest) on, any Security,  or reduce the
principal  amount thereof or the rate of interest thereon or any premium payable
upon the  redemption  thereof,  or reduce the amount of  principal of a Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity  thereof pursuant to Section 5.2, or change the place of payment where,
or the coin or currency in which,  any Security or interest  thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or

          (b)  reduce  the  percentage  in  aggregate  principal  amount  of the
Outstanding  Securities of any series,  the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver (of  compliance  with  certain  provisions  of this  Indenture or
certain  defaults  hereunder  and  their  consequences)  provided  for  in  this
Indenture, or

          (c) modify any of the  provisions  of this  Section,  Section  5.13 or
Section 10.5,  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 Holder of each  Security  affected  thereby;  provided,  further,
that, in the case of the  Securities  of a series issued to an Issuer Trust,  so
long as any of the corresponding  series of Trust Preferred Securities issued by
such Issuer Trust remains outstanding,  (i) no such amendment shall be made that
adversely affects the holders of such Trust Preferred Securities in any material
respect,  and no termination of this Indenture shall occur, and no waiver of any
Event of Default or compliance  with any covenant under this Indenture  shall be
effective,  without  the prior  consent of the holders of at least a majority of
the aggregate  Liquidation Amount (as defined in the related Trust Agreement) of
such Trust Preferred  Securities then outstanding unless and until the principal
of (and premium,  if any, on) the  Securities of such series and all accrued and
(subject to Section 3.8) unpaid  interest  (including any  Additional  Interest)
thereon  have been paid in full and (ii) no  amendment  shall be made to Section
5.8 of this  Indenture  that would  impair  the  rights of the  holders of Trust
Preferred  Securities  issued by any Issuer Trust provided  therein  without the
prior  consent  of the  holders  of each  such  Trust  Preferred  Security  then
outstanding  unless and until the  principal  of (and  premium,  if any, on) the
Securities  of such series and all accrued and (subject to Section  3.12) unpaid
interest (including any Additional Interest) thereon have been paid in full.

     A  supplemental  indenture that changes or eliminates any covenant or other
provision of this  Indenture  that has expressly  been  included  solely for the
benefit of one or more  particular  series of  Securities  or any  corresponding
series  of  Trust  Preferred  Securities  of an  Issuer  Trust  that  holds  the
Securities  of any  series,  or that  modifies  the  rights  of the  Holders  of
Securities of such series or holders of such Trust Preferred  Securities of such
corresponding 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 of any other series or holders of Trust  Preferred  Securities of any
other such corresponding series.

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

     SECTION 9.3.  Execution of Supplemental Indentures.

     In executing or accepting the additional trusts created by any supplemental
indenture  permitted by this Article or the modifications  thereby of the trusts
created by this  Indenture,  the  Trustee  shall be  entitled  to  receive,  and
(subject to Section 6.1) shall be fully  protected in relying upon, an Officers'
Certificate  and an  Opinion  of  Counsel  stating  that the  execution  of such
supplemental  indenture is authorized or permitted by this  Indenture,  and that
all conditions  precedent  herein provided for relating to such action have been
complied  with.  The Trustee may, but shall not be obligated  to, enter into any
such  supplemental  indenture  that affects the Trustee's own rights,  duties or
immunities under this Indenture or otherwise.

      SECTION 9.4.  Effect of Supplemental Indentures.

     Upon the execution of any supplemental  indenture under this Article,  this
Indenture  shall be  modified in  accordance  therewith,  and such  supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities  theretofore or thereafter  authenticated and delivered  hereunder
shall be bound thereby.
     SECTION 9.5.  Conformity with Trust Indenture Act.

     Every  supplemental  indenture  executed  pursuant  to this  Article  shall
conform to the requirements of the Trust Indenture Act as then in effect.

     SECTION 9.6.  Reference in Securities to Supplemental
Indentures.

     Securities   authenticated   and  delivered  after  the  execution  of  any
supplemental  indenture  pursuant to this  Article may, and shall if required by
the  Corporation,  bear a notation in form approved by the Corporation as to any
matter provided for in such supplemental  indenture. If the Corporation shall so
determine,  new  Securities  of any series so  modified  as to  conform,  in the
opinion of the Corporation,  to any such supplemental  indenture may be prepared
and executed by the Corporation and  authenticated  and delivered by the Trustee
in exchange for Outstanding Securities of such series.


<PAGE>


                        ARTICLE X

                        COVENANTS

     SECTION 10.1.  Payment of Principal, Premium and Interest.

     The  Corporation  covenants  and agrees for the  benefit of each  series of
Securities  that it will duly and  punctually pay the principal of (and premium,
if any) and interest  (including any  Additional  Interest) on the Securities of
that series in accordance with the terms of such Securities and this Indenture.

     SECTION 10.2.  Maintenance of Office or Agency.

     The  Corporation  will  maintain in each Place of Payment for any series of
Securities an office or agency where  Securities of that series may be presented
or surrendered for payment,  where  Securities of that series may be surrendered
for  registration  of transfer or exchange  and where  notices and demands to or
upon the  Corporation  in  respect  of the  Securities  of that  series and this
Indenture may be served. The Corporation initially appoints the Trustee,  acting
through  its  Corporate  Trust  Office,  as its  agent  for said  purposes.  The
Corporation  will give prompt written notice to the Trustee of any change in the
location of any such office or agency. If at any time the Corporation shall fail
to maintain  such office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the  Corporate  Trust  Office of the Trustee,  and the  Corporation
hereby  appoints  the  Trustee as its agent to receive  all such  presentations,
surrenders, notices and demands.

     The  Corporation  may also from time to time  designate  one or more  other
offices or agencies where the Securities may be presented or surrendered for any
or all of such  purposes,  and may from time to time rescind such  designations;
provided,  however,  that no such  designation or rescission shall in any manner
relieve the  Corporation  of its  obligation  to maintain an office or agency in
each Place of Payment  for  Securities  of any  series  for such  purposes.  The
Corporation  will  give  prompt  written  notice  to the  Trustee  of  any  such
designation and any change in the location of any such office or agency.

     SECTION 10.3.  Money for Security Payments to be Held in
Trust.

     If the  Corporation  shall  at any time act as its own  Paying  Agent  with
respect to any series of Securities,  it will, on or before each due date of the
principal of (and premium,  if any, on) or interest on any of the  Securities of
such series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium,  if any) or interest
so  becoming  due until  such sums shall be paid to such  Persons  or  otherwise
disposed  of as herein  provided,  and will  promptly  notify the Trustee of its
failure so to act.



<PAGE>


     Whenever the  Corporation  shall have one or more Paying  Agents,  it will,
prior to 10:00 a.m.,  New York City time,  on each due date of the  principal of
(or premium,  if any) or interest  (including  any  Additional  Interest) on any
Securities,  deposit with a Paying Agent a sum  sufficient  to pay the principal
(and  premium,  if any) or  interest  (including  any  Additional  Interest)  so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled to such  principal  (and premium,  if any) or interest  (including  any
Additional  Interest),  and  (unless  such  Paying  Agent  is the  Trustee)  the
Corporation will promptly notify the Trustee of its failure so to act.

     The  Corporation  will cause each  Paying  Agent  other than the Trustee to
execute  and  deliver to the Trustee an  instrument  in which such Paying  Agent
shall agree with the Trustee,  subject to the  provisions of this Section,  that
such Paying Agent will:

          (a) hold all sums held by it for the payment of the  principal of (and
premium,  if  any)  or  interest  (including  any  Additional  Interest)  on the
Securities of a series in trust for the benefit of the Persons  entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided;

          (b) give the Trustee notice of any default by the  Corporation (or any
other  obligor upon such  Securities)  in the making of any payment of principal
(and premium, if any) or interest (including any Additional Interest) in respect
of any Security of any Series;

          (c) at any time during the  continuance of any default with respect to
a series of Securities,  upon the written request of the Trustee,  forthwith pay
to the Trustee all sums so held in trust by such  Paying  Agent with  respect to
such series; and

          (d) comply with the  provisions of the Trust  Indenture Act applicable
to it as a Paying Agent.

     The  Corporation  may at  any  time,  for  the  purpose  of  obtaining  the
satisfaction  and discharge of this Indenture or for any other purpose,  pay, or
by  Corporation  Order  direct any Paying  Agent to pay, to the Trustee all sums
held in trust by the  Corporation or such Paying Agent,  such sums to be held by
the Trustee  upon the same trusts as those upon which such sums were held by the
Corporation or such Paying Agent;  and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

     Any money  deposited with the Trustee or any Paying Agent,  or then held by
the  Corporation  in trust for the payment of the principal of (and premium,  if
any) or  interest  (including  any  Additional  Interest)  on any  Security  and
remaining  unclaimed for two years after such principal (and premium, if any) or
interest  has  become  due and  payable  shall  (unless  otherwise  required  by
mandatory  provision of  applicable  escheat or abandoned or unclaimed  property
law) be paid on Corporation Request to the Corporation,  or (if then held by the
Corporation)  shall  (unless  otherwise  required  by  mandatory   provision  of
applicable  escheat or abandoned or unclaimed  property law) be discharged  from
such trust;  and the Holder of such Security shall  thereafter,  as an unsecured
general  creditor,  look only to the  Corporation for payment  thereof,  and all
liability  of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Corporation as trustee thereof,  shall thereupon cease;
provided,  however, that the Trustee or such Paying Agent, before being required
to make any such repayment,  may at the expense of the  Corporation  cause to be
published once, in a newspaper  published in the English  language,  customarily
published  on each  Business  Day and of general  circulation  in the Borough of
Manhattan,  The City of New York,  notice that such money remains  unclaimed and
that, after a date specified therein,  which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Corporation.

     SECTION 10.4.  Statement as to Compliance.

     The Corporation shall deliver to the Trustee, within 120 days after the end
of each  fiscal  year of the  Corporation  ending  after  the  date  hereof,  an
Officers'  Certificate  covering the preceding calendar year, stating whether or
not to the best knowledge of the signers  thereof the  Corporation is in default
in the  performance,  observance or fulfillment of or compliance with any of the
terms,  provisions,  covenants  and  conditions  of this  Indenture,  and if the
Corporation shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge. For the purpose of this Section
10.4,  compliance  shall be  determined  without  regard to any grace  period or
requirement of notice provided pursuant to the terms of this Indenture.

     SECTION 10.5.  Waiver of Certain Covenants.

     Subject to the rights of holders of Trust Preferred Securities specified in
Section  9.2, if any, the  Corporation  may omit in any  particular  instance to
comply with any covenant or condition  provided  pursuant to Section 3.1, 9.1(d)
or 9.1(e) with respect to the  Securities of any series,  if before or after the
time  for such  compliance  the  Holders  of at least a  majority  in  aggregate
principal  amount of the Outstanding  Securities of such series shall, by Act of
such Holders,  either waive such  compliance in such instance or generally waive
compliance  with such covenant or condition,  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
Corporation  in respect of any such  covenant or condition  shall remain in full
force and effect.

     SECTION 10.6.  Additional Sums.

     In the case of the  Securities  of a series  initially  issued to an Issuer
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 3.1, if (i) an
Issuer Trust is the Holder of all of the  Outstanding  Securities of such series
and (ii) a Tax Event has  occurred and is  continuing  in respect of such Issuer
Trust,  the  Corporation  shall  pay to such  Issuer  Trust  (and its  permitted
successors  or assigns under the related  Trust  Agreement)  for so long as such
Issuer Trust (or its permitted  successor or assignee) is the registered  holder
of the  Outstanding  Securities of such series,  such  additional sums as may be
necessary in order that the amount of  Distributions  (including  any Additional
Amounts  (as  defined in such  Trust  Agreement))  then due and  payable by such
Issuer Trust on the related Trust  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 arising from such Tax Event
(the "Additional 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 mention shall be deemed to include  mention of the payments of
the  Additional  Sums provided for in this paragraph to the extent that, in such
context,  Additional  Sums are,  were or would be  payable  in  respect  thereof
pursuant to the provisions of this paragraph and express  mention of the payment
of  Additional  Sums (if  applicable)  in any  provisions  hereof  shall  not be
construed as excluding  Additional  Sums in those  provisions  hereof where such
express mention is not made; provided, however, that the deferral of the payment
of  interest  pursuant  to Section  3.12 or the  Securities  shall not defer the
payment of any Additional Sums that may be due and payable.

     SECTION 10.7.  Additional Covenants.

     The Corporation covenants and agrees with each Holder of Securities of each
series 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 Corporation's  capital 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 Corporation  (including other Securities) that rank pari passu
in all  respects  with or junior in  interest to the  Securities  of such series
(other than (a)  repurchases,  redemptions  or other  acquisitions  of shares of
capital stock of the  Corporation in connection  with any  employment  contract,
benefit plan or other similar  arrangement with or for the benefit of any one or
more  employees,  officers,  directors  or  consultants,  in  connection  with a
dividend  reinvestment or stockholder  stock purchase plan or in connection with
the issuance of capital stock of the Corporation (or securities convertible into
or  exercisable  for such  capital  stock) as  consideration  in an  acquisition
transaction  entered into prior to the  applicable  Extension  Period,  (b) as a
result of an exchange or conversion of any class or series of the  Corporation's
capital stock (or any capital stock of a Subsidiary of the  Corporation  for any
class or series of the Corporation's  capital stock or of any class or series of
the  Corporation's  indebtedness  for any class or  series of the  Corporation's
capital  stock,  (c) the  purchase  of  fractional  interests  in  shares of the
Corporation's capital stock pursuant to the conversion or exchange provisions of
such  capital  stock or the  security  being  converted  or  exchanged,  (d) any
declaration of a dividend in connection with any Rights Plan, or the issuance of
rights,  stock or other  property  under any Rights Plan,  or the  redemption or
repurchase of rights pursuant  thereto or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon  exercise of such  warrants,  options or other  rights is the same stock as
that on which the  dividend  is being paid or ranks pari passu with or junior to
such stock) if at such time (1) there shall have occurred any event of which the
Corporation has actual  knowledge that with the giving of notice or the lapse of
time,  or both,  would  constitute  an  Event of  Default  with  respect  to the
Securities  of such  series,  and which  the  Corporation  shall not have  taken
reasonable  steps to cure,  (2) if the  Securities of such series are held by an
Issuer Trust or the Corporation  shall be in default with respect to its payment
of any obligations under the Guarantee Agreement relating to the Trust Preferred
Securities  issued by such Issuer Trust or (3) the Corporation  shall have given
notice  of its  election  to begin  an  Extension  Period  with  respect  to the
Securities of such series as provided  herein and shall not have  rescinded such
notice, or such Extension Period, or any extension thereof, shall be continuing.

     The  Corporation  also covenants with each Holder of Securities of a series
issued  to an Issuer  Trust (i) to hold,  directly  or  indirectly,  100% of the
Common Securities of such Issuer Trust, provided that any permitted successor of
the  Corporation  hereunder may succeed to the  Corporation's  ownership of such
Common Securities,  (ii) as holder of such Common Securities, not to voluntarily
terminate,  wind-up or liquidate such Issuer Trust, other than (a) in connection
with a  distribution  of the  Securities  of such  series to the  holders of the
related Trust Preferred Securities in liquidation of such Issuer Trust or (b) in
connection with certain mergers,  consolidations  or amalgamations  permitted by
the related Trust Agreement and (iii) to use its reasonable efforts,  consistent
with the terms and  provisions  of such Trust  Agreement,  to cause such  Issuer
Trust to continue not to be taxable as a corporation  for United States  federal
income tax purposes.

     SECTION 10.8.  Original Issue Discount.

     For each year during which any  Securities  that were issued with  original
issue discount are  Outstanding,  the  Corporation  shall furnish to each Paying
Agent in a timely  fashion such  information  as may be reasonably  requested by
each Paying  Agent in order that each Paying  Agent may prepare the  information
which it is required to report for such year on Internal  Revenue  Service Forms
1096 and 1099 pursuant to Section 6049 of the Internal  Revenue Code of 1986, as
amended.  Such  information  shall include the amount of original issue discount
includible in income for each increment of principal  amount at Stated  Maturity
of outstanding Securities during such year.

                           ARTICLE XI

                     REDEMPTION OF SECURITIES

     SECTION 11.1 Applicability of This Article.

     Redemption of  Securities of any series  (whether by operation of a sinking
fund or  otherwise)  as  permitted  or required  by any form of Security  issued
pursuant  to this  Indenture  shall  be made in  accordance  with  such  form of
Security and this Article; provided,  however, that if any provision of any such
form of  Security  shall  conflict  with  any  provision  of this  Article,  the
provision of such form of Security  shall govern.  Except as otherwise set forth
in the form of Security  for such  series,  each  Security of a series  shall be
subject to partial redemption only in the minimum specified denomination for the
Securities of such series or any integral multiples thereof.

     SECTION 11.2.  Election to Redeem; Notice to Trustee.

     The election of the Corporation to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution.  In case of any redemption at the election
of the  Corporation,  the  Corporation  shall,  at  least  45 days  prior to the
Redemption  Date (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee and, in the case of  Securities of a series held by an Issuer
Trust, the Property Trustee under the related Trust Agreement,  of such date and
of the principal  amount of Securities of the  applicable  series to be redeemed
and provide the additional  information required to be included in the notice or
notices contemplated by Section 11.4; provided that in the case of any series of
Securities  initially  issued to an Issuer Trust, for so long as such Securities
are held by such Issuer  Trust,  such notice shall be given not less than 45 nor
more than 75 days prior to such  Redemption  Date (unless a shorter notice shall
be satisfactory to the Property Trustee under the related Trust  Agreement).  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,  the
Corporation  shall  furnish the Trustee  with an  Officers'  Certificate  and an
Opinion of Counsel evidencing compliance with such restriction.

     SECTION 11.3.  Selection of Securities to be Redeemed.

     If less than all the  Securities  of any  series  are to be  redeemed,  the
particular  Securities  to be redeemed  shall be selected  not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding  Securities of
such series not previously called for redemption,  by such method as the Trustee
shall deem fair and  appropriate  and which may  provide for the  selection  for
redemption of a portion of the principal  amount of any Security of such series,
provided that the  unredeemed  portion of the  principal  amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.

     The  Trustee  shall  promptly  notify  the  Corporation  in  writing of the
Securities  selected for partial  redemption and the principal amount thereof to
be redeemed.  For all purposes of this Indenture,  unless the context  otherwise
requires,  all provisions relating to the redemption of Securities shall relate,
in the case of any  Security  redeemed  or to be redeemed  only in part,  to the
portion  of the  principal  amount  of such  Security  that has been or is to be
redeemed.




     SECTION 11.4.  Notice of Redemption.

     Notice of redemption shall be given by first-class  mail,  postage prepaid,
mailed not later than the thirtieth  day, and not earlier than the sixtieth day,
prior to the  Redemption  Date, to each Holder of Securities to be redeemed,  at
the address of such Holder as it appears in the  Securities  Register,  provided
that in the case of any  series  of  Securities  initially  issued  to an Issuer
Trust, for so long as such Securities are held by such Issuer Trust, such notice
shall be given not less than 45 nor more than 75 days  prior to such  Redemption
Date (unless a shorter  notice  shall be  satisfactory  to the Property  Trustee
under the related Trust Agreement).

     With respect to  Securities  of each series to be redeemed,  each notice of
redemption shall include the CUSIP number of Securities to be redeemed and shall
state:

          (a)  the Redemption Date;

          (b) the  Redemption  Price  or,  if the  Redemption  Price  cannot  be
calculated  prior to the time the notice is required to be sent, the estimate of
the  Redemption  Price together with a statement that it is an estimate and that
the actual  Redemption  Price will be calculated on the third Business Day prior
to the Redemption  Date (and if an estimate is provided,  a further notice shall
be sent of the actual Redemption Price on the date that such Redemption Price is
calculated);

          (c) if less than all Outstanding  Securities of such particular series
are to be redeemed,  the identification (and, in the case of partial redemption,
the respective principal amounts) of the particular Securities to be redeemed;

          (d) that on the Redemption  Date, the Redemption Price will become due
and  payable  upon each such  Security  or portion  thereof,  and that  interest
(including any Additional  Interest)  thereon,  if any, shall cease to accrue on
and after said date;

          (e) the place or places where such  Securities  are to be  surrendered
for payment of the Redemption Price;

          (f) that the redemption is for a sinking fund, if such is the case;

          (g) such other  provisions  as may be required in respect of the terms
of a particular series of Securities.



<PAGE>


     Notice of  redemption  of  Securities to be redeemed at the election of the
Corporation shall be given by the Corporation or, at the Corporation's  request,
by the  Trustee in the name and at the expense of the  Corporation  and shall be
irrevocable.  The  notice  if  mailed  in the  manner  provided  above  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  Holder
receives such notice.  In any case, a failure to give such notice by mail or any
defect in the notice to the Holder of any Security  designated for redemption as
a whole or in part shall not  affect the  validity  of the  proceedings  for the
redemption of any other Security.

     SECTION 11.5.  Deposit of Redemption Price.

     Prior to 10:00 a.m., New York City time, on the  Redemption  Date specified
in the notice of redemption  given as provided in Section 11.4, the  Corporation
will  deposit  with the  Trustee  or with one or more  Paying  Agents (or if the
Corporation is acting as its own Paying Agent,  the  Corporation  will segregate
and hold in trust as provided in Section 10.3) an amount of money  sufficient to
pay the Redemption Price of, and any accrued interest  (including any Additional
Interest) on, all the Securities  (or portions  thereof) that are to be redeemed
on that date.

     SECTION 11.6.  Payment of Securities Called for Redemption.

     If any notice of redemption has been given as provided in Section 11.4, the
Securities or portion of  Securities  with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such  notice  at the  applicable  Redemption  Price,  together  with  accrued
interest  (including  any  Additional  Interest)  to  the  Redemption  Date.  On
presentation  and  surrender  of such  Securities  at a Place of Payment in said
notice specified, the said Securities or the specified portions thereof shall be
paid  and  redeemed  by the  Corporation  at the  applicable  Redemption  Price,
together  with  accrued  interest  (including  any  Additional  Interest) to the
Redemption  Date;  provided,   however,  that,  unless  otherwise  specified  as
contemplated by Section 3.1,  installments of interest (including any Additional
Interest)  whose Stated  Maturity is on or prior to the Redemption  Date will be
payable  to  the  Holders  of  such  Securities,  or  one  or  more  Predecessor
Securities,  registered as such at the close of business on the relevant  record
dates according to their terms and the provisions of Section 3.8.

     Upon  presentation  of any Security  redeemed in part only, the Corporation
shall  execute  and the  Trustee  shall  authenticate  and deliver to the Holder
thereof, at the expense of the Corporation,  a new Security or Securities of the
same series, of authorized denominations, in aggregate principal amount equal to
the unredeemed portion of the Security so presented and having the same Original
Issue Date, Stated Maturity and terms.

     If any Security  called for redemption  shall not be so paid upon surrender
thereof for redemption,  the principal of and premium,  if any, on such Security
shall, until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

     SECTION 11.7.  Right of Redemption of Securities Initially
Issued to an Issuer Trust.

     In the case of the  Securities  of a series  initially  issued to an Issuer
Trust,  except as  otherwise  specified  as  contemplated  by Section  3.1,  the
Corporation,  at its option, may redeem such Securities (i) on or after the date
specified in such Security, in whole at any time or in part from time to time or
(ii) upon the occurrence and during the  continuation of a Tax Event at any time
within 90 days following the occurrence and during the  continuation of such Tax
Event,  in whole (but not in part),  in each case at a Redemption  Price of 100%
unless specified in such Security, together with accrued interest (including any
Additional Interest) to the Redemption Date.

     If less than all the Securities of any such series are to be redeemed,  the
aggregate principal amount of such Securities remaining Outstanding after giving
effect to such  redemption  shall be sufficient to satisfy any provisions of the
Trust  Agreement  related to the  Issuer  Trust to which  such  Securities  were
issued,  including  any  requirement  in such Trust  Agreement as to the minimum
Liquidation  Amount  (as  defined in such Trust  Agreement)  of Trust  Preferred
Securities  that  may  be  held  by  a  holder  of  Trust  Preferred  Securities
thereunder.


                       ARTICLE XII

                      SINKING FUNDS

     SECTION 12.1.  Applicability of Article.

     The  provisions of this Article shall be applicable to any sinking fund for
the  retirement of  Securities  of any series  except as otherwise  specified as
contemplated by Section 3.1 for such Securities.

     The minimum amount of any sinking fund payment provided for by the terms of
any Securities of any series is herein referred to as a "mandatory  sinking fund
payment," and any sinking fund payment in excess of such minimum  amount that is
permitted  to be made by the terms of such  Securities  of any  series is herein
referred to as an "optional  sinking fund payment." If provided for by the terms
of any Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section  12.2.  Each sinking fund payment
shall be applied to the  redemption  of Securities of any series as provided for
by the terms of such Securities.

     SECTION 12.2.  Satisfaction of Sinking Fund Payments with
Securities.

     In lieu of making all or any part of a mandatory  sinking fund payment with
respect  to any  Securities  of a series  in cash,  the  Corporation  may at its
option, at any time no more than 16 months and no less than 45 days prior to the
date on  which  such  sinking  fund  payment  is  due,  deliver  to the  Trustee
Securities  of  such  series  (together  with  the  unmatured  coupons,  if any,
appertaining  thereto)  theretofore  purchased  or  otherwise  acquired  by  the
Corporation,  except  Securities of such series that have been redeemed  through
the application of mandatory or optional  sinking fund payments  pursuant to the
terms of the  Securities  of such series,  accompanied  by a  Corporation  Order
instructing  the  Trustee  to  credit  such  obligations  and  stating  that the
Securities of such series were  originally  issued by the  Corporation by way of
bona fide sale or other  negotiation for value;  provided that the Securities to
be so credited  have not been  previously so credited.  The  Securities to be so
credited  shall be received  and credited for such purpose by the Trustee at the
Redemption  Price for such  Securities,  as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly.

     SECTION 12.3.  Redemption of Securities for Sinking Fund.

     Not less  than 45 days  prior to each  sinking  fund  payment  date for any
series of Securities,  the Corporation  will deliver to the Trustee an Officers'
Certificate  specifying the amount of the next ensuing  sinking fund payment for
such Securities  pursuant to the terms of such Securities,  the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which the
Securities  of such series are payable  (except as provided  pursuant to Section
3.1) and the portion thereof,  if any, that is to be satisfied by delivering and
crediting  Securities  pursuant  to Section  12.2 and will also  deliver (to the
extent  not  previously  delivered)  to  the  Trustee  any  Securities  to be so
delivered. Such Officers' Certificate shall be irrevocable and upon its delivery
the Corporation  shall be obligated to make the cash payment or payments therein
referred to, if any, on or before the  succeeding  sinking fund payment date. In
the case of the failure of the Corporation to deliver such Officers' Certificate
(or,  as  required  by this  Indenture,  the  Securities  and  coupons,  if any,
specified in such Officers'  Certificate) by the due date therefor,  the sinking
fund  payment due on the  succeeding  sinking  fund payment date for such series
shall be paid  entirely in cash and shall be  sufficient to redeem the principal
amount of the  Securities  of such series  subject to a mandatory  sinking  fund
payment without the right to deliver or credit securities as provided in Section
12.2 and  without  the right to make the  optional  sinking  fund  payment  with
respect to such series at such time.

     Any sinking fund payment or payments  (mandatory or optional)  made in cash
plus any unused balance of any preceding sinking fund payments made with respect
to the Securities of any  particular  series shall be applied by the Trustee (or
by the  Corporation if the Corporation is acting as its own Paying Agent) on the
sinking  fund payment date on which such payment is made (or, if such payment is
made before a sinking  fund  payment  date,  on the sinking  fund  payment  date
immediately  following the date of such payment) to the redemption of Securities
of such series at the Redemption Price specified in such Securities with respect
to the  sinking  fund.  Any and all  sinking  fund  moneys  with  respect to the
Securities of any particular  series held by the Trustee (or if the  Corporation
is acting as its own Paying Agent,  segregated  and held in trust as provided in
Section  10.3) on the last sinking fund payment date with respect to  Securities
of such  series  and not  held  for the  payment  or  redemption  of  particular
Securities of such series shall be applied by the Trustee (or by the Corporation
if the  Corporation  is acting as its own  Paying  Agent),  together  with other
moneys,  if  necessary,  to be  deposited  (or  segregated)  sufficient  for the
purpose,  to the payment of the  principal of the  Securities  of such series at
Maturity.  The Trustee  shall  select the  Securities  to be redeemed  upon such
sinking  fund  payment  date in the manner  specified  in Section 11.3 and cause
notice of the  redemption  thereof to be given in the name of and at the expense
of the  Corporation in the manner  provided in Section 11.4.  Such notice having
been duly given,  the redemption of such Securities shall be made upon the terms
and in the manner stated in Section 11.6. On or before each sinking fund payment
date, the Corporation shall pay to the Trustee (or, if the Corporation is acting
as its own Paying Agent,  the  Corporation  shall segregate and hold in trust as
provided in Section  10.3) in cash a sum in the currency in which  Securities of
such series are payable  (except as provided  pursuant to Section  3.1) equal to
the principal (and premium,  if any) and any interest  (including any Additional
Interest)  accrued to the Redemption Date for Securities or portions  thereof to
be redeemed on such sinking fund payment date pursuant to this Section 12.3.

     Neither the Trustee nor the  Corporation  shall redeem any  Securities of a
series with sinking fund moneys or mail any notice of  redemption  of Securities
of such  series by  operation  of the sinking  fund for such  series  during the
continuance  of a default in payment of interest,  if any, on any  Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a  consequence  of this  paragraph)  with respect to the  Securities  of such
series,  except  that if the notice of  redemption  shall have been  provided in
accordance with the provisions hereof,  the Trustee (or the Corporation,  if the
Corporation is then acting as its own Paying Agent) shall redeem such Securities
if cash  sufficient  for that purpose  shall be  deposited  with the Trustee (or
segregated by the  Corporation) for that purpose in accordance with the terms of
this Article XII.  Except as aforesaid,  any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys  thereafter paid into such sinking fund shall,  during the continuance of
such  default or Event of Default,  be held as  security  for the payment of the
Securities and coupons, if any, of such series; provided,  however, that in case
such default or Event of Default  shall have been cured or waived  herein,  such
moneys shall thereafter be applied on the next sinking fund payment date for the
Securities  of such series on which such  moneys may be applied  pursuant to the
provisions of this Section 12.3.


<PAGE>


                          ARTICLE XIII

                     SUBORDINATION OF SECURITIES

     SECTION 13.1.  Securities Subordinate to Senior Debt.

     The Corporation covenants and agrees, and each Holder of a Security, by its
acceptance  thereof,  likewise covenants and agrees,  that, to the extent and in
the manner  hereinafter set forth in this Article,  the payment of the principal
of (and premium,  if any) and interest  (including any  Additional  Interest) on
each and all of the  Securities  of each and every  series are hereby  expressly
made subordinate and subject in right of payment to the prior payment in full of
all Senior Debt of the Corporation.

     SECTION 13.2.  No Payment When Senior Debt in Default; Payment
Over of Proceeds Upon Dissolution, Etc.

     If the  Corporation  shall  default in the payment of any  principal of (or
premium, if any) or interest on any of its Senior Debt when the same becomes due
and  payable,  whether  at  maturity  or at a date  fixed for  prepayment  or by
declaration  of  acceleration  or otherwise,  then,  upon written notice of such
default  to the  Corporation  by the  holders  of  Senior  Debt  or any  trustee
therefor, unless and until such default shall have been cured or waived or shall
have  ceased  to  exist,  no  direct or  indirect  payment  (in cash,  property,
securities,  by set off or  otherwise)  shall  be made or  agreed  to be made on
account of the  principal of (or  premium,  if any) or interest  (including  any
Additional  Interest) on any of the Securities or in respect of any  redemption,
repayment, retirement, purchase or other acquisition of any of the Securities.

     In the event of (i) any insolvency, bankruptcy, receivership,  liquidation,
reorganization,  readjustment, composition or other similar proceedings relating
to the Corporation,  its creditors or its property,  (ii) any proceeding for the
liquidation,  dissolution or other winding up of the  Corporation,  voluntary or
involuntary,  whether or not involving  insolvency  or  bankruptcy  proceedings,
(iii) any assignment by the Corporation for the benefit of creditors or (iv) any
other  marshalling of the assets of the  Corporation  (each such event,  if any,
herein  sometimes  referred  to as a  "Proceeding"),  all  Senior  Debt  of  the
Corporation  (including any interest  thereon accruing after the commencement of
any  such  proceedings),  shall  first be paid in full  before  any  payment  or
distribution,  whether in cash,  securities or other property,  shall be made to
any  Holder  of any  of the  Securities  on  account  thereof.  Any  payment  or
distribution,  whether  in  cash,  securities  or  other  property  (other  than
securities of the Corporation or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate,  at least to
the  extent  provided  in these  subordination  provisions  with  respect to the
indebtedness  evidenced by the  Securities  to the payment of all Senior Debt of
the Corporation at the time outstanding and to any securities  issued in respect
thereof  under any such plan of  reorganization  or  readjustment),  which would
otherwise (but for these subordination  provisions) be payable or deliverable in
respect of the  Securities of any series shall be paid or delivered  directly to
the holders of Senior Debt of the  Corporation in accordance with the priorities
then  existing  among such  holders  until all such Senior Debt  (including  any
interest thereon  accruing after the commencement of any Proceeding)  shall have
been paid in full.

     In the event of any  Proceeding,  after  payment  in full of all sums owing
with  respect to the  Corporation's  Senior Debt the  Holders of the  Securities
together with the holders of any  obligations  of the  Corporation  ranking on a
parity  with the  Securities  (which for this  purpose  only shall  include  the
Allocable Amounts of Senior Subordinated Indebtedness),  shall be entitled to be
paid from the remaining  assets of the  Corporation  the amounts at the time due
and owing on account of unpaid  principal of (and premium,  if any) and interest
on the  Securities  and such  other  obligations  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 Corporation ranking junior to the
Securities and such other obligations.  If,  notwithstanding the foregoing,  any
payment or  distribution  of any  character  or any  security,  whether in cash,
securities or other property  (other than  securities of the  Corporation or any
other  corporation  provided for by a plan of reorganization or readjustment the
payment  of which is  subordinate,  at least  to the  extent  provided  in these
subordination  provisions  with  respect to the  indebtedness  evidenced  by the
Securities  to the  payment of all Senior  Debt of the  Corporation  at the time
outstanding and to any securities  issued in respect thereof under any such plan
of  reorganization  or  readjustment),  shall be  received by the Trustee or any
Holder in contravention of any of the terms hereof and before all Senior Debt of
the  Corporation  shall have been paid in full,  such payment or distribution or
security  shall be  received in trust for the benefit of, and shall be paid over
or  delivered  and  transferred  to,  the  holders  of the  Senior  Debt  of the
Corporation  at the time  outstanding  in accordance  with the  priorities  then
existing among such holders for application to the payment of all Senior Debt of
the Corporation remaining unpaid, to the extent necessary to pay all such Senior
Debt of the Corporation  remaining  unpaid,  to the extent  necessary to pay all
such Senior Debt of the  Corporation in full. In the event of the failure of the
Trustee or any Holder to endorse  or assign any such  payment,  distribution  or
security,  each holder of Senior Debt of the  Corporation is hereby  irrevocably
authorized to endorse or assign the same.

     The  Trustee and the Holders  shall take such  action  (including,  without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Debt of the  Corporation or consent to the filing of a financing  statement with
respect hereto) as may, in the opinion of counsel designated by the holders of a
majority in principal  amount of the Senior Debt of the  Corporation at the time
outstanding,  be necessary or  appropriate  to assure the  effectiveness  of the
subordination effected by these provisions.

     The provisions of this Section 13.2 shall not impair any rights, interests,
remedies or powers of any secured  creditor of the Corporation in respect of any
security  interest the creation of which is not  prohibited by the provisions of
this Indenture.

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

     SECTION 13.3.  Payment Permitted If No Default.

     Nothing  contained in this Article or elsewhere in this Indenture or in any
of the Securities  shall prevent (i) the Corporation at any time,  except during
the pendency of the conditions  described in the first paragraph of Section 13.2
or of any Proceeding  referred to in Section 13.2,  from making  payments at any
time of principal of (and premium, if any) or interest (including any Additional
Interest) on the Securities or (ii) the application by the Trustee of any moneys
deposited  with it hereunder to the payment of or on account of the principal of
(and premium,  if any) or interest  (including any  Additional  Interest) on the
Securities or the  retention of such payment by the Holders,  if, at the time of
such  application  by the Trustee,  it did not have  knowledge that such payment
would have been prohibited by the provisions of this Article.

     SECTION 13.4.  Subrogation to Rights of Holders of Senior
Debt.

     Subject to the  payment in full of all  amounts due or to become due on all
Senior Debt of the Corporation or the provision for such payment in cash or cash
equivalents or otherwise in a manner  satisfactory to the holders of Senior Debt
of the  Corporation as the case may be, the Holders of the  Securities  shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Debt pursuant to the provisions of this Article (equally and ratably
with the  holders of all  indebtedness  of the  Corporation  that by its express
terms is  subordinated to Senior Debt of the  Corporation to  substantially  the
same  extent  as the  Securities  are  subordinated  to the  Senior  Debt of the
Corporation  and is  entitled  to like  rights of  subrogation  by reason of any
payments or distributions  made to holders of such Senior Debt) to the rights of
the holders of such Senior Debt to receive  payments and  distributions of cash,
property and securities  applicable to the Senior Debt of the Corporation  until
the principal of (and premium,  if any) and interest  (including  any Additional
Interest)  on the  Securities  shall  be  paid in  full.  For  purposes  of such
subrogation,  no payments or  distributions to the holders of the Senior Debt of
the Corporation of any cash,  property or securities to which the Holders of the
Securities  or the Trustee would be entitled  except for the  provisions of this
Article,  and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt of the  Corporation  by Holders of the  Securities or the
Trustee,  shall, as among the  Corporation,  its creditors other than holders of
its Senior Debt and the Holders of the  Securities  be deemed to be a payment or
distribution by the Corporation to or on account of its Senior Debt.


     SECTION 13.5.  Provisions Solely to Define Relative Rights.

     The provisions of this Article are and are intended  solely for the purpose
of defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior  Debt of the  Corporation  on the other hand.  Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (i) impair,  as between the  Corporation and the Holders of
the  Securities  the  obligations  of the  Corporation  which are  absolute  and
unconditional,  to pay to the Holders of the  Securities  the  principal of (and
premium,  if any)  and  interest  (including  any  Additional  Interest)  on the
Securities as and when the same shall become due and payable in accordance  with
their terms,  (ii) affect the relative  rights  against the  Corporation  of the
Holders of the  Securities  and  creditors of the  Corporation  other than their
rights in relation to the  holders of Senior  Debt of the  Corporation  or (iii)
prevent the Trustee or the Holder of any  Security  (or to the extent  expressly
provided herein, the holder of any Trust Preferred Security) from exercising all
remedies  otherwise   permitted  by  applicable  law  upon  default  under  this
Indenture,  including filing and voting claims in any Proceeding, subject to the
rights,  if any,  under  this  Article  of the  holders  of  Senior  Debt of the
Corporation  to receive  cash,  property  and  securities  otherwise  payable or
deliverable to the Trustee or such Holder.

     SECTION 13.6.  Trustee to Effectuate Subordination.

     Each Holder of a Security by his or her acceptance  thereof  authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to acknowledge or effectuate the  subordination  provided in this
Article and  appoints  the Trustee his or her  attorney-in-fact  for any and all
such purposes.

     SECTION 13.7.  No Waiver of Subordination Provisions.

     No right of any present or future holder of any of the Corporation's Senior
Debt 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
Corporation or by any act or failure to act, in good faith,  by any such holder,
or by any  noncompliance  by the  Corporation  with the  terms,  provisions  and
covenants of this Indenture,  regardless of any knowledge  thereof that any such
holder may have or be otherwise charged with.

     Without in any way limiting the  generality  of the  immediately  preceding
paragraph,  the  holders of the  Corporation's  Senior Debt may, at any time and
from to time,  without the consent of or notice to the Trustee or the Holders of
the Securities of any series without incurring responsibility to such Holders of
the Securities and without impairing or releasing the subordination  provided in
this Article or the  obligations  hereunder of such Holders of the Securities to
the  holders  of the  Corporation's  Senior  Debt  do any  one  or  more  of the
following:  (i) change the manner,  place or terms of payment or extend the time
of payment of, or renew or alter,  Senior Debt of the  Corporation  or otherwise
amend or supplement in any manner such Senior Debt or any instrument  evidencing
the same or any  agreement  under which such Senior  Debt is  outstanding;  (ii)
sell, exchange,  release or otherwise deal with any property pledged,  mortgaged
or otherwise  securing Senior Debt of the Corporation;  (iii) release any Person
liable in any manner for the collection of Senior Debt of the  Corporation;  and
(iv) exercise or refrain from  exercising any rights against the Corporation and
any other Person.

     SECTION 13.8.  Notice to Trustee.

     The Corporation shall give prompt written notice to the Trustee of any fact
known to the Corporation  that would prohibit the making of any payment to or by
the Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other  provision  of this  Indenture,  the  Trustee  shall not be
charged  with  knowledge of the  existence of any facts that would  prohibit the
making of any payment to or by the Trustee in respect of the  Securities  unless
and until the  Trustee  shall have  received  written  notice  thereof  from the
Corporation or a holder of the Corporation's Senior Debt, as the case may be, or
from any trustee, agent or representative therefor;  provided,  however, that if
the Trustee shall not have  received the notice  provided for in this Section at
least two  Business  Days prior to the date upon  which by the terms  hereof any
moneys  may  become  payable  for any  purpose  (including,  the  payment of the
principal of (and premium,  if any, on) or interest  (including  any  Additional
Interest)  on any  Security)  then,  anything  herein  contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
moneys and to apply the same to the  purpose  for which they were  received  and
shall not be affected by any notice to the  contrary  that may be received by it
within two Business Days prior to such date.

     Subject to the  provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing  himself
or herself  to be a holder of Senior  Debt of the  Corporation  (or a trustee or
attorney-in-fact  therefor),  to establish  that such notice has been given by a
holder of Senior  Debt of the  Corporation  (or a  trustee  or  attorney-in-fact
therefor).  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
Senior Debt of the  Corporation 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
Senior Debt of the  Corporation  held by such  Person,  the extent to which such
Person is entitled to participate in such payment or distribution  and any 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.

     SECTION 13.9.  Reliance on Judicial Order or Certificate of
Liquidating Agent.


<PAGE>


     Upon any payment or distribution  of assets of the Corporation  referred to
in this Article, the Trustee,  subject to the provisions of Section 6.1, and the
Holders of the  Securities  shall be  entitled  to rely upon any order or decree
entered  by any court of  competent  jurisdiction  in which such  Proceeding  is
pending,  or a certificate of the trustee in bankruptcy,  receiver,  liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution,  delivered to the Trustee or to the Holders
of  Securities  for  the  purpose  of  ascertaining   the  Persons  entitled  to
participate in such payment or distribution,  the holders of the Senior Debt and
other indebtedness of the Corporation the amount thereof or payable thereon, the
amount or amounts  paid or  distributed  thereon and all other  facts  pertinent
thereto or to this Article.

     SECTION 13.10.  Trustee Not Fiduciary for Holders of Senior
Debt.

     The Trustee, in its capacity as trustee under this Indenture,  shall not be
deemed to owe any fiduciary duty to the holders of the Corporation's Senior Debt
and shall not be liable to any such holders if it shall in good faith mistakenly
pay over or distribute to Holders of Securities or to the  Corporation or to any
other Person cash,  property or securities to which any holders of Corporation's
Senior Debt shall be entitled by virtue of this Article or otherwise.

     SECTION 13.11.  Rights of Trustee as Holder of Senior Debt;
Preservation of Trustee's Rights.

     The Trustee in its individual  capacity shall be entitled to all the rights
set forth in this  Article  with  respect to any Senior Debt of the  Corporation
that may at any time be held by it, to the same  extent  as any other  holder of
Senior Debt of the  Corporation  and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.

     SECTION 13.12.  Article Applicable to Paying Agents.

     If at any time any  Paying  Agent  other than the  Trustee  shall have been
appointed by the Corporation and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context otherwise  requires)
be construed as extending to and including  such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee.

                             * * * *

     This  instrument  may be  executed in any number of  counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.




     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be
duly executed,  and their respective  corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                   SOUTH CAROLINA ELECTRIC & GAS COMPANY

                   By: s/ M. R. Cannon
                   Name: M. R. Cannon
                   Title: Treasurer

                   Address:  South Carolina Electric & Gas Company




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>12
<FILENAME>0012.txt
<DESCRIPTION>GUARANTEE AGREEMENT - SCE&G TRUST I
<TEXT>





                                                   Exhibit 4.06

                        GUARANTEE AGREEMENT

                          BY AND BETWEEN


                 SOUTH CAROLINA ELECTRIC & GAS COMPANY

                           as Guarantor


                               and

                       THE BANK OF NEW YORK,

                       as Guarantee Trustee


                           RELATING TO

                          SCE&G TRUST I


                   ---------------------------



                 Dated as of October 28, 1997


                  ---------------------------





<PAGE>


                         CROSS-REFERENCE TABLE*


     Section of
Trust Indenture Act                                Section of

of 1939, as amended                          Guarantee Agreement

     310(a)                                           4.1(a)
     310(b)                                       4.1(c), 2.8
     310(c)                                       Inapplicable
     311(a)                                           2.2(b)
     311(b)                                           2.2(b)
     311(c)                                       Inapplicable
     312(a)                                           2.2(a)
     312(b)                                           2.2(b)
     312(c)                                       Inapplicable
     313                                              2.3
     314(a)                                           2.4
     314(b)                                       Inapplicable
     314(c)                                           2.5
     314(d)                                       Inapplicable
     314(e)                                     1.1, 2.5, 3.2(a)
     314(f)                                        2.1, 3.2
     315(a)                                        3.1(d)(i)
     315(b)                                           2.7
     315(c)                                           3.1(c)
     315(d)                                           3.1(d)
     315(e)                                       Inapplicable
     316(a)                                      1.1, 2.6, 5.4
     316(b)                                           5.5
     316(c)                                           8.3
     317(a)                                           2.7(c)
     317(b)                                       Inapplicable
     318(a)                                           2.1
     318(b)                                           2.1
     318(c)                                           2.1



--------------------
* This Cross-Reference Table does not constitute part of the Guarantee Agreement
and shall not affect the interpretation of any of its terms or provisions.





<PAGE>



                      TABLE OF CONTENTS



                             ARTICLE I

                            DEFINITIONS                         6
   SECTION 1.1.  Definitions                                    6

                            ARTICLE II

                       TRUST INDENTURE ACT                      9
   SECTION 2.1.  Trust Indenture Act; Application               9
   SECTION 2.2.  List of Holders                               10
   SECTION 2.3.  Reports by the Guarantee Trustee              10
   SECTION 2.4.  Periodic Reports to the Guarantee Trustee     10
   SECTION 2.5.  Evidence of Compliance with Conditions
                   Precedent                                   10
   SECTION 2.6.  Events of Default; Waiver                     11
   SECTION 2.7.  Event of Default; Notice                      11
   SECTION 2.8.  Conflicting Interests                         12

                           ARTICLE III

        POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE     12

   SECTION 3.1.  Powers and Duties of the Guarantee Trustee    12
   SECTION 3.2.  Certain Rights of Guarantee Trustee           14
   SECTION 3.3.  Compensation; Indemnity; Fees                 15

                            ARTICLE IV

                        GUARANTEE TRUSTEE                      16
   SECTION 4.1.  Guarantee Trustee; Eligibility                16
   SECTION 4.2.  Appointment, Removal and Resignation
                   of the Guarantee Trustee                    17

                            ARTICLE V

                            GUARANTEE                          18
   SECTION 5.1.  Guarantee                                     18
   SECTION 5.2.  Waiver of Notice and Demand                   18
   SECTION 5.3.  Obligations Not Affected                      18
   SECTION 5.4.  Rights of Holders                             19
   SECTION 5.5.  Unconditional Right of Holders to Payment     20
   SECTION 5.6.  Guarantee of Payment                          20
   SECTION 5.7.  Subrogation                                   20
   SECTION 5.8.  Independent Obligations                       20



<PAGE>


                           ARTICLE VI

                     COVENANTS AND SUBORDINATION               21
   SECTION 6.1.  Subordination                                 21
   SECTION 6.2.  Pari Passu Guarantees                         21


                          ARTICLE VII

                          TERMINATION                          21

   SECTION 7.1.  Termination                                   21

                          ARTICLE VIII

                          MISCELLANEOUS                        22
   SECTION 8.1.  Successors and Assigns                        22
   SECTION 8.2.  Amendments                                    22
   SECTION 8.3.  Record Date                                   22
   SECTION 8.4.  Notices                                       22
   SECTION 8.5.  Benefit                                       23
   SECTION 8.6.  Governing Law                                 23
   SECTION 8.7.  Counterparts                                  23





<PAGE>



     GUARANTEE  AGREEMENT,  dated as of October 28, 1997,  by and between  South
Carolina Electric & Gas Company, a South Carolina corporation (the "Guarantor"),
and The Bank of New  York,  a New York  banking  corporation,  as  trustee  (the
"Guarantee  Trustee"),  for the benefit of the Holders (as defined  herein) from
time to time of the Trust  Preferred  Securities  (as  defined  herein) of SCE&G
TRUST I, a Delaware statutory business trust (the "Issuer Trust").

              RECITALS OF THE CORPORATION

     WHEREAS,  pursuant to an Amended and Restated Trust Agreement,  dated as of
October 28, 1997 (the "Trust  Agreement," as more particularly  defined herein),
among South Carolina Electric & Gas Company, as Depositor, the Property Trustee,
the Delaware Trustee, the Administrative  Trustees (as such terms are defined in
the Trust  Agreement),  the Holders and the holders of the Common Securities the
Issuer Trust is issuing $50,000,000  aggregate Liquidation Amount (as defined in
the  Trust  Agreement)  of  its  7.55%  Trust  Preferred  Securities,  Series  A
(liquidation  amount $25 per Trust  Preferred  Security)  (the "Trust  Preferred
Securities"),  representing  preferred  undivided  beneficial  interests  in the
assets  of the  Issuer  Trust  and  having  the  terms  set  forth in the  Trust
Agreement; and

     WHEREAS,  the Trust Preferred Securities will be issued by the Issuer Trust
and the proceeds  thereof,  together  with the proceeds from the issuance of the
Issuer Trust's Common  Securities (as defined herein),  will be used to purchase
the  Debentures  (as defined in the Trust  Agreement)  of the  Guarantor,  which
Debentures  will  be  deposited  with  the  Property  Trustee  under  the  Trust
Agreement, as trust assets; and

     WHEREAS,  as an  incentive  for the  Holders to  purchase  Trust  Preferred
Securities,  the Guarantor desires  irrevocably and unconditionally to agree, to
the  extent  set forth  herein,  to pay to the  Holders  of the Trust  Preferred
Securities the Guarantee  Payments (as defined herein),  as the case may be, and
to make certain other payments on the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  purchase  of  Trust  Preferred
Securities  by each Holder,  which  purchase the Guarantor  hereby  acknowledges
shall benefit the Guarantor,  the Guarantor executes and delivers this Guarantee
Agreement for the benefit of the Holders from time to time.




<PAGE>


                           ARTICLE I

                          DEFINITIONS

     SECTION 1.1.                                 Definitions.

          For all  purposes of this  Guarantee  Agreement,  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  that are  defined in the Trust  Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

     (c) The words "include,"  "includes" and "including"  shall be deemed to be
followed by the phrase "without limitation";

     (d) All  accounting  terms used but not defined  herein  have the  meanings
assigned to them in accordance with United States generally accepted  accounting
principles;

     (e) Unless the context otherwise requires, any reference to an "Article" or
a  "Section"  refers to an  Article  or a  Section,  as the case may be, of this
Guarantee Agreement; and

     (f) The words "hereby,"  "herein," "hereof" and "hereunder" and other words
of similar  import refer to this  Guarantee  Agreement as a whole and not to any
particular Article, Section or other subdivision.

     "Affiliate"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control,"  when used with respect to any specified  Person,  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

     "Board of Directors" means, as the context requires, the board of directors
of the  Guarantor  or the  Executive  Committee of the board of directors of the
Guarantor  (or any other  committee of the board of  directors of the  Guarantor
performing  similar  functions)  or a  committee  designated  by  the  board  of
directors of the Guarantor (or such committee), comprised of two or more members
of the board of directors  of the  Guarantor  or officers of the  Guarantor,  or
both.

     "Common  Securities"  means the securities  representing  common  undivided
beneficial interests in the assets of the Issuer Trust.



<PAGE>


     "Event  of  Default"  means (i) a default  by the  Guarantor  in any of its
payment  obligations  under this  Guarantee  Agreement  or (ii) a default by the
Guarantor in any other obligation hereunder that remains unremedied for 30 days.

     "Guarantee Agreement" means this Guarantee Agreement, as modified,  amended
or supplemented from time to time.

     "Guarantee Payments" means the following payments or distributions, without
duplication,  with respect to the Trust Preferred Securities,  to the extent not
paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid
Distributions  (as  defined in the Trust  Agreement)  required to be paid on the
Trust Preferred  Securities,  to the extent the Issuer Trust shall have funds on
hand available  therefor at such time; (ii) the Redemption  Price (as defined in
the Trust Agreement) with respect to any Trust Preferred  Securities  called for
redemption by the Issuer Trust,  to the extent the Issuer Trust shall have funds
on  hand  available  therefor  at such  time;  and  (iii)  upon a  voluntary  or
involuntary  termination,  winding-up or liquidation of the Issuer Trust, unless
Debentures  are  distributed to the Holders,  the lesser of (a) the  Liquidation
Distribution  (as  defined  in the Trust  Agreement)  with  respect to the Trust
Preferred  Securities,  to the extent that the Issuer  Trust shall have funds on
hand available therefor at such time, and (b) the amount of assets of the Issuer
Trust  remaining  available for  distribution  to Holders on  liquidation of the
Issuer.

     "Guarantee  Trustee" means The Bank of New York,  solely in its capacity as
Guarantee  Trustee  and  not in  its  individual  capacity,  until  a  Successor
Guarantee Trustee has been appointed and has accepted such appointment  pursuant
to the  terms of this  Guarantee  Agreement,  and  thereafter  means  each  such
Successor Guarantee Trustee.

     "Guarantor" has the meaning specified in the preamble of this
Guarantee Agreement.

     "Holder" means any Holder (as defined in the Trust  Agreement) of any Trust
Preferred Securities; provided, however, that in determining whether the holders
of the  requisite  percentage  of Trust  Preferred  Securities  have  given  any
request,  notice,  consent or waiver  hereunder,  "Holder" shall not include the
Guarantor,  the  Guarantee  Trustee or any  Affiliate  of the  Guarantor  or the
Guarantee Trustee.

     "Indenture" means the Junior  Subordinated  Indenture,  dated as of October
28, 1997, among the Guarantor and The Bank of New York, as trustee,  as the same
may be modified, amended or supplemented from time to time.

     "Issuer Trust" has the meaning specified in the preamble of
this Guarantee Agreement.

     "List of Holders" has the meaning specified in Section 2.2(a).



<PAGE>


     "Majority in Liquidation  Amount of the Trust Preferred  Securities" means,
except as  provided  by the Trust  Indenture  Act,  Trust  Preferred  Securities
representing  more than 50% of the aggregate  Liquidation  Amount (as defined in
the Trust  Agreement) of all Trust  Preferred  Securities  then  Outstanding (as
defined in the Trust Agreement).

     "Officers'  Certificate"  means,  with respect to any Person, a certificate
signed by the  Chairman  of the Board of  Directors  of such Person or the Chief
Executive Officer, the President,  the Chief Financial Officer, a Vice President
or the Treasurer of such Person, and by the Secretary or an Assistant  Secretary
of  such  Person,  and  delivered  to  the  Guarantee  Trustee.   Any  Officers'
Certificate  delivered  with respect to compliance  with a condition or covenant
provided for in this Guarantee Agreement shall include:

     (a) a statement by each officer signing the Officers' Certificate that such
officer has read the covenant or condition and the definitions relating thereto;

     (b) a brief  statement  of the  nature  and  scope  of the  examination  or
investigation undertaken by such officer in rendering the Officers' Certificate;

     (c)  a  statement   that  such  officer  has  made  such   examination   or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed  opinion as to whether or not such  covenant or condition
has been complied with; and

     (d) a  statement  as to  whether,  in the  opinion  of such  officer,  such
condition or covenant has been complied with.

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate, partnership,  joint venture, association,  joint-stock company, company,
limited liability company, trust, business trust,  unincorporated association or
government or any agency or political  subdivision  thereof, or any other entity
of whatever nature.

     "Responsible  Officer" means,  with respect to the Guarantee  Trustee,  any
Senior Vice  President,  any Vice President,  any Assistant Vice President,  the
Secretary,  any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust  Officer or Assistant  Trust Officer or any other officer of the Corporate
Trust  Department  of the  Guarantee  Trustee and also means,  with respect to a
particular  matter, any other officer to whom such matter is referred because of
that officer's knowledge of and familiarity with the particular subject.

     "Successor   Guarantee   Trustee"  means  a  successor   Guarantee  Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "Trust  Agreement"  means the Amended and Restated  Trust  Agreement of the
Issuer  Trust  referred  to in the  recitals  to this  Guarantee  Agreement,  as
modified, amended or supplemented from time to time.

     "Trust  Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this Guarantee Agreement was executed;  provided,  however,
that in the event the Trust  Indenture  Act of 1939 is amended  after such date,
"Trust  Indenture Act" means, to the extent required by any such amendment,  the
Trust Indenture Act of 1939 as so amended.

     "Trust Preferred Securities" has the meaning specified in the
recitals to this Guarantee Agreement.

     "Vice  President," when used with respect to the Guarantor,  means any duly
appointed  vice  president,  whether or not  designated by a number or a word or
words added before or after the title "vice president."

                          ARTICLE II

                      TRUST INDENTURE ACT

     SECTION 2.1.     Trust Indenture Act; Application.

     (a) This  Guarantee  Agreement  is subject to the  provisions  of the Trust
Indenture  Act that are  required  to be part of this  Guarantee  Agreement  and
shall, to the extent applicable, be governed by such provisions.

     (b) If and to the extent that any  provision  of this  Guarantee  Agreement
limits,  qualifies or conflicts  with the duties  imposed by Sections 310 to and
including  317, of the Trust  Indenture Act through  operation of Section 318(c)
thereof,  such imposed duties shall control.  If any provision of this Guarantee
Agreement  modifies or excludes any  provision of the Trust  Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply to
this Guarantee Agreement as so modified or to be excluded, as the case may be.

     SECTION 2.2.     List of Holders.

     (a) The  Guarantor  shall furnish or cause to be furnished to the Guarantee
Trustee (a) semi-annually,  on or before March 31 and September 30 of each year,
a list, in such form as the Guarantee  Trustee may  reasonably  require,  of the
names and  addresses  of the Holders (a "List of Holders") as of a date not more
than 15 days prior to the delivery  thereof,  and (b) at such other times as the
Guarantee  Trustee may  request in writing,  within 30 days after the receipt by
the Guarantors of any such request, a List of Holders as of a date not more than
15 days  prior to the time such list is  furnished,  in each case to the  extent
such  information  is in the  possession or control of the Guarantor and has not
otherwise  been received by the Guarantee  Trustee in its capacity as such.  The
Guarantee  Trustee  may destroy  any List of Holders  previously  given to it on
receipt of a new List of Holders.

     (b) The  Guarantee  Trustee shall comply with the  requirements  of Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

     SECTION 2.3.     Reports by the Guarantee Trustee.

     Not later than January 31 of each year, the Guarantee Trustee shall provide
to the  Holders  such  reports  as are  required  by  Section  313 of the  Trust
Indenture Act, if any, in the form and in the manner  provided by Section 313 of
the Trust  Indenture  Act.  The  Guarantee  Trustee  shall also  comply with the
requirements of Section 313(d) of the Trust Indenture Act.

     SECTION 2.4.     Periodic Reports to the Guarantee Trustee.

     The Guarantor  shall provide to the Guarantee  Trustee,  the Securities and
Exchange Commission and the Holders such documents,  reports and information, if
any, as required by Section 314 of the Trust  Indenture  Act and the  compliance
certificate  required by Section 314 of the Trust Indenture Act, in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.

     SECTION 2.5.     Evidence of Compliance with Conditions
Precedent.

     The  Guarantor  shall  provide to the  Guarantee  Trustee such  evidence of
compliance  with  such  conditions  precedent,  if  any,  provided  for in  this
Guarantee  Agreement  that  relate to any of the  matters  set forth in  Section
314(c) of the Trust  Indenture Act. Any  certificate  or opinion  required to be
given by an officer of the Guarantor  pursuant to Section 314(c)(1) may be given
in the form of an Officers' Certificate.

     SECTION 2.6.     Events of Default; Waiver.

     The  Holders  of at least a  Majority  in  Liquidation  Amount of the Trust
Preferred  Securities  may,  by vote,  on behalf of the Holders of all the Trust
Preferred  Securities,  waive  any past  default  or Event  of  Default  and its
consequences. Upon such waiver, any such default or Event of Default shall cease
to exist, and any default or Event of Default arising  therefrom shall be deemed
to have been cured, for every purpose of this Guarantee  Agreement,  but no such
waiver shall extend to any  subsequent  or other  default or Event of Default or
impair any right consequent thereon.

     SECTION 2.7.     Event of Default; Notice.

     (a) The Guarantee Trustee shall,  within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders,
notice of any such Event of Default known to the Guarantee Trustee,  unless such
Event of Default has been cured before the giving of such notice, provided that,
except in the case of a default  in the  payment  of a  Guarantee  Payment,  the
Guarantee  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  and/or  Responsible  Officers of the Guarantee  Trustee in good faith
determines  that the  withholding  of such  notice  is in the  interests  of the
Holders.


<PAGE>


     (b) The  Guarantee  Trustee  shall not be deemed to have  knowledge  of any
Event of Default  unless the  Guarantee  Trustee  shall  have  received  written
notice,  or a  Responsible  Officer  charged  with  the  administration  of this
Guarantee  Agreement  shall have  obtained  actual  knowledge,  of such Event of
Default.

     (c)  Subject to the  provisions  of Section  5.4  hereof,  in the case of a
default by the Guarantor in any of its payment  obligations under this Guarantee
Agreement,  when and as the same shall  become due and  payable,  the  Guarantee
Trustee shall have the right, subject to the rights of the Holders hereunder, to
recover  judgment  against the  Guarantor  for the whole amount of such payments
remaining unpaid.

     SECTION 2.8.     Conflicting Interests.

     The Trust  Agreement and the Indenture  shall be deemed to be  specifically
described  in this  Guarantee  Agreement  for the  purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.

                         ARTICLE III

      POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     SECTION 3.1.     Powers and Duties of the Guarantee Trustee.

     (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the
benefit of the  Holders,  and the  Guarantee  Trustee  shall not  transfer  this
Guarantee  Agreement to any Person  except to a Successor  Guarantee  Trustee on
acceptance by such  Successor  Guarantee  Trustee of its  appointment  to act as
Guarantee  Trustee  hereunder.  The right,  title and interest of the  Guarantee
Trustee, as such,  hereunder shall automatically vest in any Successor Guarantee
Trustee,  upon acceptance by such Successor Guarantee Trustee of its appointment
hereunder,  and  such  vesting  of  title  shall  be  effective  whether  or not
conveyancing  documents  have  been  executed  and  delivered  pursuant  to  the
appointment of such Successor Guarantee Trustee.

     (b) If an Event of Default has occurred and is  continuing,  the  Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

     (c) The Guarantee  Trustee,  before the  occurrence of any Event of Default
and after the  curing of all  Events of Default  that may have  occurred,  shall
undertake  to perform  only such  duties as are  specifically  set forth in this
Guarantee Agreement,  and no implied covenants shall be read into this Guarantee
Agreement  against the Guarantee  Trustee.  The Guarantee Trustee shall exercise
such of the rights and powers vested in it by this Guarantee Agreement,  and use
the same degree of care and skill in its exercise  thereof,  as a prudent person
would exercise or use under the  circumstances  in the conduct of his or her own
affairs.


<PAGE>


     (d) No provision of this Guarantee  Agreement shall be construed to relieve
the  Guarantee  Trustee from  liability for its own  negligent  action,  its own
negligent failure to act or its own willful misconduct, except that:

                         (i) Prior to the occurrence of any Event of Default and
                    after the curing or  waiving  of all such  Events of Default
                    that may have occurred:

           (A)     the duties and obligations of the Guarantee  Trustee shall be
                   determined solely by the express provisions of this Guarantee
                   Agreement  (including  pursuant  to  Section  2.1),  and  the
                   Guarantee   Trustee  shall  not  be  liable  except  for  the
                   performance   of  such   duties   and   obligations   as  are
                   specifically set forth in this Guarantee Agreement; and

           (B)     in the absence of bad faith on the part of
                   the  Guarantee Trustee, the Guarantee 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 Guarantee
                   Trustee and conforming to  the requirements of this
                   Guarantee Agreement; but in the case  of any such
                   certificates or opinions that by any provision  hereof or
                   of the Trust Indenture Act are specifically required  to
                   be furnished to the Guarantee Trustee, the Guarantee
                   Trustee shall be under a duty to examine the  same to
                   determine whether or not they conform to the
                   requirements of this Guarantee Agreement.

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

                  (iii) The  Guarantee  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 not less
                  than a Majority in Liquidation  Amount of the Trust  Preferred
                  Securities   relating  to  the  time,   method  and  place  of
                  conducting  any  proceeding  for any remedy  available  to the
                  Guarantee Trustee,  or exercising any trust or power conferred
                  upon the Guarantee Trustee under this Guarantee Agreement.

                  (iv) No provision of this  Guarantee  Agreement  shall require
                  the  Guarantee  Trustee  to  expend  or risk its own  funds or
                  otherwise   incur   personal   financial   liability   in  the
                  performance  of any of its duties or in the exercise of any of
                  its  rights or powers,  if the  Guarantee  Trustee  shall have
                  reasonable  grounds for  believing  that the repayment of such
                  funds or liability is not reasonably


<PAGE>


                  assured to it under the terms of this  Guarantee  Agreement or
                  adequate  indemnity  against  such  risk or  liability  is not
                  reasonably assured to it.

     SECTION 3.2.     Certain Rights of Guarantee Trustee.

     (a)     Subject to the provisions of Section 3.1:

                       (i) The  Guarantee  Trustee  may rely and  shall be fully
                  protected  in  acting  or  refraining  from  acting  upon  any
                  resolution,   certificate,   statement,  instrument,  opinion,
                  report,  notice,  request,  direction,  consent,  order, 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.

                       (ii) Any  direction  or act of either  of the  Guarantors
                  contemplated by this Guarantee Agreement shall be sufficiently
                  evidenced  by  an  Officers'   Certificate   unless  otherwise
                  prescribed herein.

                       (iii) Whenever,  in the  administration of this Guarantee
                  Agreement,  the Guarantee Trustee shall deem it desirable that
                  a matter be proved or established before taking,  suffering or
                  omitting to take any action  hereunder,  the Guarantee Trustee
                  (unless other evidence is herein specifically prescribed) may,
                  in the absence of bad faith on its part, request and rely upon
                  an Officers'  Certificate  which, upon receipt of such request
                  from the Guarantee Trustee, shall be promptly delivered by the
                  Guarantor.

                       (iv) The Guarantee Trustee may consult with legal counsel
                  of its  selection,  and the written  advice or opinion of such
                  legal  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.  Such
                  legal  counsel may be legal counsel to the Guarantor or any of
                  its Affiliates and may be one of its employees.  The Guarantee
                  Trustee shall have the right at any time to seek  instructions
                  concerning the administration of this Guarantee Agreement from
                  any court of competent jurisdiction.

                       (v) The Guarantee Trustee shall be under no obligation to
                  exercise  any of the  rights  or  powers  vested in it by this
                  Guarantee  Agreement at the request or direction of any Holder
                  unless  such  Holder  shall  have  provided  to the  Guarantee
                  Trustee such adequate  security and indemnity as would satisfy
                  a reasonable  person in the position of the Guarantee  Trustee
                  against the costs,  expenses  (including  attorneys'  fees and
                  expenses)  and  liabilities  that might be  incurred  by it in
                  complying  with such  request  or  direction,  including  such
                  reasonable  advances  as may  be  requested  by the  Guarantee
                  Trustee;  provided  that  nothing  contained  in this  Section
                  3.2(a)(v)  shall be taken to relieve  the  Guarantee  Trustee,
                  upon the occurrence of an Event of Default,  of its obligation
                  to  exercise  the  rights  and  powers  vested  in it by  this
                  Guarantee Agreement.

                       (vi) The Guarantee 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, bond,
                  debenture, note, other evidence of indebtedness or other paper
                  or document, but the Guarantee Trustee, in its discretion, may
                  make such further inquiry or investigation  into such facts or
                  matters as it may see fit.

                       (vii) The Guarantee Trustee may execute any of the trusts
                  or powers  hereunder  or perform any duties  hereunder  either
                  directly  or by or through  its agents or  attorneys,  and the
                  Guarantee  Trustee shall not be responsible for any misconduct
                  or  negligence  on the  part of any  such  agent  or  attorney
                  appointed by it with due care hereunder.

                       (viii) Whenever in the  administration  of this Guarantee
                  Agreement  the  Guarantee  Trustee  shall deem it desirable to
                  receive  instructions  with respect to enforcing any remedy or
                  right or taking  any other  action  hereunder,  the  Guarantee
                  Trustee (A) may request instructions from the Holders, (B) may
                  refrain  from  enforcing  such  remedy or right or taking such
                  other  action  until such  instructions  are  received and (C)
                  shall  be  protected  in  acting  in   accordance   with  such
                  instructions.

     (b) No provision of this Guarantee  Agreement shall be deemed to impose any
duty or  obligation  on the  Guarantee  Trustee  to  perform  any act or acts or
exercise any right, power, duty or obligation  conferred or imposed on it in any
jurisdiction  in which it shall be illegal,  or in which the  Guarantee  Trustee
shall be  unqualified  or  incompetent  in accordance  with  applicable  law, to
perform  any such act or acts or to  exercise  any such  right,  power,  duty or
obligation.  No permissive power or authority available to the Guarantee Trustee
shall  be  construed  to be a duty to act in  accordance  with  such  power  and
authority.

     SECTION 3.3.     Compensation; Indemnity; Fees.

     The Guarantor agrees:

                     (a) to pay to the Guarantee  Trustee from time to time such
                compensation for all services rendered by it hereunder as may be
                agreed by the Guarantor  and the Guarantee  Trustee from time to
                time (which  compensation  shall not be limited by any provision
                of law in regard to the  compensation of a trustee of an express
                trust);

                     (b)  except as  otherwise  expressly  provided  herein,  to
                reimburse the Guarantee  Trustee upon request for all reasonable
                expenses,  disbursements  and  advances  incurred or made by the
                Guarantee  Trustee  in  accordance  with any  provision  of this
                Guarantee Agreement  (including the reasonable  compensation and
                the  expenses  and  disbursements  of its agents  and  counsel),
                except  any such  expense,  disbursement  or  advance  as may be
                attributable to its negligence or bad faith; and

                     (c) to indemnify the Guarantee  Trustee for, and to hold it
                harmless  against,  any  loss,  liability  or  expense  incurred
                without negligence,  willful misconduct or bad faith on the part
                of the Guarantee  Trustee,  arising out of or in connection with
                the acceptance or  administration  of this Guarantee  Agreement,
                including the costs and expenses of defending itself against any
                claim  or   liability  in   connection   with  the  exercise  or
                performance of any of its powers or duties hereunder.

The  Guarantee  Trustee  will  not  claim or exact  any  lien or  charge  on any
Guarantee  Payments  as a result of any amount  due to it under  this  Guarantee
Agreement.

                      ARTICLE IV

                    GUARANTEE TRUSTEE

     SECTION 4.1.     Guarantee Trustee; Eligibility.

     (a)     There shall at all times be a Guarantee Trustee which
shall:

           (i)     not be an Affiliate of the Guarantor; and

          (ii) be a Person that is eligible  pursuant to the Trust Indenture Act
to act as such and has a combined  capital and surplus of at least  $50,000,000,
and shall be a corporation  meeting the  requirements  of Section  310(a) of the
Trust Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority,  then,  for the  purposes  of  this  Section  4.1  and to the  extent
permitted by the Trust  Indenture Act, 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.

     (b) If at any time the  Guarantee  Trustee shall cease to be eligible to so
act under Section 4.1(a),  the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2.

     (c)  If the  Guarantee  Trustee  has  or  shall  acquire  any  "conflicting
interest"  within the meaning of Section 310(b) of the Trust  Indenture Act, the
Guarantee  Trustee  and the  Guarantor  shall in all  respects  comply  with the
provisions of Section 310(b) of the Trust Indenture Act.

     SECTION 4.2.    Appointment, Removal and Resignation of the
                     Guarantee Trustee.

     (a) Subject to Section  4.2(b),  the Guarantee  Trustee may be appointed or
removed without cause at any time by the Guarantor.

     (b) The Guarantee Trustee shall not be removed until a Successor  Guarantee
Trustee  has  been  appointed  and has  accepted  such  appointment  by  written
instrument  executed by such  Successor  Guarantee  Trustee and delivered to the
Guarantor.

     (c) The Guarantee  Trustee  appointed  hereunder  shall hold office until a
Successor  Guarantee  Trustee shall have been  appointed or until its removal or
resignation.  The  Guarantee  Trustee may resign from office  (without  need for
prior or subsequent  accounting)  by an  instrument  in writing  executed by the
Guarantee  Trustee and delivered to the Guarantor,  which  resignation shall not
take effect  until a Successor  Guarantee  Trustee  has been  appointed  and has
accepted such  appointment  by instrument in writing  executed by such Successor
Guarantee  Trustee and delivered to the  Guarantor  and the resigning  Guarantee
Trustee.

     (d) If no  Successor  Guarantee  Trustee  shall  have  been  appointed  and
accepted  appointment  as  provided  in this  Section  4.2  within 60 days after
delivery  to the  Guarantor  of an  instrument  of  resignation,  the  resigning
Guarantee  Trustee may petition,  at the expense of the Guarantor,  any court of
competent  jurisdiction for appointment of a Successor  Guarantee Trustee.  Such
court may  thereupon,  after  prescribing  such  notice,  if any, as it may deem
proper, appoint a Successor Guarantee Trustee.

                          ARTICLE V

                          GUARANTEE

     SECTION 5.1.     Guarantee.

     The Guarantor irrevocably and unconditionally  agrees to pay in full to the
Holders the Guarantee Payments (without  duplication of amounts theretofore paid
by or on  behalf  of the  Issuer  Trust),  as and when  due,  regardless  of any
defense,  right of  setoff or  counterclaim  that the  Issuer  Trust may have or
assert,  except the defense of payment.  The  Guarantor's  obligation  to make a
Guarantee  Payment may be satisfied by direct payment of the required amounts by
the  Guarantor to the Holders or by causing the Issuer Trust to pay such amounts
to the Holders.

     SECTION 5.2.     Waiver of Notice and Demand.

         The Guarantor  hereby  waives  notice of  acceptance of this  Guarantee
Agreement  and of any  liability to which it applies or may apply,  presentment,
demand  for  payment,  any  right to  require a  proceeding  first  against  the
Guarantee  Trustee,  the  Issuer  Trust or any other  Person  before  proceeding
against  either  of the  Guarantor,  protest,  notice of  nonpayment,  notice of
dishonor, notice of redemption and all other notices and demands.



<PAGE>


     SECTION 5.3.     Obligations Not Affected.

         The  obligations,  covenants,  agreements  and duties of the  Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:

          (a) the release or waiver,  by operation of law or  otherwise,  of the
performance  or  observance  by the  Issuer  Trust  of any  express  or  implied
agreement,   covenant,  term  or  condition  relating  to  the  Trust  Preferred
Securities to be performed or observed by the Issuer Trust;

          (b) the  extension  of time for the payment by the Issuer Trust of all
or any portion of the Distributions (other than an extension of time for payment
of Distributions  that results from the extension of any interest payment period
on the Debentures as provided in the Indenture),  Redemption Price,  Liquidation
Distribution  or any other sums payable  under the terms of the Trust  Preferred
Securities or the extension of time for the performance of any other  obligation
under, arising out of, or in connection with, the Trust Preferred Securities;

          (c) any failure,  omission,  delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred  on  the  Holders  pursuant  to  the  terms  of  the  Trust  Preferred
Securities, or any action on the part of the Issuer Trust granting indulgence or
extension of any kind;

          (d)   the   voluntary   or   involuntary   liquidation,   dissolution,
receivership,  insolvency,  bankruptcy, assignment for the benefit of creditors,
reorganization,  arrangement,  composition or  readjustment of debt of, or other
similar  proceedings  affecting,  the  Issuer  Trust or any of the assets of the
Issuer Trust;

          (e)     any invalidity of, or defect or deficiency in,
the Trust Preferred Securities;

          (f)     the settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or

          (g) any other circumstance  whatsoever that might otherwise constitute
a legal or equitable  discharge or defense of a guarantor (other than payment of
the  underlying  obligation),  it being the intent of this  Section 5.3 that the
obligations of the Guarantor hereunder shall be absolute and unconditional under
any and all circumstances.

There  shall be no  obligation  of the  Holders to give notice to, or obtain the
consent of, the Guarantor with respect to the happening of any of the foregoing.


<PAGE>


     SECTION 5.4.     Rights of Holders.

     The Guarantor  expressly  acknowledges  that: (i) this Guarantee  Agreement
will be deposited  with the Guarantee  Trustee to be held for the benefit of the
Holders;  (ii) the  Guarantee  Trustee has the right to enforce  this  Guarantee
Agreement  on  behalf  of the  Holders;  (iii)  the  Holders  of a  Majority  in
Liquidation  Amount of the Trust  Preferred  Securities have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Guarantee  Trustee in respect of this  Guarantee  Agreement or exercising
any trust or power  conferred  upon the Guarantee  Trustee under this  Guarantee
Agreement; and (iv) any Holder may institute a legal proceeding directly against
the Guarantor to enforce its rights under this Guarantee Agreement without first
instituting a legal proceeding against the Guarantee  Trustee,  the Issuer Trust
or any other Person.

     SECTION 5.5.     Unconditional Right of Holders to Payment.

     Notwithstanding  any other  provision  of this  Guarantee  Agreement,  each
Holder  shall have the right,  which is absolute and  unconditional,  to receive
Guarantee  Payments when due, and to institute  suit for the  enforcement of any
such payment,  and such right shall not be impaired  without the consent of such
Holder.

     SECTION 5.6.     Guarantee of Payment.

     This  Guarantee  Agreement  creates  a  guarantee  of  payment  and  not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without  duplication of amounts theretofore paid
by the  Issuer  Trust) or upon the  distribution  of  Debentures  to  Holders as
provided in the Trust Agreement.

     SECTION 5.7.     Subrogation.

     The  Guarantor  shall be  subrogated  to all rights (if any) of the Holders
against the Issuer  Trust in respect of any  amounts  paid to the Holders by the
Guarantor under this Guarantee Agreement;  provided, however, that the Guarantor
shall not (except to the extent  required  by  mandatory  provisions  of law) be
entitled  to  enforce or  exercise  any  rights  which it may  acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement,  if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee  Agreement.  If any
amount shall be paid to the  Guarantor in violation of the  preceding  sentence,
the Guarantor agrees to hold the amount in trust for the Holders and to pay over
such amount to the Holders.



<PAGE>


     SECTION 5.8.     Independent Obligations.

     The Guarantor  acknowledges that its obligations  hereunder are independent
of the  obligations  of the  Issuer  Trust with  respect to the Trust  Preferred
Securities  and that it be liable as principal  and as debtor  hereunder to make
Guarantee   Payments   pursuant  to  the  terms  of  this  Guarantee   Agreement
notwithstanding  the  occurrence  of any event  referred to in  subsections  (a)
through (g), inclusive, of Section 5.3 hereof.


                           ARTICLE VI

                   COVENANTS AND SUBORDINATION

     SECTION 6.1.     Subordination.

     The  obligations  of the  Guarantor  under this  Guarantee  Agreement  will
constitute unsecured  obligations of the Guarantor and will rank subordinate and
junior  in right of  payment  to all  Senior  Indebtedness  (as  defined  in the
Indenture)  of the  Guarantor,  to the extent and in the manner set forth in the
Indenture with respect to the Debentures,  and the provisions of Article XIII of
the Indenture will apply, mutatis mutandis,  to the obligations of the Guarantor
hereunder.  The obligations of the Guarantor  hereunder do not constitute Senior
Indebtedness (as defined in the Indenture) of the Guarantor.

     SECTION 6.2.     Pari Passu Guarantees.

     The obligations of the Guarantor  under this Guarantee  Agreement rank pari
passu with the  obligations  of the  Guarantor  under (i) any similar  guarantee
agreements  issued by the  Guarantor  on behalf of the holders of  preferred  or
capital  securities  issued by any Issuer  Trust (as defined in the  Indenture),
(ii) the Indenture and the Securities (as defined therein) issued thereunder and
(iii) any other  security,  guarantee or other  agreement or obligation  that is
expressly  stated to rank pari passu with the obligations of the Guarantor under
this Guarantee  Agreement or with any obligation  that ranks pari passu with the
obligations of the Guarantor under this Guarantee Agreement.


                         ARTICLE VII

                         TERMINATION

     SECTION 7.1.     Termination.

     This  Guarantee  Agreement  shall  terminate and be of no further force and
effect upon (i) full  payment of the  Redemption  Price (as defined in the Trust
Agreement)  of  all  Trust  Preferred  Securities,   (ii)  the  distribution  of
Debentures to the Holders in exchange for all of the Trust Preferred  Securities
or (iii) full payment of the amounts  payable in  accordance  with Article IX of
the Trust Agreement upon  liquidation of the Issuer Trust.  Notwithstanding  the
foregoing,  this  Guarantee  Agreement  will continue to be effective or will be
reinstated,  as the case may be, if at any time any Holder is  required to repay
any sums paid with  respect  to Trust  Preferred  Securities  or this  Guarantee
Agreement.

                         ARTICLE VIII

                         MISCELLANEOUS

     SECTION 8.1.     Successors and Assigns.

     All guarantees and agreements  contained in this Guarantee  Agreement shall
bind the successors,  assigns,  receivers,  trustees and  representatives of the
Guarantor,  and shall inure to the benefit of the Holders of the Trust Preferred
Securities then outstanding.  Except in connection with a consolidation,  merger
or sale  involving  the  Guarantor  that is permitted  under Article VIII of the
Indenture and pursuant to which the  successor or assignee  agrees in writing to
perform the Guarantor's  obligations  hereunder,  the Guarantor shall not assign
its obligations hereunder, and any purported assignment other than in accordance
with this provision shall be void.

     SECTION 8.2.     Amendments.

     Except with respect to any changes that do not adversely  affect the rights
of the Holders in any material  respect (in which case no consent of the Holders
will be required),  this Guarantee  Agreement may only be amended with the prior
approval of the Holders of not less than a Majority in Liquidation Amount of the
Trust Preferred Securities.

     SECTION 8.3.     Record Date.

     For purposes of any action to be taken by Holders pursuant to Sections 2.6,
5.4  or 8.2  hereof,  the  provisions  of  Article  VI of  the  Trust  Agreement
concerning meetings of the Holders shall apply.

     SECTION 8.4.     Notices.

     Any notice,  request or other  communication  required or  permitted  to be
given hereunder be in writing,  duly signed by the party giving such notice, and
delivered, telecopied or mailed by first class mail as follows:

     (a) if given to the Guarantor,  to the address or telecopy number set forth
below or such other address or telecopy  number as the Guarantor may give notice
to the Guarantee Trustee and the Holders:

              South Carolina Electric & Gas Company
                      1426 Main Street
               Columbia, South Carolina  29201
                   Attention:  Treasurer
                 Telecopy: (803) 933-7037



<PAGE>


     (b) if given to the Guarantee  Trustee,  at the address or telecopy  number
set forth  below or such  other  address  or  telecopy  number as the  Guarantee
Trustee may give notice to the Guarantor and Holders:

                    The Bank of New York
              101 Barclay Street, Floor 21 West
                  New York, New York  10286
         Attention:  Corporate Trust Administration
                Telecopy:  (212) 815-5915

     with a copy to:

                       SCE&G Trust I
             c/o South Carolina Electric & Gas Company
                      1426 Main Street
                 Columbia, South Carolina 29201
                    Attention:  Treasurer
                   Telecopy:  (803) 933-7037

     (c) if given to any  Holder,  at the  address  set  forth on the  books and
records of the Issuer Trust.

     All notices  hereunder  shall be deemed to have been given when received in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address  of which no notice  was
given,  such notice or other  document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

     SECTION 8.5.     Benefit.

     This  Guarantee  Agreement  is solely for the benefit of the Holders and is
not separately transferable from the Trust Preferred Securities.

     SECTION 8.6.     Governing Law.

     THIS GUARANTEE  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

     SECTION 8.7.     Counterparts.

     This  instrument  may be  executed in any number of  counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
together shall constitute but one and the same instrument.




<PAGE>



  IN WITNESS WHEREOF,  the parties hereto have executed this Guarantee Agreement
as of the day and year first above written.

                    SOUTH CAROLINA ELECTRIC & GAS COMPANY



                    By: s/M. R. Cannon
                       Name: M. R. Cannon
                       Title: Treasurer






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>13
<FILENAME>0013.txt
<DESCRIPTION>AMENDED AND RESTATED TRUST AGREEMENT
<TEXT>






                                                      Exhibit 4.07


               ==========================================



                   AMENDED AND RESTATED TRUST AGREEMENT

                                 AMONG

                   SOUTH CAROLINA ELECTRIC & GAS COMPANY,
                               as Depositor

                             THE BANK OF NEW YORK,
                             as Property Trustee

                       THE BANK OF NEW YORK (DELAWARE),
                             as Delaware Trustee

                   THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                                     and

                    THE SEVERAL HOLDERS (as defined herein)
                               ---------------------

                          Dated as of October 28, 1997

                               ---------------------

                                  SCE&G TRUST I

                     ==========================================



<PAGE>


                                                   SCE&G TRUST I

               Certain Sections of this Trust Agreement relating
                       to Sections 310 through 318 of the
                           Trust Indenture Act of 1939:

Trust Indenture                                      Trust Agreement
Act Section                                              Section

Section 310 (a)(1)                                         8.7
            (a)(2)                                         8.7
            (a)(3)                                         8.9
            (a)(4)                                     2.7(a)(ii)
            (a)(5)                                      8.7(a)(5)
            (b)                                            8.8
            (c)                                      Not Applicable
Section 311 (a)                                           8.13
            (b)                                           8.13
            (c)                                      Not Applicable
Section 312 (a)                                           5.8
            (b)                                           5.8
            (c)                                           5.8
Section 313 (a)                                        8.15(a)
            (b)                                        8.15(b)
            (c)                                        10.8
            (d)                                        8.15(c)
Section 314 (a)                                        8.16
            (b)                                      Not Applicable
            (c)(1)                                      8.17
            (c)(2)                                      8.17
            (c)(3)                                   Not Applicable
            (d)                                      Not Applicable
            (e)                                       1.1, 8.17
Section 315 (a)                                       8.1(d)(i)
            (b)                                       8.2, 10.8
            (c)                                         8.1(c)
            (d)                                       8.1, 8.3
            (e)                                      Not Applicable
Section 316 (a)                                      Not Applicable
            (a)(1)(A)                                Not Applicable
            (a)(1)(B)                                Not Applicable
            (a)(2)                                   Not Applicable
            (b)                                         5.13(c)
            (c)                                          6.7
Section 317 (a)(1)Not Applicable
            (a)(2)Not Applicable
            (b)5.10
Section 318 (a)10.10

Note: This reconciliation and tie sheet shall not, for any purpose,
be deemed to be a part of the Trust Agreement.





<PAGE>



                           TABLE OF CONTENTS


                              ARTICLE I

                            DEFINED TERMS                         8

    SECTION 1.1.   Definitions.                                   8

                             ARTICLE II

                 CONTINUATION OF THE ISSUER TRUST                18

   SECTION 2.1.   Name.                                          18
   SECTION 2.2.   Office of the Delaware Trustee; Principal
                    Place of Business                            18
   SECTION 2.3.   Initial Contribution of Trust Property;
                    Organizational Expenses                      18
   SECTION 2.4.   Issuance of the Trust Preferred Securities     19
   SECTION 2.5.   Issuance of the Common Securities;
                    Subscription and Purchase of Debentures      19
   SECTION 2.6.   Continuation of Trust                          19
   SECTION 2.7.   Authorization to Enter into Certain
                    Transactions                                 20
   SECTION 2.8.   Assets of Trust                                24
   SECTION 2.9.   Title to Trust Property                        24

                             ARTICLE III

                           PAYMENT ACCOUNT                       24

   SECTION 3.1.   Payment Account                                24

                              ARTICLE IV

                              REDEMPTION                         25

   SECTION 4.1.   Distributions                                  25
   SECTION 4.2.   Redemption                                     26
   SECTION 4.3.   Subordination of Common Securities             28
   SECTION 4.4.   Payment Procedures                             29
   SECTION 4.5.   Tax Returns and Reports                        29
   SECTION 4.6.   Payment of Taxes, Duties, Etc. of
                    the Issuer Trust                             29
   SECTION 4.7.   Payments under Indenture or Pursuant
                    to Direct Actions                            30

                                ARTICLE V

                        TRUST SECURITIES CERTIFICATES            30

     SECTION 5.1.   Initial Ownership                            30
     SECTION 5.2.   The Trust Securities Certificates            30
     SECTION 5.3.   Execution and Delivery of Trust Securities
                      Certificates                               31
     SECTION 5.4.   Book-Entry Trust Preferred Securities        31
     SECTION 5.5.   Registration of Transfer and Exchange of
                      Trust Preferred Securities Certificates    33
     SECTION 5.6.   Mutilated, Destroyed, Lost or Stolen Trust
                      Securities Certificates                    35
     SECTION 5.7.   Persons Deemed Holders                       36
     SECTION 5.8.   Access to List of Holders' Names
                      and Addresses                              36
     SECTION 5.9.   Maintenance of Office or Agency              36
     SECTION 5.10.  Appointment of Paying Agent                  36
     SECTION 5.11.  Ownership of Common Securities by Depositor  37
     SECTION 5.12.  Notices to Clearing Agency                   37
     SECTION 5.13.  Rights of Holders; Waivers of Past Defaults  38

                             ARTICLE VI

                    ACTS OF HOLDERS; MEETINGS; VOTING            40

     SECTION 6.1.   Limitations on Voting Rights                 40
     SECTION 6.2.   Notice of Meetings                           42
     SECTION 6.3.   Meetings of Holders of the Trust Preferred
                      Securities                                 42
     SECTION 6.4.   Voting Rights                                42
     SECTION 6.5.   Proxies, etc                                 43
     SECTION 6.6.   Holder Action by Written Consent             43
     SECTION 6.7.   Record Date for Voting and Other Purposes    43
     SECTION 6.8.   Acts of Holders                              44
     SECTION 6.9.   Inspection of Records                        45

                            ARTICLE VII

                    REPRESENTATIONS AND WARRANTIES               45

     SECTION 7.1.  Representations and Warranties of the
                     Property Trustee and the Delaware Trustee   45
     SECTION 7.2.  Representations and Warranties of Depositor   46

                           ARTICLE VIII

                       THE ISSUER TRUSTEES                       47

     SECTION 8.1.   Certain Duties and Responsibilities          47
     SECTION 8.2.   Certain Notices                              50
     SECTION 8.3.   Certain Rights of Property Trustee           50
     SECTION 8.4.   Not Responsible for Recitals or Issuance
                      of Securities                              52
     SECTION 8.5.   May Hold Securities                          53
     SECTION 8.6.   Compensation; Indemnity; Fees                53
     SECTION 8.7.   Corporate Property Trustee Required;
                      Eligibility of Issuer Trustees             54
     SECTION 8.8.   Conflicting Interests                        54
     SECTION 8.9.   Co-Trustees and Separate Trustee             55
     SECTION 8.10.  Resignation and Removal; Appointment of
                      Successor                                  56
     SECTION 8.11.  Acceptance of Appointment by Successor       58
     SECTION 8.12.  Merger, Conversion, Consolidation or
                      Succession to Business                     59


<PAGE>



     SECTION 8.13.  Preferential Collection of Claims Against
                      Depositor or Issuer Trust                  59
     SECTION 8.14.  Property Trustee May File Proofs of Claim    59
     SECTION 8.15.  Reports by Property Trustee                  60
     SECTION 8.16.  Reports to the Property Trustee              61
     SECTION 8.17.  Evidence of Compliance with Conditions
                      Precedent                                  61
     SECTION 8.18.  Number of Issuer Trustees                    61
     SECTION 8.19.  Delegation of Power                          61
     SECTION 8.20.  Appointment of Administrative Trustees       62

                             ARTICLE IX

                   TERMINATION, LIQUIDATION AND MERGER           63

     SECTION 9.1.  Dissolution Upon Expiration Date              63
     SECTION 9.2.  Early Dissolution                             63
     SECTION 9.3.  Termination                                   63
     SECTION 9.4.  Liquidation                                   64
     SECTION 9.5.  Mergers, Consolidations, Amalgamations
                     or Replacements of Issuer Trust             65

                           ARTICLE X

                    MISCELLANEOUS PROVISIONS                     67

     SECTION 10.1.  Limitation of Rights of Holders              67
     SECTION 10.2.  Amendment                                    67
     SECTION 10.3.  Separability                                 68
     SECTION 10.4.  Governing Law                                68
     SECTION 10.5.  Payments Due on Non-Business Day             69
     SECTION 10.6.  Successors                                   69
     SECTION 10.7.  Headings                                     69
     SECTION 10.8.  Reports, Notices and Demands                 69
     SECTION 10.9.  Agreement Not to Petition                    70
     SECTION 10.10. Trust Indenture Act; Conflict with Trust
                      Indenture Act                              70
     SECTION 10.11.  Acceptance of Terms of Trust Agreement,
                       Guarantee Agreement and Indenture         71

     Exhibit A      Certificate of Trust
     Exhibit B      Form of Letter of Representations
     Exhibit C      Form of Common Securities Certificate
     Exhibit D      Form of Trust Preferred Securities Certificate





<PAGE>


     AMENDED AND RESTATED TRUST  AGREEMENT,  dated as of October 28, 1997, among
(i)  South  Carolina  Electric  & Gas  Company,  a  South  Carolina  corporation
(including any  successors or assigns,  the  "Depositor"),  (ii) The Bank of New
York, a New York banking corporation, as property trustee (in such capacity, the
"Property  Trustee"  and,  in its  separate  corporate  capacity  and not in its
capacity  as  Property  Trustee,  the  "Bank"),  (iii)  The  Bank  of  New  York
(Delaware),  a  Delaware  banking  corporation,  as  Delaware  trustee  (in such
capacity,  the "Delaware  Trustee"),  (iv) M. R. Cannon,  an  individual,  K. B.
Marsh, an individual, and H. T. Arthur, an individual,  each of whose address is
c/o South Carolina  Electric & Gas Company,  1426 Main Street,  Columbia,  South
Carolina  29201  (each  an   "Administrative   Trustee"  and   collectively  the
"Administrative  Trustees") (the Property Trustee,  the Delaware Trustee and the
Administrative Trustees being referred to collectively as the "Issuer Trustees")
and (iv) the several Holders, as hereinafter defined.

                            WITNESSETH

     WHEREAS, the Depositor, Delaware Trustee and an Administrative Trustee have
heretofore  duly  declared  and  established  a business  trust  pursuant to the
Delaware  Business  Trust Act (as  defined  herein) by  entering  into the Trust
Agreement,  dated as of October 8, 1997 (the "Original Trust  Agreement") and by
the execution and filing with the Secretary of State of the State of Delaware of
the Certificate of Trust, filed on October 8, 1997, attached as Exhibit A; and

     WHEREAS,  the Depositor and the Issuer Trustees desire to amend and restate
the Original Trust Agreement in its entirety as set forth herein to provide for,
among  other  things,  (i) the  issuance  of the Common  Securities  (as defined
herein) by the Issuer Trust to the Depositor,  (ii) the issuance and sale of the
Trust  Preferred  Securities (as defined herein) by the Issuer Trust pursuant to
the  Underwriting  Agreement (as defined  herein),  (iii) the acquisition by the
Issuer Trust from the  Depositor of all of the right,  title and interest in the
Debentures (as defined herein) and (iv) the appointment of the Property  Trustee
and the Administrative Trustees;

     NOW,  THEREFORE,  in  consideration  of the agreements and  obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency of which is hereby acknowledged,  each party, for the benefit of the
other parties and for the benefit of the Holders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees as follows:

                           ARTICLE I

                         DEFINED TERMS

     SECTION 1.1.                               Definitions.

     For all purposes of this Trust  Agreement,  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 that are defined in the Trust  Indenture
           Act,  either  directly or by  reference  therein,  have the  meanings
           assigned to them therein;

     (c)   The words "include," "includes" and "including" shall be deemed to be
           followed by the phrase "without limitation";

     (d)   All  accounting  terms used but not defined  herein have the meanings
           assigned to them in accordance with United States generally  accepted
           accounting principles;

     (e)   Unless the context otherwise requires, any reference to an "Article,"
           a "Section"  or an  "Exhibit"  refers to an Article,  a Section or an
           Exhibit, as the case may be, of or to this Trust Agreement; and

     (f)   The words  "hereby,"  "herein,"  "hereof" and  "hereunder"  and other
           words of similar import refer to this Trust  Agreement as a whole and
           not to any particular Article, Section or other subdivision.

     "Act" has the meaning specified in Section 6.8.

     "Additional  Amount"  means,  with respect to Trust  Securities  of a given
Liquidation Amount and/or a given period, the amount of Additional  Interest (as
defined in the  Indenture)  paid by the Depositor on a Like Amount of Debentures
for such period.

     "Additional Sums" has the meaning specified in Section 10.6 of the
Indenture.

     "Administrative  Trustee" means each of the Persons appointed in accordance
with Section 8.20 solely in such Person's capacity as Administrative  Trustee of
the Issuer  Trust  heretofore  formed and  continued  hereunder  and not in such
Person's individual capacity, or any successor  Administrative Trustee appointed
as herein provided.
     "Affiliate"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

     "Applicable  Procedures" means, with respect to any transfer or transaction
involving a Book-Entry Trust Preferred Security, the rules and procedures of the
Clearing Agency for such Book-Entry  Trust Preferred  Security,  in each case to
the extent applicable to such transaction and as in effect from time to time.

     "Bank" has the meaning specified in the preamble to this Trust
Agreement.



<PAGE>


     "Bankruptcy Event" means, with respect to any Person:

     (a) the entry of a decree or order by a court  having  jurisdiction  in the
premises  judging such Person a bankrupt or insolvent,  or approving as properly
filed  a  petition   seeking   reorganization,   arrangement,   adjudication  or
composition  of or in respect of such  Person  under any  applicable  federal or
state bankruptcy, insolvency, reorganization or other similar law, or appointing
a  receiver,  liquidator,  assignee,  trustee,  sequestrator  (or other  similar
official) of such Person or of any substantial  part of its property or ordering
the winding up or  liquidation of its affairs,  and the  continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

     (b) the  institution  by such Person of  proceedings  to be  adjudicated  a
bankrupt or insolvent,  or the consent by it to the institution of bankruptcy or
insolvency  proceedings  against it, or the filing by it of a petition or answer
or consent  seeking  reorganization  or relief under any  applicable  federal or
state  bankruptcy,  insolvency,  reorganization  or other  similar  law,  or the
consent  by it to the filing of any such  petition  or to the  appointment  of a
receiver,  liquidator,  assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial  part of its property,  or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts  generally as they become due and its willingness
to be adjudicated a bankrupt,  or the taking of corporate  action by such Person
in furtherance of any such action.

     "Bankruptcy Laws" has the meaning specified in Section 10.9.

     "Board of  Directors"  means the board of directors of the Depositor or the
Executive  Committee of the board of directors  of the  Depositor  (or any other
committee  of the  board  of  directors  of  the  Depositor  performing  similar
functions) or a committee  designated by the board of directors of the Depositor
(or any  such  committee),  comprised  of two or more  members  of the  board of
directors of the Depositor or officers of the Depositor, or both.

     "Board Resolution" means a copy of a resolution  certified by the Secretary
or an  Assistant  Secretary  of the  Depositor  to have been duly adopted by the
Depositor's Board of Directors,  or officers of the Depositor to which authority
to act on behalf of the Board of Directors has been  delegated and to be in full
force and effect on the date of such certification,  and delivered to the Issuer
Trustees.

     "Book-Entry Trust Preferred Securities Certificate" means a Trust
Preferred Securities Certificate evidencing ownership of Book-Entry
Trust Preferred Securities.

     "Book-Entry Trust Preferred Security" means a Trust Preferred Security, the
ownership  and  transfers  of which  shall be made  through  book  entries  by a
Clearing Agency as described in Section 5.4.



<PAGE>


     "Business Day" means a day other than (i) a Saturday or Sunday,  (ii) a day
on which banking institutions in The City of New York are authorized or required
by law or executive  order to remain closed or (iii) a day on which the Property
Trustee's  Corporate Trust Office or the Corporate Trust Office of the Debenture
Trustee is closed for business.

     "Clearing  Agency" means an organization  registered as a "clearing agency"
pursuant to Section 17A of the Exchange  Act.  DTC will be the initial  Clearing
Agency.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry  transfers  and pledges of  securities  deposited  with the  Clearing
Agency.

     "Closing Date" means the date of execution and delivery of this
Trust Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "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 at such time.

     "Common Securities Certificate" means a certificate evidencing ownership of
Common Securities, substantially in the form attached as Exhibit C.

     "Common  Security"  means a common  undivided  beneficial  interest  in the
assets of the Issuer Trust,  having a  Liquidation  Amount of $25 and having the
rights provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution to the extent provided herein.

     "Corporate  Trust  Office" means (i) when used with respect to the Property
Trustee,  the principal  office of the Property Trustee located in New York, New
York,  and (ii) when used with respect to the Debenture  Trustee,  the principal
office of the Debenture Trustee located in Wilmington, Delaware.

     "Debenture  Event of  Default"  means any "Event of Default"  specified  in
Section 5.1 of the Indenture.

     "Debenture  Redemption  Date" means,  with respect to any  Debentures to be
redeemed under the Indenture,  the date fixed for redemption of such  Debentures
under the Indenture.

     "Debenture Tax Event" means a "Tax Event" as defined in the
Indenture.



<PAGE>


     "Debenture  Trustee"  means the Person  identified  as the "Trustee" in the
Indenture,  solely in its capacity as Trustee  pursuant to the Indenture and not
in its individual  capacity,  or its successor in interest in such capacity,  or
any successor Trustee appointed as provided in the Indenture.

     "Debentures" means the Depositor's 7.55% Junior Subordinated
Deferrable Interest Debentures, Series A, issued pursuant to the
Indenture.

     "Definitive Trust Preferred  Securities  Certificates" means either or both
(as the context requires) of (i) Trust Preferred Securities  Certificates issued
as Book-Entry Trust Preferred Securities Certificates as provided in Section 5.2
or 5.4 and (ii) Trust Preferred Securities  Certificates issued in certificated,
fully registered form as provided in Section 5.2, 5.4 or 5.5.

     "Delaware  Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time.

     "Delaware Trustee" means the Person identified as the "Delaware Trustee" in
the preamble to this Trust Agreement, solely in its capacity as Delaware Trustee
of the trust heretofore formed and continued hereunder and not in its individual
capacity,  or its  successor  in interest  in such  capacity,  or any  successor
Delaware Trustee appointed as herein provided.

     "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

     "Distribution Date" has the meaning specified in Section 4.1(a).

     "Distributions" means amounts payable in respect of the Trust Securities as
provided in Section 4.1.

     "DTC" means The Depository Trust Company.

     "Early Termination Event" has the meaning specified in Section 9.2.

     "Event of Default"  means any one of the  following  events  (whatever  the
reason for such event and whether it shall be  voluntary  or  involuntary  or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order,  rule or regulation of any  administrative  or  governmental
body):

     (a)  the occurrence of a Debenture Event of Default; or

     (b) default by the Issuer Trust in the payment of any Distribution  when it
becomes due and  payable,  and  continuation  of such default for a period of 30
days; or

     (c) default by the Issuer Trust in the payment of any  Redemption  Price of
any Trust Security when it becomes due and payable; or



<PAGE>


     (d) default in the performance,  or breach, in any material respect, of any
covenant or warranty of the Issuer Trustees in this Trust Agreement  (other than
those specified in clause (b) or (c) above) and  continuation of such default or
breach for a period of 60 days after  there has been  given,  by  registered  or
certified mail, to the Issuer Trustees and to the Depositor by the Holders of at
least 25% in aggregate  Liquidation  Amount of the  Outstanding  Trust Preferred
Securities a written notice  specifying  such default or breach and requiring it
to be remedied and stating that such notice is a "Notice of Default"  hereunder;
or

     (e) the  occurrence  of a  Bankruptcy  Event with  respect to the  Property
Trustee if a successor  Property  Trustee has not been appointed  within 90 days
thereof.

     "Exchange Act" means the Securities Exchange Act of 1934, and any successor
statute thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 9.1.

     "Guarantee  Agreement" means the Guarantee Agreement executed and delivered
by  the   Depositor   and  The  Bank  of  New  York,   as   guarantee   trustee,
contemporaneously  with the execution and delivery of this Trust Agreement,  for
the benefit of the holders of the Trust  Preferred  Securities,  as amended from
time to time.

     "Holder" means a Person in whose name a Trust Security or Trust  Securities
are registered in the Securities Register; any such Person shall be a beneficial
owner within the meaning of the Delaware Business Trust Act.

     "Indenture" means the Junior  Subordinated  Indenture,  dated as of October
28, 1997,  between the  Depositor  and the  Debenture  Trustee,  as trustee,  as
amended or supplemented from time to time.

     "Investment  Company Act" means the Investment  Company Act of 1940, or any
successor statute thereto, in each case as amended from time to time.

     "Issuer  Trust" means the Delaware  business trust known as "SCE&G Trust I"
which was  formed on  October  8, 1997  under the  Delaware  Business  Trust Act
pursuant to the Original  Trust  Agreement and the filing of the  Certificate of
Trust, and continued pursuant to this Trust Agreement.

     "Issuer Trustees" has the meaning specified in the preamble to this
Trust Agreement.

     "Letter of Representations" means the agreement among the Issuer Trust, the
Property  Trustee  and DTC,  as the  initial  Clearing  Agency,  dated as of the
Closing Date,  substantially  in the form attached as Exhibit B, as the same may
be amended and supplemented from time to time.

     "Lien"  means any lien,  pledge,  charge,  encumbrance,  mortgage,  deed of
trust, adverse ownership interest, hypothecation,  assignment, security interest
or preference,  priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

     "Like  Amount"  means  (i)  with  respect  to a  redemption  of  any  Trust
Securities,  Trust Securities having a Liquidation Amount equal to the principal
amount of Debentures  to be  contemporaneously  redeemed in accordance  with the
Indenture,  the  proceeds of which will be used to pay the  Redemption  Price of
such Trust  Securities,  (ii) with respect to a  distribution  of  Debentures to
Holders of Trust  Securities in connection  with a dissolution or liquidation of
the Issuer Trust,  Debentures having a principal amount equal to the Liquidation
Amount of the  Trust  Securities  of the  Holder  to whom  such  Debentures  are
distributed and (iii) with respect to any distribution of Additional  Amounts to
Holders of Trust  Securities,  Debentures having a principal amount equal to the
Liquidation Amount of the Trust Securities in respect of which such distribution
is made.

     "Liquidation Amount" means the stated amount of $25 per Trust
Security.

     "Liquidation  Date"  means  the  date  of the  dissolution,  winding-up  or
termination of the Issuer Trust pursuant to Section 9.4.

     "Liquidation Distribution" has the meaning specified in Section
9.4(d).

     "Majority  in  Liquidation  Amount of the Trust  Preferred  Securities"  or
"Majority  in  Liquidation  Amount of the Common  Securities"  means,  except as
provided  by the Trust  Indenture  Act,  Trust  Preferred  Securities  or Common
Securities,  as the case may be,  representing  more  than 50% of the  aggregate
Liquidation Amount of all then Outstanding Trust Preferred  Securities or Common
Securities, as the case may be.

     "Officers'  Certificate"  means a certificate signed by the Chairman of the
Board, the President,  the Chief Executive Officer, the Chief Financial Officer,
any  Vice  President  or the  Treasurer  and by the  Secretary  or an  Assistant
Secretary of the Depositor and delivered to the Issuer  Trustees.  Any Officers'
Certificate  delivered  with respect to compliance  with a condition or covenant
provided for in this Trust Agreement shall include:

     (a) a statement by each officer signing the Officers' Certificate that such
officer has read the covenant or condition and the definitions relating thereto;

     (b)     a brief statement of the nature and scope of the
examination or investigation undertaken by such officer in rendering the
Officers' Certificate;
     (c)  a  statement   that  such  officer  has  made  such   examination   or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed  opinion as to whether or not such  covenant or condition
has been complied with; and


     (d) a  statement  as to  whether,  in the  opinion  of such  officer,  such
condition or covenant has been complied with.



<PAGE>


     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for or an employee of the Depositor or any Affiliate of the Depositor.

     "Original Trust Agreement" has the meaning specified in the
recitals to this Trust Agreement.

     "Outstanding," when used with respect to Trust Securities, means, as of the
date of determination,  all Trust Securities  theretofore executed and delivered
under this Trust Agreement, except:

     (a)     Trust Securities theretofore cancelled by the Property
Trustee or delivered to the Property Trustee for cancellation;

     (b) Trust Securities for whose payment or redemption money in the necessary
amount has been  theretofore  deposited with the Property  Trustee or any Paying
Agent;  provided that, if such Trust  Securities  are to be redeemed,  notice of
such redemption has been duly given pursuant to this Trust Agreement; and

     (c) Trust  Securities  that have been paid or in exchange for or in lieu of
which  other Trust  Securities  have been  executed  and  delivered  pursuant to
Sections 5.4, 5.5, 5.6 and 5.11; provided,  however, that in determining whether
the  Holders  of the  requisite  Liquidation  Amount  of the  Outstanding  Trust
Preferred Securities have given any request, demand,  authorization,  direction,
notice,  consent or waiver  hereunder,  Trust Preferred  Securities owned by the
Depositor, any Issuer Trustee or any Affiliate of the Depositor or of any Issuer
Trustee shall be disregarded and deemed not to be  Outstanding,  except that (a)
in determining whether any Issuer Trustee shall be protected in relying upon any
such request, demand, authorization,  direction, notice, consent or waiver, only
Trust  Preferred  Securities that such Issuer Trustee knows to be so owned shall
be so disregarded  and (b) the foregoing shall not apply at any time when all of
the outstanding  Trust Preferred  Securities are owned by the Depositor,  one or
more  of  the  Issuer  Trustees  and/or  any  such  Affiliate.  Trust  Preferred
Securities  so owned that have been  pledged in good  faith may be  regarded  as
Outstanding if the pledgee establishes to the satisfaction of the Administrative
Trustees  the  pledgee's  right so to act with  respect to such Trust  Preferred
Securities  and that the pledgee is not the  Depositor  or any  Affiliate of the
Depositor.

     "Owner" means each Person who is the beneficial  owner of Book-Entry  Trust
Preferred Securities as reflected in the records of the Clearing Agency or, if a
Clearing Agency  Participant is not the Owner,  then as reflected in the records
of a Person  maintaining  an account  with such  Clearing  Agency  (directly  or
indirectly, in accordance with the rules of such Clearing Agency).

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.10 and shall initially be the Bank.



<PAGE>


     "Payment Account" means a segregated  non-interest-bearing  corporate trust
account  maintained  by the  Property  Trustee for the benefit of the Holders in
which all amounts paid in respect of the Debentures  will be held and from which
the  Property  Trustee,  through the Paying  Agent,  shall make  payments to the
Holders in accordance with Sections 4.1 and 4.2.

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate, partnership,  joint venture, association,  joint stock company, company,
limited liability company,  trust,  unincorporated  association or government or
any agency or  political  subdivision  thereof,  or any other entity of whatever
nature.

     "Property Trustee" means the Person identified as the "Property Trustee" in
the preamble to this Trust Agreement, solely in its capacity as Property Trustee
of the trust heretofore formed and continued hereunder and not in its individual
capacity,  and its  successor  in interest in such  capacity,  or any  successor
Property Trustee appointed as herein provided.

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such  redemption  by or  pursuant  to this  Trust  Agreement;
provided  that each  Debenture  Redemption  Date and the stated  maturity of the
Debentures shall be a Redemption Date for a Like Amount of Trust Securities.

     "Redemption  Price"  means,  with  respect  to  any  Trust  Security,   the
Liquidation  Amount  of  such  Trust  Security,   plus  accumulated  and  unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor  upon the  concurrent  redemption of a Like Amount of
Debentures.

     "Relevant Trustee" has the meaning specified in Section 8.10.

     "Responsible  Officer,"  when used with respect to the Property  Trustee or
the Delaware  Trustee,  means the chairman or any  vice-chairman of the board of
directors,  the chairman or any vice-chairman of the executive  committee of the
board of directors, the chairman of the trust committee, the president, any vice
president,  the secretary, any assistant secretary, the treasurer, any assistant
treasurer,  the cashier,  any assistant cashier,  any trust officer or assistant
trust officer,  the controller or any assistant  controller or any other officer
of the Property Trustee or the Delaware Trustee customarily performing functions
similar to those  performed  by any of the above  designated  officers  and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred  because of his knowledge of and  familiarity  with
the particular subject.


     "Securities  Act"  means  the  Securities  Act of 1933,  and any  successor
statute thereto, in each case as amended from time to time.

     "Securities  Register"  and  "Securities  Registrar"  have  the  respective
meanings specified in Section 5.5.



<PAGE>


     "Successor  Trust Preferred  Securities" of any particular  Trust Preferred
Securities Certificate means every Trust Preferred Securities Certificate issued
after,  and evidencing all or a portion of the same  beneficial  interest in the
Issuer Trust as that evidenced by, such particular  Trust  Preferred  Securities
Certificate;  and,  for the  purposes of this  definition,  any Trust  Preferred
Securities  Certificate executed and delivered under Section 5.6 in exchange for
or in lieu of a mutilated,  destroyed, lost or stolen Trust Preferred Securities
Certificate  shall be deemed to  evidence  the same  beneficial  interest in the
Issuer  Trust  as the  mutilated,  destroyed,  lost or  stolen  Trust  Preferred
Securities Certificate.

     "Trust  Agreement" means this Amended and Restated Trust Agreement,  as the
same may be modified,  amended or supplemented in accordance with the applicable
provisions hereof,  including (i) all exhibits and (ii) for all purposes of this
Trust  Agreement  and  any  such  modification,  amendment  or  supplement,  the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this  Trust  Agreement  and any  such  modification,  amendment  or  supplement,
respectively.

     "Trust  Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed;  provided,  however,  that in
the event the Trust  Indenture  Act of 1939 is amended  after such date,  "Trust
Indenture Act" means, to the extent  required by any such  amendment,  the Trust
Indenture Act of 1939 as so amended.

     "Trust Preferred  Securities  Certificate"  means a certificate  evidencing
ownership of Trust Preferred  Securities,  substantially in the form attached as
Exhibit D.

     "Trust Preferred Security" means a preferred undivided  beneficial interest
in the assets of the Issuer Trust, having a Liquidation Amount of $25 and having
the rights  provided  therefor in this Trust  Agreement,  including the right to
receive  Distributions  and a Liquidation  Distribution  to the extent  provided
herein.

     "Trust Property" means (i) the Debentures,  (ii) any cash on deposit in, or
owing to, the Payment  Account,  and (iii) all proceeds and rights in respect of
the  foregoing  and any other  property  and  assets  for the time being held or
deemed to be held by the Property  Trustee  pursuant to the trusts of this Trust
Agreement.

     "Trust Security" means any one of the Common Securities or the
Trust Preferred Securities.


     "Trust Securities Certificate" means any one of the Common
Securities Certificates or the Trust Preferred Securities Certificates.

     "Underwriters"   means  Credit   Suisse   First   Boston  and   PaineWebber
Incorporated as the underwriters under the Underwriting Agreement.

     "Underwriting  Agreement" means the Underwriting  Agreement,  dated October
22,  1997,  among  the  Issuer  Trust,  the  Depositor  and the  underwriter  or
underwriters named therein, as the same may be amended from time to time.

     "Vice  President," when used with respect to the Depositor,  means any duly
appointed  vice  president,  whether or not  designated by a number or a word or
words added before or after the title "vice president."

                          ARTICLE II

                 CONTINUATION OF THE ISSUER TRUST

     SECTION 2.1.     Name.

     The trust continued  hereby shall be known as "SCE&G Trust I," as such name
may be  modified  from  time to time by the  Administrative  Trustees  following
written notice to the Holders of Trust Securities and the other Issuer Trustees,
in which name the Issuer  Trustees may conduct the business of the Issuer Trust,
make and execute  contracts and other  instruments on behalf of the Issuer Trust
and sue and be sued.

     SECTION 2.2.     Office of the Delaware Trustee; Principal Place of
Business.

     The address of the Delaware  Trustee in the State of Delaware is White Clay
Center,   Rte  273,   Newark,   Delaware  19711,   Attention:   Corporate  Trust
Administration,  or such other  address in the State of Delaware as the Delaware
Trustee may  designate by written  notice to the  Holders,  the  Depositor,  the
Property Trustee and the Administrative Trustees. The principal executive office
of the Issuer Trust is South Carolina Electric & Gas Company,  1426 Main Street,
Columbia, South Carolina 29201, Attention: Chief Financial Officer.

     SECTION 2.3.     Initial Contribution of Trust Property;
Organizational Expenses.

     The Property  Trustee  acknowledges  receipt in trust from the Depositor in
connection  with  the  Original  Trust  Agreement  of  the  sum  of  $10,  which
constituted the initial Trust Property.  The Depositor shall pay  organizational
expenses of the Issuer Trust as they arise or shall,  upon request of any Issuer
Trustee,  promptly  reimburse  such Issuer Trustee for any such expenses paid by
such Issuer  Trustee.  The Depositor shall make no claim upon the Trust Property
for the payment of such expenses.

     SECTION 2.4.     Issuance of the Trust Preferred Securities.

     The  Depositor,  both on its own behalf  and on behalf of the Issuer  Trust
pursuant  to  the  Original   Trust   Agreement,   executed  and  delivered  the
Underwriting  Agreement.  Contemporaneously  with the  execution and delivery of
this Trust Agreement,  an Administrative Trustee, on behalf of the Issuer Trust,
shall manually  execute in accordance  with Sections 5.2, 5.3 and 8.9(a) and the
Property Trustee shall deliver to the Underwriters,  Trust Preferred  Securities
Certificates,  registered in the names requested by the Underwriters, evidencing
an  aggregate  of  2,000,000  Trust  Preferred  Securities  having an  aggregate
Liquidation  Amount of $50,000,000,  against  receipt of the aggregate  purchase
price  of such  Trust  Preferred  Securities  of  $50,000,000,  by the  Property
Trustee.



<PAGE>


     SECTION 2.5.     Issuance of the Common Securities; Subscription
and Purchase of Debentures.

     Contemporaneously  with the execution and delivery of this Trust Agreement,
an  Administrative  Trustee,  on behalf of the Issuer  Trust,  shall  execute in
accordance  with  Sections  5.2, 5.3 and 8.9(a) and the Property  Trustee  shall
deliver to the Depositor, Common Securities Certificates, registered in the name
of the Depositor,  evidencing an aggregate of 61,856 Common Securities having an
aggregate  Liquidation  Amount of $1,546,400,  against  receipt of the aggregate
purchase price of such Common Securities of $1,546,400, to the Property Trustee.
Contemporaneously  therewith, an Administrative Trustee, on behalf of the Issuer
Trust,  shall  subscribe for and purchase  from the  Depositor  the  Debentures,
registered in the name of the Property Trustee on behalf of the Issuer Trust and
having an aggregate principal amount equal to $51,546,400,  and, in satisfaction
of the purchase price for such Debentures,  the Property  Trustee,  on behalf of
the Issuer Trust,  shall deliver to the Depositor the sum of $51,546,400  (being
the sum of the amounts  delivered  to the Property  Trustee  pursuant to (i) the
second sentence of Section 2.4 and (ii) the first sentence of this Section 2.5).

     SECTION 2.6.     Continuation of Trust.

     The  exclusive  purposes and functions of the Issuer Trust are (a) to issue
and sell Trust  Securities  and use the  proceeds  from such sale to acquire the
Debentures  and (b) to  engage  in  those  activities  necessary  or  incidental
thereto.  The Depositor hereby reaffirms the appointment of the Delaware Trustee
and  appoints  and  reaffirms  the  appointment  of,  as the  case  may be,  the
Administrative Trustees as trustees of the Issuer Trust, to have all the rights,
powers  and duties to the extent set forth  herein,  and the  respective  Issuer
Trustees hereby accept such  appointment.  The Property  Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set forth  herein  for the  benefit  of the Issuer  Trust and the  Holders.  The
Administrative  Trustees  shall  have all  rights,  powers  and duties set forth
herein and in accordance with applicable law with respect to  accomplishing  the
purposes of the Issuer  Trust.  The  Delaware  Trustee  shall not be entitled to
exercise any powers,  nor shall the Delaware  Trustee have any of the duties and
responsibilities,  of the Property  Trustee or the  Administrative  Trustees set
forth  herein.  The Delaware  Trustee shall be one of the trustees of the Issuer
Trust for the sole and limited purpose of fulfilling the requirements of Section
3807 of the  Delaware  Business  Trust Act and for  taking  such  actions as are
required to be taken by a Delaware  trustee  under the Delaware  Business  Trust
Act.




<PAGE>


          SECTION 2.7.     Authorization to Enter into Certain Transactions.

     (a) The Issuer  Trustees  shall  conduct the affairs of the Issuer Trust in
accordance  with the terms of this Trust  Agreement.  Subject to the limitations
set forth in paragraph (b) of this Section and in accordance  with the following
provisions (i) and (ii),  the Issuer  Trustees shall have the authority to enter
into all  transactions  and agreements  determined by the Issuer  Trustees to be
appropriate in exercising the authority,  express or implied,  otherwise granted
to the Issuer  Trustees,  as the case may be, under this Trust  Agreement and to
perform all acts in furtherance  thereof,  including,  without  limitation,  the
following:

         (i) As among the Issuer Trustees,  each Administrative  Trustee, acting
         singly or  collectively,  shall have the power and  authority to act on
         behalf of the Issuer Trust with respect to the following matters:

 (A)     effecting the issuance and sale of the Trust
         Securities;

 (B)     causing  the Issuer  Trust to enter into,  and to execute,  deliver and
         perform, the Letter of Representations and such other agreements as may
         be necessary or desirable in connection  with the purposes and function
         of the Issuer Trust;

 (C)     assisting in the  registration of the Trust Preferred  Securities under
         the Securities Act, and under  applicable  state securities or blue sky
         laws and the qualification of this Trust Agreement as a trust indenture
         under the Trust Indenture Act;

 (D)     assisting in the listing of the Trust  Preferred  Securities  upon such
         securities  exchange  or  exchanges  as  shall  be  determined  by  the
         Depositor,  with the  registration  of the Trust  Preferred  Securities
         under  the  Exchange  Act and with the  preparation  and  filing of all
         periodic  and  other  reports  and  other  documents  pursuant  to  the
         foregoing;

 (E)     assisting in the sending of notices (other than notices of default) and
         other information  regarding the Trust Securities and the Debentures to
         the Holders in accordance with this Trust Agreement;

(F)      consenting to the appointment of a Paying Agent,  authenticating  agent
         and Securities Registrar in accordance with this Trust Agreement (which
         consent shall not be unreasonably withheld);

 (G)     executing  the  Trust  Securities  on  behalf  of the  Issuer  Trust in
         accordance with this Trust Agreement;

 (H)     executing and delivering closing certificates,  if any, pursuant to the
         Underwriting  Agreement  and  applying  for a  taxpayer  identification
         number for the Issuer Trust; and



<PAGE>


 (I)     taking any action  incidental to the  foregoing as the Issuer  Trustees
         may from time to time  determine  to be  necessary or advisable to give
         effect to the terms of this Trust Agreement.

        (ii)     As among the Issuer  Trustees,  the Property Trustee shall have
                 the power,  duty and  authority  to act on behalf of the Issuer
                 Trust with respect to the following matters:

                  (A)     establishing the Payment Account;

                  (B)     receiving the Debentures;

                  (C)     collecting interest,  principal and any other payments
                          made in respect of the  Debentures  and  holding  such
                          amounts in the Payment Account;

                  (D)     distributing  through  the  Paying  Agent  of  amounts
                          distributable  to the  Holders in respect of the Trust
                          Securities;

                  (E)     exercising all of the rights, powers and
                          privileges of a holder of the Debentures;

                  (F)     sending notices of default and other information
                          regarding the Trust Securities and the Debentures
to the Holders in accordance with this Trust Agreement;

                  (G)     distributing the Trust Property in accordance
                          with the terms of this Trust Agreement;

                  (H)     to  the  extent  provided  in  this  Trust  Agreement,
                          winding  up  the  affairs  of and  liquidation  of the
                          Issuer Trust and the  preparing,  executing and filing
                          of the certificate of cancellation  with the Secretary
                          of State of the State of Delaware;

                  (I)     performing the duties of the Property Trustee
                          set forth in this Trust Agreement;


                        (J)  after  an  Event  of  Default   (other  than  under
              paragraph  (b), (c), (d) or (e) of the  definition of such term if
              such  Event  of  Default  is by or with  respect  to the  Property
              Trustee)  taking any action  incidental  to the  foregoing  as the
              Property  Trustee may from time to time  determine is necessary or
              advisable to give effect to the terms of this Trust  Agreement and
              protect and  conserve  the Trust  Property  for the benefit of the
              Holders (without consideration of the effect of any such action on
              any particular Holder); and

                        (K) exercising any of the duties, liabilities, powers or
              the authority of the Administrative  Trustees set forth in Section
              2.7(a)(i)(E)  and  (I)  herein;  and in the  event  of a  conflict
              between the action of the  Administrative  Trustees and the action
              of the Property Trustee,  the action of the Property Trustee shall
              prevail.

     (b) So long as this Trust Agreement remains in effect, the Issuer Trust (or
the Issuer  Trustees  acting on behalf of the Issuer  Trust) shall not undertake
any business,  activities or transaction  except as expressly provided herein or
contemplated  hereby.  In particular,  the Issuer Trustees shall not (i) acquire
any  investments  or engage  in any  activities  not  authorized  by this  Trust
Agreement, (ii) sell, assign, transfer,  exchange,  mortgage,  pledge, setoff or
otherwise dispose of any of the Trust Property or interests  therein,  including
to Holders,  except as  expressly  provided  herein,  (iii) take any action that
would  reasonably  be expected to cause the Issuer Trust to become  taxable as a
corporation  or  classified  as other  than a grantor  trust for  United  States
federal income tax purposes,  (iv) incur any  indebtedness for borrowed money or
issue any other debt or (v) take or consent to any action  that would  result in
the  placement  of a  Lien  on any of the  Trust  Property.  The  Administrative
Trustees shall defend all claims and demands of all Persons at any time claiming
any Lien on any of the Trust  Property  adverse  to the  interest  of the Issuer
Trust or the Holders in their capacity as Holders.

     (c)  In  connection  with  the  issue  and  sale  of  the  Trust  Preferred
Securities,  the Depositor shall have the right and responsibility to assist the
Issuer  Trust with  respect  to, or effect on behalf of, the Issuer  Trust,  the
following  (and  any  actions  taken  by the  Depositor  in  furtherance  of the
following  prior to the date of this Trust  Agreement  are hereby  ratified  and
confirmed in all respects):

 (i)     the  preparation and filing by the Issuer Trust with the Commission and
         the execution on behalf of the Issuer Trust of a registration statement
         on the appropriate form in relation to the Trust Preferred  Securities,
         including any amendments thereto and the taking of any action necessary
         or desirable to sell the Trust Preferred Securities in a transaction or
         a series of transactions pursuant thereto;

(ii)     the determination of the jurisdictions in which to
         take appropriate action to qualify or register for sale all or part
         of the Trust Preferred Securities and the taking of any and all
         such acts, other than actions that must be taken by or on behalf of
         the Issuer Trust, and advice to the Issuer Trust of actions that must
         be taken by or on behalf of the Issuer Trust, and the preparation for
         execution and filing of any documents to be executed and filed by the
         Issuer Trust or on behalf of the Issuer Trust, as the Depositor deems
         necessary or advisable in order to comply with the applicable laws of
         any such states in connection with the sale of the Trust Preferred
         Securities;

     (iii)     the  preparation  for filing by the Issuer Trust and execution on
               behalf of the Issuer Trust of an application or  applications  to
               such  securities  exchange or exchanges as shall be determined by
               Depositor  for  listing  upon  notice  of  issuance  of any Trust
               Preferred Securities;

      (iv)     the   preparation  for  filing  by  the  Issuer  Trust  with  the
               Commission  and the  execution on behalf of the Issuer Trust of a
               registration  statement on Form 8-A relating to the  registration
               of the Trust Preferred Securities under Section 12(b) or 12(g) of
               the Exchange Act, including any amendments thereto;

       (v)     the negotiation of the terms of, and the execution
               and delivery of, the Underwriting Agreement providing for the
               sale of the Trust Preferred Securities; and

      (vi)     the taking of any other  actions  necessary or desirable to carry
               out any of the foregoing activities.

     (d) Notwithstanding  anything herein to the contrary,  the Property Trustee
and the  Administrative  Trustees  are  authorized  and  directed to conduct the
affairs of the Issuer  Trust and to operate the Issuer  Trust so that the Issuer
Trust will not be deemed to be an "investment company" required to be registered
under the  Investment  Company Act, and will not be taxable as a corporation  or
classified as other than a grantor trust for United  States  federal  income tax
purposes  and so that the  Debentures  will be  treated as  indebtedness  of the
Depositor for United States  federal  income tax purposes.  In this  connection,
each Administrative  Trustee, the Property Trustee and the Holders of at least a
Majority in Liquidation  Amount of the Common  Securities are authorized to take
any action,  not  inconsistent  with applicable law, the Certificate of Trust or
this Trust Agreement,  that such Administrative Trustee, the Property Trustee or
Holders of Common  Securities  determine in their  discretion to be necessary or
desirable for such purposes, as long as such action does not adversely affect in
any  material  respect the  interests  of the Holders of the  Outstanding  Trust
Preferred  Securities.  In no event  shall the Issuer  Trustees be liable to the
Issuer  Trust or the Holders for any  failure to comply with this  section  that
results from a change in law or regulation or in the interpretation thereof.

     SECTION 2.8.     Assets of Trust.

     The assets of the Issuer Trust shall consist of the Trust Property.

     SECTION 2.9.     Title to Trust Property.

     Legal  title to all  Trust  Property  shall be  vested  at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the  Property  Trustee  in trust for the  benefit  of the  Issuer  Trust and the
Holders in accordance with this Trust Agreement.

                            ARTICLE III

                          PAYMENT ACCOUNT

     SECTION 3.1.     Payment Account.

     (a) On or prior to the Closing Date, the Property  Trustee shall  establish
the Payment  Account.  The Property  Trustee and its agents shall have exclusive
control and sole right of withdrawal with respect to the Payment Account for the
purpose  of making  deposits  in and  withdrawals  from the  Payment  Account in
accordance with this Trust Agreement. All moneys and other property deposited or
held  from time to time in the  Payment  Account  shall be held by the  Property
Trustee in the Payment Account for the exclusive  benefit of the Holders and for
distribution  as herein  provided,  including  (and  subject to) any priority of
payments provided for herein.

     (b) The Property  Trustee  shall deposit in the Payment  Account,  promptly
upon  receipt,  all  payments  of  principal  of or  interest  on, and any other
payments  or  proceeds  with  respect to, the  Debentures.  Amounts  held in the
Payment  Account  shall  not  be  invested  by  the  Property   Trustee  pending
distribution thereof.

                          ARTICLE IV

                          REDEMPTION

     SECTION 4.1.     Distributions.

     (a) The Trust Securities  represent undivided  beneficial  interests in the
Trust Property, and Distributions (including of Additional Amounts) will be made
on the Trust  Securities  at the rate and on the dates that payments of interest
(including of Additional Interest,  as defined in the Indenture) are made on the
Debentures. Accordingly:

      (i)     Distributions on the Trust Securities shall be
              cumulative, and will accumulate whether or not there are funds of
              the Issuer Trust available for the payment of Distributions.
              Distributions shall accumulate from October 28, 1997, and, except
              in the event (and to the extent) that the Depositor exercises its
              right to defer the payment of interest on the Debentures pursuant
              to the Indenture, shall be payable quarterly in arrears on March
              31, June 30, September 30 and December 31 of each year, commencing
              on December 31, 1997. If any date on which a  Distribution is
              otherwise payable on the Trust Securities is not a Business Day,
              then the payment of such Distribution shall be made on the next
              succeeding day that is a Business Day (and without any interest or
              other payment in respect of any such delay), except that, if such
              Business Day is in the next succeeding calendar year, the payment
              of such Distribution shall be made on the immediately preceding
              Business Day, in each case with the same force and effect as if
              made on the date on which such payment was originally payable
              (each date on which distributions are payable in accordance with
              this Section 4.1(a), a "Distribution Date").

     (ii)     The Trust Securities shall be entitled to
              Distributions payable at a rate of 7.55% per annum of the
              Liquidation Amount of the Trust Securities. The amount of
              Distributions payable for any period less than a full Distribution
              period shall be computed on the basis of a 360-day year of twelve
              30-day months and the actual number of days elapsed in a partial
              month in a period. Distributions payable for each full
              Distribution period will be computed by dividing the rate per
              annum by four. The amount of Distributions payable for any period
              shall include any Additional Amounts in respect of such period.

    (iii)     Distributions  on  the  Trust  Securities  shall  be  made  by the
              Property  Trustee from the Payment Account and shall be payable on
              each  Distribution  Date only to the extent that the Issuer  Trust
              has funds then on hand and available in the Payment
             Account for the payment of such Distributions.

     (b)  Distributions  on the Trust  Securities with respect to a Distribution
Date shall be payable to the Holders  thereof as they  appear on the  Securities
Register  for the Trust  Securities  at the close of  business  on the  relevant
record  date,  which  shall be at the close of  business  on the  fifteenth  day
(whether or not a Business Day) next preceding the relevant Distribution Date.

     SECTION 4.2.     Redemption.

     (a) On each  Debenture  Redemption  Date and on the stated  maturity of the
Debentures,  the Issuer  Trust will be required to redeem a Like Amount of Trust
Securities at the Redemption Price.

     (b) Notice of  redemption  shall be given by the Property  Trustee by first
class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior
to the  Redemption  Date to each Holder of Trust  Securities to be redeemed,  at
such  Holder's  address  appearing  in the  Security  Register.  All  notices of
redemption shall state:

    (i)     the Redemption Date;

   (ii)     the Redemption Price or if the Redemption Price
            cannot be calculated prior to the time the notice is required to be
            sent, an estimate of the Redemption Price together with a statement
            that it is an estimate and that the actual Redemption Price will be
            calculated on the third Business Day prior to the Redemption Date
            (and if an estimate is provided, a further notice shall be sent of
            the actual Redemption Price on the date that such Redemption Price
            is calculated);

  (iii)     the CUSIP number or CUSIP numbers of the Trust
            Preferred Securities affected (if applicable);

   (iv)     if  less  than  all  the  Outstanding  Trust  Securities  are  to be
            redeemed, the identification and the aggregate Liquidation Amount of
            the particular Trust Securities to be redeemed;

    (v)     that on the Redemption Date the Redemption Price will become due and
            payable  upon each  such  Trust  Security  to be  redeemed  and that
            Distributions  thereon  will cease to  accumulate  on and after said
            date, except as provided in Section 4.2(d) below; and

   (vi)     the place or places where the Trust Securities are to be surrendered
            for the payment of the Redemption Price.

     The Issuer Trust in issuing the Trust  Securities  may use "CUSIP"  numbers
(if then generally in use), and, if so, the Property  Trustee shall indicate the
"CUSIP"  numbers of the Trust  Securities in notices of  redemption  and related
materials as a convenience  to Holders;  provided that any such notice may state
that no  representation  is made as to the correctness of such numbers either as
printed on the Trust  Securities or as contained in any notice of redemption and
related materials.



<PAGE>


     (c) The Trust Securities redeemed on each Redemption Date shall be redeemed
at the Redemption Price with the proceeds from the contemporaneous redemption of
Debentures. Redemptions of the Trust Securities shall be made and the Redemption
Price  shall be payable  on each  Redemption  Date only to the  extent  that the
Issuer Trust has funds then on hand and available in the Payment Account for the
payment of such Redemption Price.

     (d) If the Property  Trustee gives a notice of redemption in respect of any
Trust  Preferred  Securities,  then,  by 12:00 noon,  New York City time, on the
Redemption  Date,  subject to Section  4.2(c),  the Property  Trustee will, with
respect to Book-Entry Trust Preferred  Securities,  irrevocably deposit with the
Clearing Agency for such Book- Entry Trust Preferred  Securities,  to the extent
available therefor,  funds sufficient to pay the applicable Redemption Price and
will give such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Trust Preferred Securities.  With respect
to  Trust  Preferred   Securities  that  are  not  Book-Entry   Trust  Preferred
Securities,  the Property Trustee,  subject to Section 4.2(c),  will irrevocably
deposit  with  the  Paying  Agent,  to  the  extent  available  therefor,  funds
sufficient to pay the applicable Redemption Price and will give the Paying Agent
irrevocable  instructions  and  authority  to pay the  Redemption  Price  to the
Holders  of the  Trust  Preferred  Securities  upon  surrender  of  their  Trust
Preferred Securities Certificates.  Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust  Securities  called for
redemption  shall be payable to the  Holders  of such Trust  Securities  as they
appear on the  Securities  Register  for the Trust  Securities  on the  relevant
record dates for the related  Distribution  Dates. If notice of redemption shall
have been  given and funds  deposited  as  required,  then upon the date of such
deposit, all rights of Holders holding Trust Securities so called for redemption
will cease, except the right of such Holders to receive the Redemption Price and
any  Distribution  payable in respect of the Trust Securities on or prior to the
Redemption  Date, but without  interest,  and such  Securities  will cease to be
outstanding. In the event that any date on which any Redemption Price is payable
is not a Business Day, then payment of the Redemption Price payable on such date
will be made on the next  succeeding  day that is a Business  Day  (without  any
interest or other  payment in respect of any such delay),  except that,  if such
Business Day falls in the next calendar  year,  such payment will be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date.  In the event that payment of the  Redemption  Price in
respect of any Trust Securities called for redemption is improperly  withheld or
refused and not paid either by the Issuer Trust or by the Depositor  pursuant to
the Guarantee Agreement, Distributions on such Trust Securities will continue to
accumulate,  as set forth in Section 4.1, from the  Redemption  Date  originally
established  by the  Issuer  Trust for such  Trust  Securities  to the date such
Redemption Price is actually paid, in which case the actual payment date will be
the date fixed for redemption for purposes of calculating the Redemption Price.

     (e) Subject to the priority  provisions of Section 4.3(a), if less than all
the Outstanding  Trust  Securities are to be redeemed on a Redemption Date, then
the aggregate  Liquidation  Amount of Trust  Securities to be redeemed  shall be
allocated pro rata to the Common  Securities and the Trust Preferred  Securities
based upon the relative  Liquidation  Amounts of such  classes.  The  particular
Trust Preferred  Securities to be redeemed shall be selected on a pro rata basis
based upon their respective  Liquidation  Amounts not more than 60 days prior to
the Redemption Date by the Property Trustee from the Outstanding Trust Preferred
Securities not previously  called for  redemption,  provided that so long as the
Trust Preferred Securities are in book-entry-only  form, such selection shall be
made in accordance with the customary procedures for the Clearing Agency for the
Trust  Preferred  Securities.  The Property  Trustee shall  promptly  notify the
Securities  Registrar in writing of the Trust Preferred  Securities selected for
redemption  and,  in the case of any Trust  Preferred  Securities  selected  for
partial  redemption,  the  Liquidation  Amount  thereof to be redeemed.  For all
purposes of this Trust Agreement,  unless the context  otherwise  requires,  all
provisions  relating  to the  redemption  of Trust  Preferred  Securities  shall
relate, in the case of any Trust Preferred Securities redeemed or to be redeemed
only in part,  to the  portion  of the  aggregate  Liquidation  Amount  of Trust
Preferred Securities that has been or is to be redeemed.

     SECTION 4.3.     Subordination of Common Securities.

     (a) Payment of  Distributions  (including any  Additional  Amounts) on, the
Redemption  Price of, and the  Liquidation  Distribution in respect of the Trust
Securities,  as applicable,  shall be made, subject to the allocation provisions
of Section 4.2(e),  pro rata among the Common Securities and the Trust Preferred
Securities based on the Liquidation  Amount of the Trust  Securities;  provided,
however,  that if on any Distribution Date,  Redemption Date or Liquidation Date
any Event of Default  resulting from a Debenture  Event of Default  specified in
Section 5.1(a) or 5.1(b) of the Indenture shall have occurred and be continuing,
no payment of any Distribution (including any Additional Amounts) on, Redemption
Price of, or Liquidation  Distribution in respect of any Common Security, and no
other payment on account of the redemption,  liquidation or other acquisition of
Common  Securities,  shall  be  made  unless  payment  in  full  in  cash of all
accumulated and unpaid  Distributions  (including any Additional Amounts) on all
Outstanding Trust Preferred  Securities for all Distribution periods terminating
on or prior thereto,  or in the case of payment of the Redemption Price the full
amount of such Redemption  Price on all Outstanding  Trust Preferred  Securities
then  called  for  redemption,  or in the  case of  payment  of the  Liquidation
Distribution the full amount of such Liquidation Distribution on all Outstanding
Trust Preferred Securities,  shall have been made or provided for, and all funds
immediately  available  to the  Property  Trustee  shall first be applied to the
payment in full in cash of all Distributions  (including any Additional Amounts)
on, or the  Redemption  Price of, the Trust  Preferred  Securities  then due and
payable.

     (b) In the case of the  occurrence of any Event of Default  resulting  from
any Debenture Event of Default,  the Holders of the Common Securities shall have
no right to act with  respect  to any such  Event of  Default  under  this Trust
Agreement  until the effect of all such  Events of Default  with  respect to the
Trust  Preferred  Securities  have been cured,  waived or otherwise  eliminated.
Until all such Events of Default under this Trust  Agreement with respect to the
Trust Preferred  Securities have been so cured, waived or otherwise  eliminated,
the  Property  Trustee  shall act  solely on behalf of the  Holders of the Trust
Preferred  Securities and not on behalf of the Holders of the Common Securities,
and only the Holders of the Trust  Preferred  Securities  will have the right to
direct the Property Trustee to act on their behalf.

     SECTION 4.4.     Payment Procedures.

     Payments of Distributions  (including any Additional Amounts) in respect of
the Trust Preferred  Securities  shall be made by check mailed to the address of
the Person  entitled  thereto as such  address  shall  appear on the  Securities
Register or, if the Trust  Preferred  Securities are held by a Clearing  Agency,
such Distributions shall be made to the Clearing Agency in immediately available
funds. Payments in respect of the Common Securities shall be made in such manner
as shall be mutually agreed between the Property  Trustee and the Holders of the
Common Securities.

     SECTION 4.5.     Tax Returns and Reports.

     The Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all United States federal, state and local tax and
information  returns  and  reports  required to be filed by or in respect of the
Issuer Trust. In this regard, the Administrative  Trustees shall (i) prepare and
file (or cause to be prepared  and filed) all  Internal  Revenue  Service  forms
required to be filed in respect of the Issuer  Trust in each taxable year of the
Issuer  Trust  and  (ii)  prepare  and  furnish  (or  cause to be  prepared  and
furnished)  to each Holder all Internal  Revenue  Service  forms  required to be
provided by the Issuer  Trust.  The  Administrative  Trustees  shall provide the
Depositor  and the Property  Trustee with a copy of all such returns and reports
promptly after such filing or furnishing.  The Issuer Trustees shall comply with
United  States  federal   withholding  and  backup   withholding  tax  laws  and
information reporting requirements with respect to any payments to Holders under
the Trust Securities.

     SECTION 4.6.     Payment of Taxes, Duties, Etc. of the Issuer
Trust.

     Upon receipt under the Debentures of Additional  Sums, the Property Trustee
shall  promptly  pay any taxes,  duties or  governmental  charges of  whatsoever
nature (other than withholding  taxes) imposed on the Issuer Trust by the United
States or any other taxing  authority,  which were  included in such  Additional
Sums.


     SECTION 4.7.     Payments under Indenture or Pursuant to Direct
Actions.

     Any amount payable  hereunder to any Holder of Trust  Preferred  Securities
with respect thereto shall be reduced by the amount of any corresponding payment
such Holder (or any Owner) has directly  received pursuant to Section 5.8 of the
Indenture or Section 5.13 of this Trust Agreement.






                              ARTICLE V

                      TRUST SECURITIES CERTIFICATES

     SECTION 5.1.     Initial Ownership.

     Upon the creation of the Issuer Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust  Securities,  and at
any time during which no Trust Securities are  outstanding,  the Depositor shall
be the sole beneficial owner of the Issuer Trust.

     SECTION 5.2.     The Trust Securities Certificates.

     (a) The Trust Preferred Securities  Certificates shall be issued in minimum
denominations of $25 Liquidation  Amount and integral multiples of $25 in excess
thereof and the Common Securities  Certificates shall be issued in denominations
of $25 Liquidation Amount and integral  multiples thereof.  The Trust Securities
Certificates shall be executed on behalf of the Issuer Trust by manual signature
of at least one Administrative  Trustee.  Trust Securities  Certificates bearing
the manual  signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Issuer Trust, shall
be  validly  issued  and  entitled  to the  benefits  of this  Trust  Agreement,
notwithstanding  that such individuals or any of them shall have ceased to be so
authorized  prior to the delivery of such Trust  Securities  Certificates or did
not  hold  such  offices  at the  date  of  delivery  of such  Trust  Securities
Certificates.  A transferee  of a Trust  Securities  Certificate  shall become a
Holder and shall be entitled to the rights and subject to the  obligations  of a
Holder hereunder upon due  registration of such Trust Securities  Certificate in
such transferee's name pursuant to Section 5.5.

     (b) Upon their original issuance,  Trust Preferred Securities  Certificates
shall be issued in the form of one or more Book-Entry Trust Preferred Securities
Certificates  registered in the name of DTC, as Clearing Agency,  or its nominee
and  deposited  with  DTC  or a  custodian  for  DTC  for  credit  by DTC to the
respective  accounts of the Owners  thereof (or such other  accounts as they may
direct).

     (c)  A  single  Common  Securities  Certificate   representing  the  Common
Securities  shall be issued to the Depositor in the form of a definitive  Common
Securities Certificate.

     SECTION 5.3.     Execution and Delivery of Trust Securities
                      Certificates.

     On  the  Closing  Date,  the  Administrative  Trustees  shall  cause  Trust
Securities  Certificates,  in an  aggregate  Liquidation  Amount as  provided in
Sections 2.4 and 2.5, to be executed on behalf of the Issuer Trust and delivered
to or upon  the  written  order of the  Depositor,  executed  by one  authorized
officer  thereof,   without  further  corporate  action  by  the  Depositor,  in
authorized denominations.






     SECTION 5.4.     Book-Entry Trust Preferred Securities.

     (a) Each Book-Entry  Trust Preferred  Securities  Certificate  issued under
this Trust Agreement shall be registered in the name of the Clearing Agency or a
nominee  thereof and delivered to such Clearing  Agency or a nominee  thereof or
custodian  therefor  and  each  such  Book-  Entry  Trust  Preferred  Securities
Certificate shall constitute a single Trust Preferred Securities Certificate for
all purposes of this Agreement.

     (b)  Notwithstanding  any  other  provision  in this  Trust  Agreement,  no
Book-Entry Trust Preferred  Securities  Certificate may be exchanged in whole or
in part for Trust Preferred Securities Certificates registered,  and no transfer
of a Book-Entry Trust Preferred  Securities  Certificate in whole or in part may
be registered, in the name of any Person other than the Clearing Agency for such
Book-Entry Trust Preferred  Securities  Certificates or a nominee thereof unless
(i) the  Clearing  Agency  advises the Issuer Trust in writing that the Clearing
Agency is no longer willing or able to properly  discharge its  responsibilities
with respect to the Book-Entry Trust Preferred Securities  Certificates,  and is
unable to locate a qualified  successor or a qualified  successor shall not have
been appointed, or the Clearing Agency ceases to be a clearing agency registered
under the Exchange Act at a time when it is required to be so  registered to act
as such clearing  agent,  (ii) the Issuer Trust at its option  determines that a
Book Entry Trust Preferred  Securities  Certificate  shall be so exchangeable or
(iii) a Debenture  Event of Default has  occurred  and is  continuing.  Upon the
occurrence  of any event  specified  in clause  (i),  (ii) or (iii)  above,  the
Property  Trustee  shall  notify the  Clearing  Agency and instruct the Clearing
Agency to notify all  Owners of Book-  Entry  Trust  Preferred  Securities,  the
Delaware Trustee and the Administrative Trustees of the occurrence of such event
and  of  the   availability  of  the  Definitive   Trust  Preferred   Securities
Certificates to Owners of such class or classes,  as applicable,  requesting the
same.

     (c) If any  Book-Entry  Trust  Preferred  Securities  Certificate  is to be
exchanged  for other Trust  Preferred  Securities  Certificates  or cancelled in
part, or if any other Trust Preferred Securities  Certificate is to be exchanged
in whole or in part for Book-Entry Trust Preferred  Securities  represented by a
Book-Entry  Trust  Preferred  Securities  Certificate,   then  either  (i)  such
Book-Entry Trust Preferred  Securities  Certificate  shall be so surrendered for
exchange or  cancellation  as provided in this  Article V or (ii) the  aggregate
Liquidation  Amount  represented by such Book-Entry  Trust Preferred  Securities
Certificate shall be reduced,  subject to Section 5.2, or increased by an amount
equal to the  Liquidation  Amount  represented by that portion of the Book-Entry
Trust Preferred Securities Certificate to be so exchanged or cancelled, or equal
to the Liquidation Amount  represented by such other Trust Preferred  Securities
Certificates  to be so  exchanged  for  Book-Entry  Trust  Preferred  Securities
represented  thereby, as the case may be, by means of an appropriate  adjustment
made on the records of the Securities Registrar, whereupon the Property Trustee,
in accordance with the Applicable Procedures, shall instruct the Clearing Agency
or its  authorized  representative  to make a  corresponding  adjustment  to its
records.  Upon  surrender  to the  Administrative  Trustees  or  the  Securities
Registrar  of  the  Book-Entry   Trust  Preferred   Securities   Certificate  or
Certificates by the Clearing Agency,  accompanied by registration  instructions,
the  Administrative  Trustees,  or any one of them, shall execute the Definitive
Trust Preferred  Securities  Certificates in accordance with the instructions of
the Clearing Agency.  None of the Securities  Registrar,  the Issuer Trustees or
the  Administrative  Trustees  shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such  instructions.  Upon the issuance of Definitive Trust Preferred  Securities
Certificates,  the Issuer Trustees shall recognize the Holders of the Definitive
Trust  Preferred  Securities  Certificates  as  Holders.  The  Definitive  Trust
Preferred Securities Certificates shall be printed,  lithographed or engraved or
may  be  produced  in  any  other  manner  as is  reasonably  acceptable  to the
Administrative   Trustees,   as  evidenced  by  the  execution  thereof  by  the
Administrative Trustees or any one of them.

     (d) Every Trust  Preferred  Securities  Certificate  executed and delivered
upon registration of transfer of, or in exchange for or in lieu of, a Book-Entry
Trust Preferred Securities Certificate or any portion thereof,  whether pursuant
to this Article V or Article IV or otherwise, shall be executed and delivered in
the form of, and shall be, a Book-Entry Trust Preferred Securities  Certificate,
unless such Trust Preferred Securities  Certificate is registered in the name of
a Person  other than the Clearing  Agency for such  Book-Entry  Trust  Preferred
Securities Certificate or a nominee thereof.

     (e) The Clearing Agency or its nominee, as registered owner of a Book-Entry
Trust Preferred Securities  Certificate,  shall be the Holder of such Book-Entry
Trust Preferred Securities Certificate for all purposes under this Agreement and
the Book-Entry Trust Preferred Securities Certificate and Owners with respect to
a Book-Entry Trust Preferred  Securities  Certificate  shall hold such interests
pursuant to the Applicable  Procedures.  The Securities Registrar and the Issuer
Trustees shall be entitled to deal with the Clearing  Agency for all purposes of
this Trust  Agreement  relating to the  Book-Entry  Trust  Preferred  Securities
Certificates   (including  the  payment  of  the   Liquidation   Amount  of  and
Distributions on the Book-Entry Trust Preferred  Securities  represented thereby
and the giving of  instructions  or  directions  by Owners of  Book-Entry  Trust
Preferred  Securities  represented thereby) as the sole Holder of the Book-Entry
Trust Preferred Securities  represented thereby and shall have no obligations to
the Owners  thereof.  None of the Issuer  Trustees nor the Securities  Registrar
shall have any  liability in respect of any  transfers  effected by the Clearing
Agency.



<PAGE>


     The rights of the Owners of the Book-Entry Trust Preferred Securities shall
be  exercised  only  through the  Clearing  Agency and shall be limited to those
established by law, the Applicable Procedures and agreements between such Owners
and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the
Letter  of   Representations,   unless  and  until  Definitive  Trust  Preferred
Securities  Certificates  are issued  pursuant  to Section  5.4(b),  the initial
Clearing  Agency  will  make  book-entry  transfers  among the  Clearing  Agency
Participants and receive and transmit payments on the Trust Preferred Securities
to such  Clearing  Agency  Participants  and none of the Depositor or the Issuer
Trustees shall have any responsibility or obligation with respect thereto.

     SECTION 5.5.     Registration of Transfer and Exchange of Trust
Preferred Securities Certificates.

     (a) The Property  Trustee  shall keep or cause to be kept, at the office or
agency  maintained  pursuant  to Section  5.9, a register or  registers  for the
purpose of registering Trust Securities Certificates and transfers and exchanges
of Trust  Securities  Certificates  (the  "Securities  Register")  in which  the
registrar  and  transfer  agent  with  respect  to  the  Trust  Securities  (the
"Securities  Registrar"),  subject  to  such  reasonable  regulations  as it may
prescribe,  shall provide for the  registration  of Trust  Preferred  Securities
Certificates and Common Securities  Certificates (subject to Section 5.11 in the
case of the Common  Securities  Certificates)  and registration of transfers and
exchanges of Trust Preferred  Securities  Certificates as herein  provided.  The
Person acting as the Property  Trustee shall at all times also be the Securities
Registrar.

     Upon  surrender  for  registration  of  transfer  of  any  Trust  Preferred
Securities  Certificate at the office or agency  maintained  pursuant to Section
5.9, the Administrative Trustees or any one of them shall execute and deliver to
the Property Trustee, and the Property Trustee shall deliver, in the name of the
designated transferee or transferees, one or more new Trust Preferred Securities
Certificates in authorized  denominations of a like aggregate Liquidation Amount
dated the date of execution by such Administrative Trustee or Trustees.

     The Securities  Registrar shall not be required (i) to issue,  register the
transfer of or exchange any Trust Preferred  Security during a period  beginning
at the opening of business 15 days before the day of selection for redemption of
such Trust Preferred  Securities  pursuant to Article IV and ending at the close
of  business  on the day of  mailing  of the  notice  of  redemption  or (ii) to
register the transfer of or exchange  any Trust  Preferred  Security so selected
for  redemption  in  whole  or in part,  except,  in the case of any such  Trust
Preferred  Security  to be  redeemed  in part,  any  portion  thereof  not to be
redeemed.

     Every Trust Preferred Securities  Certificate  presented or surrendered for
registration  of  transfer  or  exchange  shall  be  accompanied  by  a  written
instrument of transfer in form satisfactory to an Administrative Trustee and the
Securities Registrar duly executed by the Holder or its attorney duly authorized
in  writing.  Each  Trust  Preferred  Securities  Certificate   surrendered  for
registration  of  transfer  or  exchange  shall be  cancelled  and  subsequently
disposed of by the Property Trustee in accordance with its customary practice.

     No  service  charge  shall  be made for any  registration  of  transfer  or
exchange  of  Trust  Preferred  Securities  Certificates,   but  the  Securities
Registrar  may  require  payment  of a  sum  sufficient  to  cover  any  tax  or
governmental  charge  that may be imposed in  connection  with any  transfer  or
exchange of Trust Preferred Securities Certificates.

     (b)  Notwithstanding  any other provision of this Agreement,  transfers and
exchanges of Trust Preferred Securities Certificates and beneficial interests in
a Book-Entry  Trust Preferred  Securities  Certificate of the kinds specified in
this Section 5.5(b) shall be made only in accordance with this Section 5.5(b).

  (i)     Non-Book-Entry Trust Preferred Securities Certificate
          to Book-Entry Trust Preferred Securities Certificate. If the Holder
          of a Trust Preferred Securities Certificate (other than a Book-
          Entry Trust Preferred Securities Certificate) wishes at any time to
          transfer all or any portion of such Trust Preferred Securities
          Certificate to a Person who wishes to take delivery thereof in the
          form of a beneficial interest in a Book-Entry Trust Preferred
          Securities Certificate, such transfer may be effected only in
          accordance with the provisions of this Clause (b)(i) and subject to
          the Applicable Procedures. Upon receipt by the Securities Registrar
          of such Trust Preferred Securities Certificate as provided in
          Section 5.5(a) and instructions satisfactory to the Securities
          Registrar directing that a beneficial interest in the Book-Entry
          Trust Preferred Securities Certificate of a specified number of
          Trust Preferred Securities not greater than the number of Trust
          Preferred Securities represented by such Trust Preferred Securities
          Certificate be credited to a specified Clearing Agency
          Participant's account, then the Securities Registrar shall cancel
          such Trust Preferred Securities Certificate (and issue a new Trust
          Preferred Securities Certificate in respect of any untransferred
          portion thereof) as provided in Section 5.5(a) and increase the
          aggregate Liquidation Amount of the Book-Entry Trust Preferred
          Securities Certificate by the Liquidation Amount represented by
          such Trust Preferred Securities so transferred as provided in
          Section 5.4(c).

 (ii)     Non-Book-Entry    Trust    Preferred    Securities    Certificate   to
          Non-Book-Entry  Trust  Preferred  Securities   Certificate.   A  Trust
          Preferred  Securities  Certificate  that  is  not a  Book-Entry  Trust
          Preferred  Securities  Certificate may be transferred,  in whole or in
          part,  to a Person who takes  delivery  in the form of  another  Trust
          Preferred  Securities  Certificate  that  is  not a  Book-Entry  Trust
          Preferred Securities Certificate as provided in Section 5.5(a).

(iii)     Exchanges between  Book-Entry Trust Preferred  Securities  Certificate
          and  Non-Book-Entry   Trust  Preferred   Securities   Certificate.   A
          beneficial  interest  in  a  Book-Entry  Trust  Preferred   Securities
          Certificate  may  be  exchanged  for  a  Trust  Preferred   Securities
          Certificate  that  is  not a  Book-Entry  Trust  Preferred  Securities
          Certificate as provided in Section 5.4.

     SECTION 5.6.     Mutilated, Destroyed, Lost or Stolen Trust
Securities Certificates.



<PAGE>


     If (i) any mutilated Trust Securities  Certificate  shall be surrendered to
the Securities Registrar,  or if the Securities Registrar shall receive evidence
to its  satisfaction of the  destruction,  loss or theft of any Trust Securities
Certificate  and (ii) there shall be delivered to the  Securities  Registrar and
the  Administrative  Trustees  such  security or indemnity as may be required by
them to save each of them  harmless,  then in the  absence  of notice  that such
Trust Securities  Certificate shall have been acquired by a bona fide purchaser,
the Administrative  Trustees,  or any one of them, on behalf of the Issuer Trust
shall execute and make available for delivery, in exchange for or in lieu of any
such mutilated,  destroyed,  lost or stolen Trust Securities Certificate,  a new
Trust  Securities  Certificate  of  like  class,  tenor  and  denomination.   In
connection with the issuance of any new Trust Securities  Certificate under this
Section 5.6, the Administrative Trustees or the Securities Registrar may require
the payment of a sum  sufficient to cover any tax or other  governmental  charge
that may be imposed in  connection  therewith.  Any duplicate  Trust  Securities
Certificate issued pursuant to this Section shall constitute conclusive evidence
of  an  undivided  beneficial  interest  in  the  assets  of  the  Issuer  Trust
corresponding  to  that  evidenced  by  the  lost,  stolen  or  destroyed  Trust
Securities Certificate, as if originally issued, whether or not the lost, stolen
or destroyed Trust Securities Certificate shall be found at any time.

     SECTION 5.7.     Persons Deemed Holders.

     The  Issuer  Trustees  and the  Securities  Registrar  shall each treat the
Person in whose name any Trust Securities Certificate shall be registered in the
Securities  Register as the owner of such Trust  Securities  Certificate for the
purpose of receiving  Distributions and for all other purposes  whatsoever,  and
none of the Issuer  Trustees and the Securities  Registrar shall be bound by any
notice to the contrary.

     SECTION 5.8.     Access to List of Holders' Names and Addresses.

     Each  Holder and each Owner  shall be deemed to have agreed not to hold the
Depositor,  the Property  Trustee,  the Delaware  Trustee or the  Administrative
Trustees  accountable  by  reason  of the  disclosure  of its name and  address,
regardless of the source from which such information was derived.

     SECTION 5.9.     Maintenance of Office or Agency.

     The   Property   Trustee   shall   designate,   with  the  consent  of  the
Administrative  Trustees,  which consent shall not be unreasonably  withheld, an
office or  offices  or agency  or  agencies  where  Trust  Preferred  Securities
Certificates  may be surrendered  for  registration  of transfer or exchange and
where notices and demands to or upon the Issuer Trustees in respect of the Trust
Securities  Certificates may be served.  The  Administrative  Trustees initially
designate  South Carolina  Electric & Gas Company,  1426 Main Street,  Columbia,
South Carolina  29201  Attention:  Treasurer,  as its office and agency for such
purposes.  The  Property  Trustee  shall  give  prompt  written  notice  to  the
Depositor,  the Administrative  Trustees and to the Holders of any change in the
location of the Securities Register or any such office or agency.



<PAGE>


     SECTION 5.10.     Appointment of Paying Agent.

     The Paying  Agent  shall make  Distributions  to Holders  from the  Payment
Account  and shall  report the  amounts of such  Distributions  to the  Property
Trustee  and the  Administrative  Trustees.  Any  Paying  Agent  shall  have the
revocable  power to  withdraw  funds  from the  Payment  Account  solely for the
purpose  of making  the  Distributions  referred  to above.  The  Administrative
Trustees  may  revoke  such  power and  remove  the  Paying  Agent in their sole
discretion.  The Paying Agent shall  initially be the Bank. Any Person acting as
Paying Agent shall be permitted to resign as Paying Agent upon 30 days'  written
notice to the  Administrative  Trustees  and the Property  Trustee.  If the Bank
shall no longer be the Paying Agent or a successor  Paying Agent shall resign or
its authority to act be revoked,  the  Administrative  Trustees  shall appoint a
successor (which shall be a bank or trust company) to act as Paying Agent.

Such  successor  Paying Agent or any  additional  Paying Agent  appointed by the
Administrative  Trustees  shall  execute and  deliver to the Issuer  Trustees an
instrument in which such successor Paying Agent or additional Paying Agent shall
agree with the Issuer Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment to
the Holders in trust for the benefit of the Holders  entitled thereto until such
sums shall be paid to such Holders.  The Paying Agent shall return all unclaimed
funds to the  Property  Trustee and upon  removal of a Paying  Agent such Paying
Agent shall also return all funds in its possession to the Property Trustee. The
provisions  of Sections  8.1, 8.3 and 8.6 herein shall apply to the Bank also in
its role as Paying Agent, for so long as the Bank shall act as Paying Agent and,
to the extent  applicable,  to any other paying agent appointed  hereunder.  Any
reference  in this  Agreement to the Paying  Agent shall  include any  co-paying
agent unless the context requires otherwise.

     SECTION 5.11.     Ownership of Common Securities by Depositor.

     On the Closing Date,  the Depositor  shall acquire,  and  thereafter  shall
retain, beneficial and record ownership of the Common Securities.  The Depositor
may  not  transfer  the  Common  Securities  except  (i)  in  connection  with a
consolidation  or merger of the Depositor into another Person or any conveyance,
transfer or lease by the Depositor of its properties and assets substantially as
an entirety to any Person  pursuant to Section 8.1 of the  Indenture  or (ii) to
the  Depositor  or an  Affiliate  thereof  in  compliance  with  applicable  law
(including the  Securities  Act, and  applicable  state  securities and blue sky
laws).  To the fullest  extent  permitted by law, any attempted  transfer of the
Common Securities other than as set forth in the next proceeding  sentence shall
be  void.  The  Administrative  Trustees  shall  cause  each  Common  Securities
Certificate  issued to the Depositor to contain a legend  stating  substantially
"THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF
THE DEPOSITOR IN COMPLIANCE  WITH  APPLICABLE  LAW AND SECTION 5.11 OF THE TRUST
AGREEMENT."



<PAGE>


     SECTION 5.12.     Notices to Clearing Agency.

     To the  extent  that a notice  or other  communication  to the  Holders  is
required under this Trust Agreement,  for so long as Trust Preferred  Securities
are represented by a Book-Entry  Trust  Preferred  Securities  Certificate,  the
Issuer Trustees shall give all such notices and communications  specified herein
to be given to the Clearing Agency and shall have no obligations to the Owners.

     SECTION 5.13.     Rights of Holders; Waivers of Past Defaults.

     (a) The legal  title to the Trust  Property  is vested  exclusively  in the
Property  Trustee (in its capacity as such) in  accordance  with Section 2.9 and
the Holders  shall not have any right or title  therein other than the undivided
beneficial  interest in the assets of the Issuer Trust  conferred by their Trust
Securities and they shall have no right to call for any partition or division of
property,  profits or rights of the Issuer Trust except as described  below. The
Trust Securities shall be personal property giving only the rights  specifically
set forth therein and in this Trust  Agreement.  The Trust Securities shall have
no preemptive or similar rights and when issued and delivered to Holders against
payment of the purchase price therefor will be fully paid and  nonassessable  by
the Issuer Trust.  The Holders of the Trust  Securities,  in their capacities as
such, shall be entitled to the same limitation of personal liability extended to
stockholders  of private  corporations  for profit  organized  under the General
Corporation Law of the State of Delaware.

     (b) For so long as any Trust Preferred  Securities remain Outstanding,  if,
upon a Debenture Event of Default, the Debenture Trustee fails or the holders of
not less than 25% in  principal  amount of the  outstanding  Debentures  fail to
declare  the  principal  of all of the  Debentures  to be  immediately  due  and
payable,  the  Holders  of at  least  25% in  Liquidation  Amount  of the  Trust
Preferred  Securities  then  Outstanding  shall  have  the  right  to make  such
declaration  by a notice in writing to the Property  Trustee,  the Depositor and
the Debenture Trustee.

     At any  time  after a  declaration  of  acceleration  with  respect  to the
Debentures  has been made and  before a judgment  or decree  for  payment of the
money  due has  been  obtained  by the  Debenture  Trustee  as in the  Indenture
provided,  if the Property Trustee fails to annul any such declaration and waive
such default,  the Holders of at least a Majority in  Liquidation  Amount of the
Trust  Preferred  Securities,  by written  notice to the Property  Trustee,  the
Depositor and the Debenture Trustee,  may rescind and annul such declaration and
its consequences if:

   (i)     the Depositor has paid or deposited with the
           Debenture Trustee a sum sufficient to pay

          (A)     all overdue installments of interest on all of
                  the Debentures,

          (B)     any accrued Additional Interest on all of the
                  Debentures,

          (C)     the principal of (and premium, if any, on) any Debentures that
                  have  become  due  otherwise  than  by  such   declaration  of
                  acceleration  and interest and Additional  Interest thereon at
                  the rate borne by the Debentures, and

          (D)     all sums paid or advanced by the  Debenture  Trustee under the
                  Indenture   and   the   reasonable   compensation,   expenses,
                  disbursements  and advances of the  Debenture  Trustee and the
                  Property Trustee, their agents and counsel; and

  (ii)     all Events of Default with respect to the
           Debentures,  other  than  the  non-payment  of the  principal  of the
           Debentures that has become due solely by such acceleration, have been
           cured or waived as provided in Section 5.13 of the Indenture.

     The  Holders  of at least a  Majority  in  Liquidation  Amount of the Trust
Preferred  Securities  may, on behalf of the Holders of all the Trust  Preferred
Securities,  waive any past default under the Indenture, except a default in the
payment of principal  or interest  (unless such default has been cured and a sum
sufficient  to pay all  matured  installments  of  interest  and  principal  due
otherwise than by acceleration has been deposited with the Debenture Trustee) or
a default in respect of a covenant or provision that under the Indenture  cannot
be  modified or amended  without  the consent of the holder of each  outstanding
Debenture.  No such rescission shall affect any subsequent default or impair any
right consequent thereon.

     Upon receipt by the Property  Trustee of written  notice  declaring such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Trust  Preferred  Securities a record date shall be established  for determining
Holders of  Outstanding  Trust  Preferred  Securities  entitled  to join in such
notice,  which  record  date  shall be at the close of  business  on the day the
Property Trustee receives such notice. The Holders on such record date, or their
duly  designated  proxies,  and only such Persons,  shall be entitled to join in
such notice,  whether or not such Holders remain Holders after such record date;
provided,  that,  unless such  declaration  of  acceleration,  or rescission and
annulment,  as the case may be,  shall have  become  effective  by virtue of the
requisite  percentage  having  joined in such notice prior to the day that is 90
days after such record date,  such notice of  declaration  of  acceleration,  or
rescission and annulment,  as the case may be, shall  automatically  and without
further  action by any Holder be canceled and of no further  effect.  Nothing in
this paragraph shall prevent a Holder or a proxy of a Holder from giving,  after
expiration  of such  90-day  period,  a new  written  notice of  declaration  of
acceleration,  or rescission and annulment thereof,  as the case may be, that is
identical to a written notice that has been canceled  pursuant to the proviso to
the preceding  sentence,  in which event a new record date shall be  established
pursuant to the provisions of this Section 5.13(b).

     (c) For so long as any Trust Preferred  Securities remain  Outstanding,  to
the  fullest  extent  permitted  by law and  subject  to the terms of this Trust
Agreement  and the  Indenture,  upon a Debenture  Event of Default  specified in
Section  5.1(a) or  5.1(b)  of the  Indenture,  any  Holder  of Trust  Preferred
Securities  shall have the right to institute a proceeding  directly against the
Depositor,  pursuant to Section 5.8 of the Indenture, for enforcement of payment
to such  Holder of any  amounts  payable  in  respect  of  Debentures  having an
aggregate  principal  amount equal to the  aggregate  Liquidation  Amount of the
Trust  Preferred  Securities of such Holder (a "Direct  Action").  Except as set
forth in  Section  5.13(b)  and  this  Section  5.13(c),  the  Holders  of Trust
Preferred  Securities  shall  have no right to  exercise  directly  any right or
remedy available to the holders of, or in respect of, the Debentures.

     (d)  Except as  otherwise  provided  in  clauses  (a),  (b) and (c) of this
Section 5.13,  the Holders of at least a Majority in  Liquidation  Amount of the
Trust  Preferred  Securities  may,  on  behalf of the  Holders  of all the Trust
Preferred  Securities,  waive  any past  default  or Event  of  Default  and its
consequences. Upon such waiver, any such default or Event of Default shall cease
to exist and any default or Event of Default  arising  therefrom shall be deemed
to have been cured for every purpose of this Trust Agreement, but no such waiver
shall extend to any  subsequent  or other  default or Event of Default or impair
any right consequent thereon.

                           ARTICLE VI

                  ACTS OF HOLDERS; MEETINGS; VOTING

     SECTION 6.1.     Limitations on Voting Rights.

     (a)  Except  as  expressly  provided  in this  Trust  Agreement  and in the
Indenture  and as  otherwise  required  by law,  no  Holder  of Trust  Preferred
Securities shall have any right to vote or in any manner  otherwise  control the
administration,  operation and management of the Issuer Trust or the obligations
of the parties hereto,  nor shall anything herein set forth, or contained in the
terms of the Trust Securities Certificates, be construed so as to constitute the
Holders from time to time as partners or members of an association.

     (b) So long as any Debentures are held by the Property Trustee on behalf of
the Issuer Trust, the Property Trustee shall not (i) direct the time, method and
place of conducting  any  proceeding  for any remedy  available to the Debenture
Trustee,  or execute any trust or power  conferred on the Property  Trustee with
respect to the Debentures,  (ii) waive any past default that may be waived under
Section 5.13 of the  Indenture,  (iii)  exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable or
(iv) consent to any amendment,  modification  or termination of the Indenture or
the  Debentures,  where such consent shall be required,  without,  in each case,
obtaining  the  prior  approval  of  the  Holders  of at  least  a  Majority  in
Liquidation Amount of the Trust Preferred  Securities;  provided,  however, that
where a consent under the Indenture  would require the consent of each Holder of
Debentures  affected  thereby,  no such  consent  shall be given by the Property
Trustee  without the prior  written  consent of each  Holder of Trust  Preferred
Securities.  The  Property  Trustee  shall  not  revoke  any  action  previously
authorized  or  approved  by a  vote  of the  Holders  of  the  Trust  Preferred
Securities,  except by a subsequent  vote of the Holders of the Trust  Preferred
Securities. The Property Trustee shall notify all Holders of the Trust Preferred
Securities of any notice of default received with respect to the Debentures.  In
addition  to  obtaining  the  foregoing  approvals  of the  Holders of the Trust
Preferred Securities, prior to taking any of the foregoing actions, the Property
Trustee  shall,  at the expense of the  Depositor,  obtain an Opinion of Counsel
experienced  in such  matters to the effect that such action shall not cause the
Issuer  Trust to be  taxable  as a  corporation  or  classified  as other than a
grantor trust for United States federal income tax purposes.

     (c) If any proposed  amendment to the Trust Agreement  provides for, or the
Issuer Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers,  preferences or special rights of the
Trust Preferred Securities,  whether by way of amendment to this Trust Agreement
or otherwise or (ii) the  dissolution,  winding-up or  termination of the Issuer
Trust,  other  than  pursuant  to the terms of this  Trust  Agreement,  then the
Holders of Outstanding Trust Preferred Securities as a class will be entitled to
vote on such  amendment or proposal and such  amendment or proposal shall not be
effective  except  with the  approval  of the  Holders of at least a Majority in
Liquidation Amount of the Trust Preferred Securities.  Notwithstanding any other
provision of this Trust  Agreement,  no amendment to this Trust Agreement may be
made if, as a result of such  amendment,  it would cause the Issuer  Trust to be
taxable as a corporation  or classified as other than a grantor trust for United
States federal income tax purposes.

     SECTION 6.2.     Notice of Meetings.

     Notice of all  meetings of the Holders of the Trust  Preferred  Securities,
stating  the  time,  place and  purpose  of the  meeting,  shall be given by the
Property  Trustee  pursuant to Section  10.8 to each  Holder of Trust  Preferred
Securities,  at such Holder's  registered address, at least 15 days and not more
than 90 days before the meeting.  At any such  meeting,  any  business  properly
before the meeting may be so  considered  whether or not stated in the notice of
the meeting.  Any  adjourned  meeting may be held as adjourned  without  further
notice.

     SECTION 6.3.     Meetings of Holders of the Trust Preferred
Securities.

     No annual  meeting of Holders is  required to be held.  The  Administrative
Trustees,  however,  shall call a meeting of the Holders of the Trust  Preferred
Securities  to vote on any matter upon the written  request of the Holders of at
least 25% in aggregate  Liquidation  Amount of the  Outstanding  Trust Preferred
Securities and the  Administrative  Trustees or the Property Trustee may, at any
time in their  discretion,  call a meeting of the Holders of the Trust Preferred
Securities to vote on any matters as to which such Holders are entitled to vote.

     The  Holders  of at least a  Majority  in  Liquidation  Amount of the Trust
Preferred  Securities,  present in person or by proxy, shall constitute a quorum
at any meeting of the Holders of the Trust Preferred Securities.

     If a quorum is present at a meeting,  an  affirmative  vote by the  Holders
present, in person or by proxy, holding Trust Preferred Securities  representing
at least a  Majority  in  aggregate  Liquidation  Amount of the Trust  Preferred
Securities  held by the Holders  present,  either in person or by proxy, at such
meeting  shall  constitute  the  action of the  Holders  of the Trust  Preferred
Securities, unless this Trust Agreement requires a greater number of affirmative
votes.

     SECTION 6.4.     Voting Rights.

     Holders  shall be entitled to one vote for each $25 of  Liquidation  Amount
represented by their Outstanding Trust Securities in respect of any matter as to
which such Holders are entitled to vote.

     SECTION 6.5.     Proxies, etc.

     At any meeting of Holders,  any Holder entitled to vote thereat may vote by
proxy, provided that no proxy shall be voted at any meeting unless it shall have
been placed on file with the Administrative Trustees, or with such other officer
or agent of the Issuer  Trust as the  Administrative  Trustees  may direct,  for
verification prior to the time at which such vote shall be taken.  Pursuant to a
resolution of the Property Trustee,  proxies may be solicited in the name of the
Property Trustee or one or more officers of the Property  Trustee.  Only Holders
of record shall be entitled to vote.  When Trust  Securities are held jointly by
several  persons,  any one of them may vote at any meeting in person or by proxy
in  respect  of such  Trust  Securities,  but if more than one of them  shall be
present at such  meeting  in person or by proxy and such  joint  owners or their
proxies so present  disagree  as to any vote to be cast,  such vote shall not be
received in respect of such Trust Securities.  A proxy purporting to be executed
by or on behalf of a Holder shall be deemed valid unless  challenged at or prior
to its  exercise,  and  the  burden  of  proving  invalidity  shall  rest on the
challenger.  No proxy  shall be valid  more than three  years  after its date of
execution.

     SECTION 6.6.     Holder Action by Written Consent.

     Any action that may be taken by Holders at a meeting may be taken without a
meeting if Holders  holding at least a  Majority  in  Liquidation  Amount of all
Trust Preferred  Securities  entitled to vote in respect of such action (or such
larger  proportion  thereof as shall be required by any other  provision of this
Trust Agreement) shall consent to the action in writing.

     SECTION 6.7.     Record Date for Voting and Other Purposes.

     For the purposes of  determining  the Holders who are entitled to notice of
and to vote at any  meeting  or by written  consent,  or to  participate  in any
distribution  on the Trust  Securities  in respect of which a record date is not
otherwise provided for in this Trust Agreement,  or for the purpose of any other
action,  the  Administrative  Trustees or Property Trustee may from time to time
fix a date, not more than 90 days prior to the date of any meeting of Holders or
the payment of a distribution  or other action,  as the case may be, as a record
date for the  determination  of the  identity  of the Holders of record for such
purposes.

     SECTION 6.8.     Acts of Holders.

     Any request, demand,  authorization,  direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given,  made or
taken by Holders may be embodied in and evidenced by one or more  instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing;  and, except as otherwise  expressly provided herein, such
action shall become  effective when such instrument or instruments are delivered
to an  Administrative  Trustee.  Such instrument or instruments  (and the action
embodied therein and evidenced  thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments.  Proof of execution
of any such  instrument  or of a  writing  appointing  any such  agent  shall be
sufficient for any purpose of this Trust  Agreement and (subject to Section 8.1)
conclusive in favor of the Issuer  Trustees,  if made in the manner  provided in
this Section.

     The fact and date of the execution by any Person of any such  instrument or
writing may be proved by the  affidavit  of a witness of such  execution or by a
certificate  of a notary  public  or  other  officer  authorized  by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a  signer  acting  in a  capacity  other  than  his  individual  capacity,  such
certificate  or  affidavit  shall  also  constitute   sufficient  proof  of  his
authority. The fact and date of the execution of any such instrument or writing,
or the  authority of the Person  executing  the same,  may also be proved in any
other manner that any Issuer Trustee receiving the same deems sufficient.

     The  ownership  of Trust  Securities  shall  be  proved  by the  Securities
Register.

     Any request, demand,  authorization,  direction, notice, consent, waiver or
other Act of the Holder of any Trust  Security shall bind every future Holder of
the same Trust Security and the Holder of every Trust  Security  issued upon the
registration of transfer  thereof or in exchange  therefor or in lieu thereof in
respect of anything done,  omitted or suffered to be done by the Issuer Trustees
or the Issuer Trust in reliance thereon,  whether or not notation of such action
is made upon such Trust Security.

     Without  limiting the foregoing,  a Holder  entitled  hereunder to take any
action  hereunder  with regard to any  particular  Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or by
one or more  duly  appointed  agents  each of which may do so  pursuant  to such
appointment with regard to all or any part of such Liquidation Amount.

     If any dispute  shall arise among the Holders or the Issuer  Trustees  with
respect to the authenticity,  validity or binding nature of any request, demand,
authorization,  direction, consent, waiver or other Act of such Holder or Issuer
Trustee  under this  Article  VI, then the  determination  of such matter by the
Property Trustee shall be conclusive with respect to such matter.

     SECTION 6.9.     Inspection of Records.

     Upon  reasonable  notice to the  Administrative  Trustees  and the Property
Trustee,  the records of the Issuer Trust shall be open to inspection by Holders
during normal business hours for any purpose reasonably related to such Holder's
interest as a Holder.

                          ARTICLE VII

                   REPRESENTATIONS AND WARRANTIES

     SECTION 7.1.     Representations and Warranties of the Property
Trustee and the Delaware Trustee.

     The Property Trustee and the Delaware Trustee,  each severally on behalf of
and as to  itself,  hereby  represents  and  warrants  for  the  benefit  of the
Depositor and the Holders that:

     (a) the Property Trustee is a corporation, duly organized, validly existing
and in good standing under the laws of the State of New York;

     (b) the Property  Trustee has full  corporate  power,  authority  and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all  necessary  action to authorize  the  execution,  delivery and
performance by it of this Trust Agreement;

     (c)     the Delaware Trustee is a Delaware banking corporation;

     (d) the Delaware  Trustee has full  corporate  power,  authority  and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all  necessary  action to authorize  the  execution,  delivery and
performance by it of this Trust Agreement;

     (e) this Trust Agreement has been duly  authorized,  executed and delivered
by the Property  Trustee and the Delaware  Trustee and constitutes the valid and
legally  binding  agreement  of each of the  Property  Trustee and the  Delaware
Trustee enforceable  against each of them in accordance with its terms,  subject
to bankruptcy, insolvency, fraudulent transfer,  reorganization,  moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles;

     (f) the execution,  delivery and  performance  of this Trust  Agreement has
been duly  authorized by all necessary  corporate or other action on the part of
the Property  Trustee and the Delaware Trustee and does not require any approval
of  stockholders  of the  Property  Trustee  or the  Delaware  Trustee  and such
execution,  delivery and performance will not (i) violate the Charter or By-laws
of the Property Trustee or the Delaware Trustee,  (ii) violate any provision of,
or  constitute,  with or without  notice or lapse of time, a default  under,  or
result in the creation or imposition of, any Lien on any properties  included in
the Trust  Property  pursuant to the  provisions  of, any  indenture,  mortgage,
credit agreement, license or other agreement or instrument to which the Property
Trustee  or the  Delaware  Trustee  is a party  or by which it is bound or (iii)
violate any law,  governmental  rule or  regulation  of the United States or the
State of Delaware,  as the case may be, governing the banking,  trust or general
powers of the  Property  Trustee or the  Delaware  Trustee  (as  appropriate  in
context) or any order,  judgment or decree applicable to the Property Trustee or
the Delaware Trustee;

     (g)  neither the  authorization,  execution  or  delivery  by the  Property
Trustee or the Delaware  Trustee of this Trust Agreement nor the consummation of
any of the  transactions  by the Property  Trustee or the  Delaware  Trustee (as
appropriate in context) contemplated herein requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other action
with respect to any  governmental  authority or agency under any existing law of
the United  States or the State of  Delaware  governing  the  banking,  trust or
general powers of the Property Trustee or the Delaware Trustee,  as the case may
be; and

     (h)  there  are no  proceedings  pending  or,  to the  best  of each of the
Property Trustee's and the Delaware Trustee's  knowledge,  threatened against or
affecting  the Property  Trustee or the Delaware  Trustee in any court or before
any  governmental  authority,  agency or  arbitration  board or  tribunal  that,
individually  or in the aggregate,  would  materially  and adversely  affect the
Issuer Trust or would  question the right,  power and  authority of the Property
Trustee or the  Delaware  Trustee,  as the case may be, to enter into or perform
its obligations as one of the Issuer Trustees under this Trust Agreement.

     SECTION 7.2.     Representations and Warranties of Depositor.

     The Depositor hereby represents and warrants for the benefit of the Holders
that:

     (a) the Trust Securities  Certificates issued on behalf of the Issuer Trust
have been duly authorized and will have been duly and validly  executed,  issued
and delivered by the Issuer  Trustees  pursuant to the terms and  provisions of,
and in accordance with the requirements of, this Trust Agreement and the Holders
will be, as of each such date, entitled to the benefits of this Trust Agreement;
and

     (b) there are no taxes, fees or other  governmental  charges payable by the
Issuer  Trust (or the Issuer  Trustees on behalf of the Issuer  Trust) under the
laws of the State of Delaware or any political subdivision thereof in connection
with the  execution,  delivery and  performance  by the Property  Trustee or the
Delaware Trustee, as the case may be, of this Trust Agreement.

                          ARTICLE VIII

                      THE ISSUER TRUSTEES

     SECTION 8.1.     Certain Duties and Responsibilities.

     (a) The duties and  responsibilities  of the  Issuer  Trustees  shall be as
provided by this Trust  Agreement and, in the case of the Property  Trustee,  by
the Trust  Indenture Act.  Notwithstanding  the foregoing,  no provision of this
Trust  Agreement  shall require any of the Issuer Trustees 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
it shall have  reasonable  grounds for believing that repayment of such funds or
adequate  indemnity against such risk or liability is not reasonably  assured to
it. Whether or not therein expressly so provided,  every provision of this Trust
Agreement  relating to the conduct or  affecting  the  liability of or affording
protection  to the Issuer  Trustees  shall be subject to the  provisions of this
Section 8.1.  Nothing in this Trust  Agreement  shall be construed to release an
Administrative  Trustee  from  liability  for his or her own  grossly  negligent
action,  his or her own  negligent  failure  to act,  or his or her own  willful
misconduct.  To the extent  that,  at law or in equity,  an Issuer  Trustee  has
duties and  liabilities  relating to the Issuer  Trust or to the  Holders,  such
Issuer Trustee shall not be liable to the Issuer Trust or to any Holder for such
Issuer  Trustee's good faith reliance on the provisions of this Trust Agreement.
The  provisions  of this Trust  Agreement,  to the extent that they restrict the
duties and  liabilities of the Issuer Trustees  otherwise  existing at law or in
equity, are agreed by the Depositor and the Holders to replace such other duties
and liabilities of the Issuer Trustees.

     (b) All payments made by the Property  Trustee or a Paying Agent in respect
of the Trust  Securities  shall be made only from the revenue and proceeds  from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust  Property to enable the Property  Trustee or a Paying
Agent to make payments in accordance with the terms hereof.  Each Holder, by its
acceptance of a Trust  Security,  agrees that it will look solely to the revenue
and  proceeds  from the Trust  Property  to the  extent  legally  available  for
distribution  to it as herein  provided  and that the  Issuer  Trustees  are not
personally  liable to it for any  amount  distributable  in respect of any Trust
Security  or for any other  liability  in  respect of any Trust  Security.  This
Section 8.1(b) does not limit the liability of the Issuer Trustees expressly set
forth elsewhere in this Trust Agreement or, in the case of the Property Trustee,
in the Trust Indenture Act.

     (c) The Property Trustee, before the occurrence of any Event of Default and
after  the  curing  of all  Events  of  Default  that may have  occurred,  shall
undertake  to perform  only such  duties as are  specifically  set forth in this
Trust Agreement  (including pursuant to Section 10.10), and no implied covenants
shall be read into this Trust  Agreement  against the  Property  Trustee.  If an
Event of Default  has  occurred  (that has not been cured or waived  pursuant to
Section 5.13, the Property  Trustee shall exercise such of the rights and powers
vested in it by this Trust Agreement,  and use the same degree of care and skill
in its exercise  thereof,  as a prudent  person would  exercise or use under the
circumstances in the conduct of his or her own affairs.

     (d) No provision of this Trust  Agreement shall be construed to relieve the
Property  Trustee or the Delaware  Trustee from  liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct,  except
that:


<PAGE>



    (i)     prior to the occurrence of any Event of Default and after the curing
            or waiving of all such Events of Default that may have occurred:

            (A)     the duties and obligations of the Property  Trustee shall be
                    determined  solely by the express  provisions  of this Trust
                    Agreement  (including  pursuant to Section  10.10),  and the
                    Property   Trustee  shall  not  be  liable  except  for  the
                    performance   of  such   duties  and   obligations   as  are
                    specifically  set forth in this Trust  Agreement  (including
                    pursuant to Section 10.10); and

            (B)     in the absence of bad faith on the part of the
                    Property Trustee, the Property 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 Property Trustee and conforming
                    to the requirements of this Trust Agreement; but in the
                    case of any such certificates or opinions that by any
                    provision hereof or of the Trust Indenture Act are
                    specifically required to be furnished to the Property
                    Trustee, the Property Trustee shall be under a duty to
                    examine the same to determine whether or not they conform
                    to the requirements of this Trust Agreement.

     (ii)     the Property Trustee shall not be liable for any error of judgment
              made  in good  faith  by an  authorized  officer  of the  Property
              Trustee,  unless it shall be proved that the Property  Trustee was
              negligent in ascertaining the pertinent facts;

   (iii)     the Property 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 at
             least a Majority in Liquidation Amount of the Trust Preferred
             Securities relating to the time, method and place of conducting
             any proceeding for any remedy available to the Property Trustee,
             or exercising any trust or power conferred upon the Property
             Trustee under this Trust Agreement;

    (iv)     the Property Trustee's sole duty with respect to the custody,  safe
             keeping and physical preservation of the Debentures and the Payment
             Account shall be to deal with such property in a similar  manner as
             the  Property  Trustee  deals  with  similar  property  for its own
             account,  subject to the  protections  and limitations on liability
             afforded to the Property Trustee under this Trust Agreement and the
             Trust Indenture Act;

     (v)     the  Property  Trustee  shall not be liable for any interest on any
             money  received  by it except as it may  otherwise  agree  with the
             Depositor;  and  money  held by the  Property  Trustee  need not be
             segregated  from other  funds held by it except in  relation to the
             Payment  Account  maintained  by the Property  Trustee  pursuant to
             Section 3.1 and except to the extent otherwise required by law;

    (vi)     the Property  Trustee shall not be  responsible  for monitoring the
             compliance by the  Administrative  Trustees or the  Depositor  with
             their respective  duties under this Trust Agreement,  nor shall the
             Property  Trustee be liable for the  default or  misconduct  of any
             other Issuer Trustee or the Depositor; and

   (vii)     No provision of this Trust Agreement shall
             require  the  Property  Trustee  to expend or risk its own funds or
             otherwise incur personal financial  liability in the performance of
             any of  its  duties  or in the  exercise  of any of its  rights  or
             powers,  if the Property Trustee shall have reasonable  grounds for
             believing  that the  repayment  of such funds or  liability  is not
             reasonably assured to it under the terms of this Trust Agreement or
             adequate indemnity against such risk or liability is not reasonably
             assured to it.

     (e) The Administrative Trustees shall not be responsible for monitoring the
compliance by the other Issuer  Trustees or the Depositor with their  respective
duties under this Trust Agreement,  nor shall either  Administrative  Trustee be
liable for the default or misconduct of any other  Administrative  Trustee,  the
other Issuer Trustees or the Depositor.

     SECTION 8.2.     Certain Notices.

     Within  five  Business  Days after the  occurrence  of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit,  in
the manner and to the extent  provided in Section 10.8,  notice of such Event of
Default to the Holders,  the Administrative  Trustees and the Depositor,  unless
such Event of Default shall have been cured or waived.

     Within five  Business  Days after the receipt of notice of the  Depositor's
exercise  of its  right to defer  the  payment  of  interest  on the  Debentures
pursuant to the Indenture,  the Administrative  Trustees shall transmit,  in the
manner and to the extent  provided in Section  10.8,  notice of such exercise to
the Holders, unless such exercise shall have been revoked.

     The Property  Trustee shall not be deemed to have knowledge of any Event of
Default  unless the Property  Trustee  shall have received  written  notice or a
Responsible  Officer of the Property Trustee charged with the  administration of
this Trust  Agreement  shall have  obtained  actual  knowledge  of such Event of
Default.

     SECTION 8.3.     Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

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

     (b) if (i) in performing its duties under this Trust Agreement the Property
Trustee is required to decide  between  alternative  courses of action,  (ii) in
construing  any of the provisions of this Trust  Agreement the Property  Trustee
finds the same ambiguous or  inconsistent  with any other  provisions  contained
herein or (iii)  the  Property  Trustee  is  unsure  of the  application  of any
provision of this Trust Agreement, then, except as to any matter as to which the
Holders of the Trust  Preferred  Securities are entitled to vote under the terms
of this Trust  Agreement,  the Property  Trustee  shall  deliver a notice to the
Depositor  requesting the  Depositor's  opinion as to the course of action to be
taken and the Property  Trustee  shall take such action,  or refrain from taking
such action,  as the Property Trustee shall be instructed in writing to take, or
to  refrain  from  taking,  by the  Depositor;  provided,  however,  that if the
Property Trustee does not receive such  instructions of the Depositor within ten
Business Days after it has delivered  such notice,  or such  reasonably  shorter
period of time set forth in such notice (which to the extent  practicable  shall
not be less than two Business Days), it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Trust Agreement as
it shall deem advisable and in the best interests of the Holders, in which event
the  Property  Trustee  shall  have no  liability  except for its own bad faith,
negligence or willful misconduct;

     (c)     any direction or act of the Depositor contemplated by
this Trust Agreement shall be sufficiently evidenced by an Officers'
Certificate;

     (d) any direction or act of an Administrative  Trustee contemplated by this
Trust  Agreement shall be  sufficiently  evidenced by a certificate  executed by
such Administrative Trustee and setting forth such direction or act;

     (e) the Property Trustee shall have no duty to see to any recording, filing
or  registration  of any  instrument  (including  any financing or  continuation
statement  or any  filing  under  tax or  securities  laws) or any  rerecording,
refiling or re-registration thereof;

     (f) the Property  Trustee may consult with counsel of its selection  (which
counsel  may be  counsel  to the  Depositor  or any of its  Affiliates,  and may
include any of its  employees)  and the advice of such counsel shall be full and
complete  authorization and protection in respect of any action taken,  suffered
or  omitted  by it  hereunder  in good  faith  and in  reliance  thereon  and in
accordance  with such advice;  the Property  Trustee shall have the right at any
time to seek instructions  concerning the administration of this Trust Agreement
from any court of competent jurisdiction;

     (g) the Property  Trustee  shall be under no  obligation to exercise any of
the rights or powers  vested in it by this  Trust  Agreement  at the  request or
direction of any of the Holders  pursuant to this Trust  Agreement,  unless such
Holders  shall have  offered to the  Property  Trustee  reasonable  security  or
indemnity against the costs,  expenses and liabilities that might be incurred by
it in  compliance  with  such  request  or  direction;  provided  that,  nothing
contained in this Section 8.3(g) shall be taken to relieve the Property Trustee,
upon the  occurrence of an Event of Default,  of its  obligation to exercise the
rights and powers vested in it by this Trust Agreement;

     (h) the Property 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,  consent, order, approval, bond,
debenture,  note or other evidence of  indebtedness  or other paper or document,
unless  requested in writing to do so by one or more  Holders,  but the Property
Trustee  may make such  further  inquiry  or  investigation  into such  facts or
matters as it may see fit;

     (i) the Property  Trustee may execute any of the trusts or powers hereunder
or perform any duties  hereunder  either directly or by or through its agents or
attorneys,  provided that the Property  Trustee shall be responsible for its own
negligence  or  misconduct  with  respect to  selection of any agent or attorney
appointed by it hereunder;

     (j) whenever in the  administration  of this Trust  Agreement  the Property
Trustee  shall  deem it  desirable  to  receive  instructions  with  respect  to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request  instructions  from the Holders (which  instructions may
only be given by the Holders of the same proportion in Liquidation Amount of the
Trust  Securities as would be entitled to direct the Property  Trustee under the
terms of the Trust Securities in respect of such remedy, right or action),  (ii)
may refrain  from  enforcing  such  remedy or right or taking such other  action
until such  instructions  are received and (iii) shall be protected in acting in
accordance with such instructions; and

     (k) except as otherwise  expressly  provided by this Trust  Agreement,  the
Property  Trustee  shall not be under any  obligation to take any action that is
discretionary under the provisions of this Trust Agreement.

     No provision of this Trust  Agreement shall be deemed to impose any duty or
obligation  on any Issuer  Trustee to perform  any act or acts or  exercise  any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal or in which such  Person  shall be  unqualified  or
incompetent in accordance  with  applicable law, to perform any such act or acts
or to exercise any such right, power, duty or obligation. No permissive power or
authority available to any Issuer Trustee shall be construed to be a duty.

     SECTION 8.4.     Not Responsible for Recitals or Issuance of
Securities.

     The  recitals  contained  herein and in the Trust  Securities  Certificates
shall be taken as the statements of the Issuer Trust and the Depositor,  and the
Issuer  Trustees do not assume any  responsibility  for their  correctness.  The
Issuer  Trustees  shall not be  accountable  for the use or  application  by the
Depositor of the proceeds of the Debentures.

     The  Property  Trustee  may  conclusively  assume that any funds held by it
hereunder  are  legally  available  unless an  officer of the  Property  Trustee
assigned to its Corporate Trust  Administration  department  shall have received
written notice from the  Depositor,  any Holder or any other Issuer Trustee that
such funds are not legally available.

     SECTION 8.5.     May Hold Securities.

     Any Issuer  Trustee or any other agent of any Issuer  Trustee or the Issuer
Trust, in its individual or any other capacity,  may become the owner or pledgee
of Trust Securities and, subject to Sections 8.8 and 8.13 and except as provided
in the  definition of the term  "Outstanding"  in Article I, may otherwise  deal
with the  Issuer  Trust  with the same  rights  it would  have if it were not an
Issuer Trustee or such other agent.
     SECTION 8.6.     Compensation; Indemnity; Fees.

     The Depositor agrees:

     (a) to pay to the Issuer  Trustees from time to time such  compensation  as
the  parties  shall  agree from time to time for all  services  rendered by them
hereunder as may be agreed by the Depositor and the Issuer Trustees from time to
time (which  compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust);

(b) except as otherwise  expressly  provided  herein,  to  reimburse  the Issuer
Trustees upon request for all reasonable  expenses,  disbursements  and advances
incurred or made by the Issuer Trustees in accordance with any provision of this
Trust  Agreement  (including  the reasonable  compensation  and the expenses and
disbursements   of  their  agents  and   counsel),   except  any  such  expense,
disbursement or advance as may be attributable to their negligence, bad faith or
willful misconduct; and

     (c) to the fullest  extent  permitted by  applicable  law, to indemnify and
hold harmless (i) each Issuer Trustee, (ii) any Affiliate of any Issuer Trustee,
(iii) any officer, director, shareholder,  employee,  representative or agent of
any Issuer Trustee and (iv) any employee or agent of the Issuer Trust  (referred
to  herein as an  "Indemnified  Person")  from and  against  any  loss,  damage,
liability,  tax,  penalty,  expense  or claim of any kind or  nature  whatsoever
incurred by such  Indemnified  Person by reason of the  creation,  operation  or
termination  of the Issuer Trust or any act or omission  performed or omitted by
such  Indemnified  Person  on  behalf  of  the  Issuer  Trust,  except  that  no
Indemnified  Person shall be entitled to be  indemnified in respect of any loss,
damage or claim incurred by such Indemnified Person by reason of negligence, bad
faith or willful misconduct with respect to such acts or omissions.

     The  provisions of this Section 8.6 shall survive the  termination  of this
Trust Agreement and the removal or resignation of any Issuer Trustee.


<PAGE>



     No Issuer  Trustee may claim any Lien on any Trust  Property as a result of
any amount due pursuant to this Section 8.6.

     SECTION 8.7.     Corporate Property Trustee Required; Eligibility
of Issuer Trustees.

     (a) There shall at all times be a Property  Trustee  hereunder with respect
to the  Trust  Securities.  The  Property  Trustee  shall be a Person  that is a
national or state  chartered  bank and  eligible  pursuant to Section 310 of the
Trust  Indenture Act to act as such and that has a combined  capital and surplus
of at least  $50,000,000.  If any such Person publishes  reports of condition at
least  annually,  pursuant to law or to the  requirements  of its supervising or
examining  authority,  then for the  purposes of this  Section and to the extent
permitted by the Trust  Indenture Act, the combined  capital and surplus of such
Person  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 the Property
Trustee  with  respect to the Trust  Securities  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.  At the
time of appointment,  the Property  Trustee must have securities rated in one of
the three  highest  rating  categories  by a nationally  recognized  statistical
rating organization.

     (b)  There  shall  at all  times  be one or  more  Administrative  Trustees
hereunder  with respect to the Trust  Securities.  Each  Administrative  Trustee
shall be  either  a  natural  person  who is at least 21 years of age or a legal
entity  that  shall act  through  one or more  persons  authorized  to bind that
entity.

     (c) There  shall at all times be a  Delaware  Trustee  with  respect to the
Trust Securities.  The Delaware Trustee shall either be (i) a natural person who
is at least 21 years of age and a resident of the State of  Delaware,  or (ii) a
legal entity with its  principal  place of business in the State of Delaware and
that otherwise meets the requirements of applicable  Delaware law and that shall
act through one or more persons authorized to bind such entity.

     SECTION 8.8.     Conflicting Interests.

     (a) If the Property  Trustee has or shall  acquire a  conflicting  interest
within the meaning of the Trust Indenture Act, the Property 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  Trust
Agreement.

     (b) The  Guarantee  Agreement  and the  Indenture  shall  be  deemed  to be
specifically described in this Trust Agreement for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.

     SECTION 8.9.     Co-Trustees and Separate Trustee.

     Unless an Event of Default  shall have occurred and be  continuing,  at any
time or times,  for the purpose of meeting the legal  requirements  of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Depositor and the Administrative Trustees, by agreed
action of the majority of such Trustees,  shall have power to appoint,  and upon
the written request of the Administrative Trustees, the Depositor shall for such
purpose join with the  Administrative  Trustees in the  execution,  delivery and
performance of all  instruments  and agreements  necessary or proper to appoint,
one  or  more  Persons  approved  by  the  Property  Trustee  either  to  act as
co-trustee,  jointly with the Property Trustee, of all or any part of such Trust
Property,  or to the extent  required by law to act as  separate  trustee of any
such  property,  in  either  case with such  powers  as may be  provided  in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid,  any property,  title,  right or power deemed necessary or desirable,
subject to the other  provisions  of this  Section.  Any  co-trustee or separate
trustee appointed  pursuant to this Section shall either be (i) a natural person
who is at least 21 years of age and a resident of the United  States,  or (ii) a
legal  entity with its  principal  place of  business in the United  States that
shall act through one or more persons authorized to bind such entity. In case an
Event of Default under the Indenture shall have occurred and be continuing,  the
Property Trustee alone shall have the power to make such appointment.

     Should  any  written  instrument  from the  Depositor  be  required  by any
co-trustee or separate  trustee so appointed  for more fully  confirming to such
co-trustee or separate trustee such property, title, right or power, any and all
such instruments shall, on request,  be executed,  acknowledged and delivered by
the Depositor.

     Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following terms, namely:

     (a) The Trust  Securities  shall be executed by one or more  Administrative
Trustees and delivered by the Property  Trustee and all rights,  powers,  duties
and  obligations  hereunder  in respect of the custody of  securities,  cash and
other  personal  property  held by, or required to be deposited or pledged with,
the  Property  Trustee  specified  hereunder  shall be  exercised  solely by the
Property Trustee and not by such co-trustee or separate trustee.

     (b) The rights,  powers, duties and obligations hereby conferred or imposed
upon the Property Trustee in respect of any property covered by such appointment
shall be conferred  or imposed  upon and  exercised or performed by the Property
Trustee or by the  Property  Trustee and such  co-trustee  or  separate  trustee
jointly,  as shall be provided in the instrument  appointing  such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in
which any  particular  act is to be  performed,  the Property  Trustee  shall be
incompetent  or  unqualified  to perform  such act, in which event such  rights,
powers,  duties  and  obligations  shall  be  exercised  and  performed  by such
co-trustee or separate trustee.

     (c) The Property  Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any  co-trustee or separate  trustee  appointed  under this Section
and, in case a Debenture  Event of Default has occurred and is  continuing,  the
Property  Trustee shall have power to accept the resignation of, or remove,  any
such  co-trustee or separate  trustee  without the concurrence of the Depositor.
Upon the written request of the Property Trustee,  the Depositor shall join with
the  Property  Trustee  in  the  execution,  delivery  and  performance  of  all
instruments and agreements necessary or proper to effectuate such resignation or
removal.  A successor  to any  co-trustee  or separate  trustee so  resigning or
removed may be appointed in the manner provided in this Section.

     (d) No co-trustee or separate trustee  hereunder shall be personally liable
by reason of any act or omission of the  Property  Trustee or any other  trustee
hereunder.

     (e) The  Property  Trustee  shall  not be  liable by reason of any act of a
co-trustee or separate trustee.

     (f) Any Act of Holders delivered to the Property Trustee shall be deemed to
have been delivered to each such co-trustee and separate trustee.

     SECTION 8.10.     Resignation and Removal; Appointment of
Successor.

     No resignation  or removal of any Issuer  Trustee (the "Relevant  Trustee")
and no appointment of a successor  Issuer Trustee pursuant to this Article shall
become  effective  until the acceptance of  appointment by the successor  Issuer
Trustee in accordance with the applicable requirements of Section 8.11.

     Subject to the immediately  preceding  paragraph,  the Relevant Trustee may
resign at any time by giving  written  notice  thereof  to the  Holders.  If the
instrument of acceptance by the successor Trustee required by Section 8.11 shall
not have been delivered to the Relevant  Trustee within 30 days after the giving
of such notice of resignation, the Relevant Trustee may petition, at the expense
of the Trust,  any court of  competent  jurisdiction  for the  appointment  of a
successor Relevant Trustee.

     Unless a Debenture  Event of Default shall have occurred and be continuing,
any Issuer  Trustee  may be removed at any time by Act of the  Holders of Common
Securities.  If a  Debenture  Event  of  Default  shall  have  occurred  and  be
continuing,  the Property Trustee or the Delaware Trustee,  or both of them, may
be removed  at such time by Act of the  Holders  of a  majority  in  Liquidation
Amount of the Trust Preferred Securities,  delivered to the Relevant Trustee (in
its individual  capacity and on behalf of the Trust). An Administrative  Trustee
may be removed by the Holders of Common Securities at any time. In no event will
the Holders of the Trust  Preferred  Securities have a right to vote to appoint,
remove or replace the Administrative Trustees.

     If any Issuer  Trustee  shall  resign,  be removed or become  incapable  of
acting  as Issuer  Trustee,  or if a vacancy  shall  occur in the  office of any
Issuer  Trustee for any  reason,  at a time when no  Debenture  Event of Default
shall have occurred and be continuing,  the Holders of Common Securities, by Act
of the Holders of Common  Securities,  shall promptly appoint a successor Issuer
Trustee or Issuer Trustees and the retiring Issuer Trustee shall comply with the
applicable requirements of Section 8.11. If the Property Trustee or the Delaware
Trustee shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware  Trustee,  as the case may be, at a time when a
Debenture Event of Default shall have occurred and be continuing, the Holders of
Trust Preferred  Securities,  by Act of the Holders of a majority in Liquidation
Amount  of the Trust  Preferred  Securities  then  Outstanding,  shall  promptly
appoint a successor  Relevant  Trustee or Trustees  and such  successor  Trustee
shall  comply  with  the  applicable   requirements   of  Section  8.11.  If  an
Administrative Trustee shall resign, be removed or become incapable of acting as
Administrative  Trustee,  at a time when a Debenture Event of Default shall have
occurred  and be  continuing,  the  Holders of Common  Securities  by Act of the
Holders of Common  Securities shall promptly appoint a successor  Administrative
Trustee or Administrative Trustees and such successor  Administrative Trustee or
Trustees  shall comply with the applicable  requirements  of Section 8.11. If no
successor Relevant Trustee shall have been so appointed by the Holders of Common
Securities or the Holders of Trust Preferred Securities and accepted appointment
in the  manner  required  by Section  8.11,  any Holder who has been a Holder of
Trust  Securities  for at least six months  may,  on behalf of  himself  and all
others similarly situated,  petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

     The Property Trustee shall give notice of each resignation and each removal
of an Issuer Trustee and each  appointment of a successor  Issuer Trustee to all
Holders in the manner  provided  in  Section  10.8 and shall give  notice to the
Depositor.  Each notice shall include the name of the successor Relevant Trustee
and the address of its Corporate Trust Office if it is the Property Trustee.

     Notwithstanding  the  foregoing  or  any  other  provision  of  this  Trust
Agreement,  in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes,  in the opinion of the Depositor,  incompetent
or incapacitated,  the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of the remaining  Administrative Trustees
if there are at least two of them or (b)  otherwise by the  Depositor  (with the
successor in each case being a Person who satisfies the eligibility  requirement
for Administrative  Trustees or Delaware Trustee,  as the case may be, set forth
in Section 8.7).

     SECTION 8.11.     Acceptance of Appointment by Successor.

     In case of the appointment  hereunder of a successor Relevant Trustee,  the
retiring  Relevant  Trustee and each successor  Relevant Trustee with respect to
the Trust  Securities shall execute and deliver an amendment hereto wherein each
successor  Relevant  Trustee shall accept such  appointment  and which (a) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm  to, and to vest in,  each  successor  Relevant  Trustee all the rights,
powers,  trusts and duties of the retiring  Relevant Trustee with respect to the
Trust  Securities and the Issuer Trust and (b) shall add to or change any of the
provisions  of this Trust  Agreement  as shall be  necessary  to provide  for or
facilitate  the  administration  of the Issuer  Trust by more than one  Relevant
Trustee,  it being  understood  that nothing herein or in such  amendment  shall
constitute  such  Relevant  Trustees  co-trustees  and  upon the  execution  and
delivery of such amendment the  resignation or removal of the retiring  Relevant
Trustee  shall  become  effective to the extent  provided  therein and each such
successor Relevant Trustee,  without any further act, deed or conveyance,  shall
become  vested with all the rights,  powers,  trusts and duties of the  retiring
Relevant Trustee;  but, on request of the Issuer Trust or any successor Relevant
Trustee such retiring  Relevant Trustee shall duly assign,  transfer and deliver
to such successor Relevant Trustee all Trust Property,  all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Issuer Trust.

     Upon request of any such successor Relevant Trustee, the Issuer Trust shall
execute  any and all  instruments  for more fully and  certainly  vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

     No successor  Relevant  Trustee shall accept its appointment  unless at the
time of such acceptance such successor  Relevant  Trustee shall be qualified and
eligible under this Article.

     SECTION 8.12.     Merger, Conversion, Consolidation or Succession
to Business.

     Any Person into which the Property  Trustee,  the  Delaware  Trustee or any
Administrative  Trustee that is not a natural  Person may be merged or converted
or with which it may be  consolidated,  or any Person resulting from any merger,
conversion or  consolidation to which such Relevant Trustee shall be a party, or
any Person  succeeding to all or substantially  all the corporate trust business
of such  Relevant  Trustee,  shall be the  successor  of such  Relevant  Trustee
hereunder,  provided that such Person shall be otherwise  qualified and eligible
under this Article,  without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

     SECTION 8.13.  Preferential Collection of Claims Against
Depositor or Issuer Trust.

     If and when the  Property  Trustee  shall  be or shall  become a  creditor,
directly or  indirectly,  secured or  unsecured,  of the Depositor or the Issuer
Trust (or any other obligor upon the Trust Preferred  Securities),  the Property
Trustee shall be subject to the provisions of Section 311 of the Trust Indenture
Act regarding the collection of claims against the Depositor or the Issuer Trust
(or any such other obligor).

     SECTION 8.14.     Property Trustee May File Proofs of Claim.

     In  case  of  any  receivership,   insolvency,   liquidation,   bankruptcy,
reorganization,  arrangement,  adjustment, composition or other similar judicial
proceeding  relative  to the Issuer  Trust or any other  obligor  upon the Trust
Securities or the property of the Issuer Trust or of such other obligor or their
creditors,  the Property Trustee  (irrespective of whether any  Distributions on
the Trust  Securities  shall then be due and payable and irrespective of whether
the  Property  Trustee  shall have made any  demand on the Issuer  Trust for the
payment of any past due Distributions)  shall be entitled and empowered,  to the
fullest  extent  permitted  by  law,  by  intervention  in  such  proceeding  or
otherwise:

     (a) to file and  prove a claim for the  whole  amount of any  Distributions
owing and  unpaid in  respect  of the Trust  Securities  and to file such  other
papers or documents as may be necessary or advisable in order to have the claims
of the Property  Trustee  (including any claim for the reasonable  compensation,
expenses,  disbursements  and advances of the Property  Trustee,  its agents and
counsel) and of the Holders allowed in such judicial proceeding, and

     (b) to  collect  and  receive  any  moneys  or other  property  payable  or
deliverable on any such claims and to distribute the same;

and any custodian,  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 Property  Trustee and, in the event the
Property  Trustee shall  consent to the making of such payments  directly to the
Holders,  to pay to the  Property  Trustee any amount due it for the  reasonable
compensation,  expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

     Nothing herein  contained shall be deemed to authorize the Property Trustee
to  authorize  or consent to or accept or adopt on behalf of any Holder any plan
of reorganization,  arrangement,  adjustment or compensation affecting the Trust
Securities  or the rights of any Holder  thereof or to  authorize  the  Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

     SECTION 8.15.     Reports by Property Trustee.

     (a) Not later than  January 31 of each year,  the  Property  Trustee  shall
transmit to all Holders in  accordance  with Section 10.8 and to the Depositor a
brief report dated as of the immediately preceding December 31 with respect to:

     (i)     its  eligibility  under Section 8.7 or, in lieu thereof,  if to the
             best of its  knowledge it has  continued to be eligible  under said
             Section, a written statement to such effect;

    (ii)     a statement that the Property  Trustee has complied with all of its
             obligations  under this Trust Agreement  during the 12-month period
             (or,  in the case of the  initial  report,  the  period  since  the
             Closing  Date)  ending with such  December  31 or, if the  Property
             Trustee  has  not  complied  in  any  material  respect  with  such
             obligations, a description of such noncompliance; and

   (iii)     any change in the property and funds in its
             possession  as Property  Trustee  since the date of its last report
             and any action taken by the Property  Trustee in the performance of
             its duties hereunder which it has not previously reported and which
             in its opinion materially affects the Trust Securities.

     (b) In addition the Property Trustee shall transmit to Holders such reports
concerning  the Property  Trustee and its actions under this Trust  Agreement as
may be  required  pursuant  to the Trust  Indenture  Act at the times and in the
manner provided pursuant thereto.

     (c) A copy of each such report shall,  at the time of such  transmission to
Holders, be filed by the Property Trustee with each national stock exchange, the
Nasdaq  National  Market  or  such  other   interdealer   quotation   system  or
self-regulatory  organization  upon  which the Trust  Securities  are  listed or
traded, with the Commission and with the Depositor.

     SECTION 8.16.     Reports to the Property Trustee.

     Each of the Depositor and the Administrative  Trustees shall provide to the
Property  Trustee,  the Commission and the Holders such  documents,  reports and
information  as required by Section 314 of the Trust  Indenture Act (if any) and
the compliance certificate required by Section 314(a) of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act. The Depositor and the Administrative Trustees shall annually file
with the Property  Trustee a  certificate  specifying  whether such Person is in
compliance  with  all of the  terms  and  covenants  applicable  to such  Person
hereunder.

     SECTION 8.17.     Evidence of Compliance with Conditions
Precedent.

     Each of the Depositor and the Administrative  Trustees shall provide to the
Property Trustee such evidence of compliance with the conditions  precedent,  if
any,  provided for in this Trust Agreement that relate to any of the matters set
forth in Section 314(c) of the Trust  Indenture Act. Any  certificate or opinion
required to be given by an officer  pursuant to Section  314(c)(1)  of the Trust
Indenture Act shall be given in the form of an Officers' Certificate.

     SECTION 8.18.     Number of Issuer Trustees.

     (a) The number of Issuer Trustees shall be five, provided that the Property
Trustee and the Delaware Trustee may be the same Person.

     (b) If an Issuer  Trustee  ceases to hold office for any reason,  a vacancy
shall occur.  The vacancy  shall be filled with an Issuer  Trustee  appointed in
accordance with Section 8.10.

     (c) The death, resignation,  retirement, removal, bankruptcy,  incompetence
or  incapacity  to perform the duties of an Issuer  Trustee shall not operate to
annul, dissolve or terminate the Issuer Trust.
     SECTION 8.19.     Delegation of Power.

     (a) Any  Administrative  Trustee may, by power of attorney  consistent with
applicable  law,  delegate to any other natural person over the age of 21 his or
her power for the purpose of executing  any  documents  contemplated  in Section
2.7(a), including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

     (b) The  Administrative  Trustees shall have power to delegate from time to
time to such of their  number or to the  Depositor  the doing of such things and
the execution of such instruments  either in the name of the Issuer Trust or the
names of the Administrative Trustees or otherwise as the Administrative Trustees
may deem expedient to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of this Trust Agreement.

     SECTION 8.20.     Appointment of Administrative Trustees.

     (a)  The  Administrative  Trustees  shall  initially  be K.  B.  Marsh,  an
individual,  M. R. Cannon, an individual,  and H. T. Arthur, an individual,  and
their  successors shall be appointed by the Holders of a Majority in Liquidation
Amount of the Common  Securities and may resign or may be removed by the Holders
of a Majority in Liquidation  Amount of the Common  Securities at any time. Upon
any   resignation   or  removal,   the  Depositor   shall  appoint  a  successor
Administrative  Trustee.  Each  Administrative  Trustee  shall sign an agreement
agreeing to comply with the terms of this Trust Agreement.  If at any time there
is no Administrative  Trustee, the Property Trustee or any Holder who has been a
Holder of Trust  Securities  for at least six months may  petition  any court of
competent  jurisdiction  for  the  appointment  of  one or  more  Administrative
Trustees.

     (b)  Whenever  a vacancy  in the number of  Administrative  Trustees  shall
occur,  until such  vacancy is filled by the  appointment  of an  Administrative
Trustee in accordance  with this Section 8.20,  the  Administrative  Trustees in
office,  regardless of their number (and not withstanding any other provision of
this  Agreement),  shall  have  all the  powers  granted  to the  Administrative
Trustees and shall  discharge  all the duties  imposed  upon the  Administrative
Trustees by this Trust Agreement.

     (c)  Notwithstanding  the  foregoing  or any other  provision of this Trust
Agreement,  if any  Administrative  Trustee  who is a  natural  person  dies  or
becomes,  in the opinion of the  Depositor,  incompetent or  incapacitated,  the
vacancy  created by such death,  incompetence or incapacity may be filled by the
unanimous acts of the remaining  Administrative Trustees, if there were at least
two of them prior to such vacancy,  and by the Depositor,  if there were not two
such  Administrative  Trustees  immediately  prior  to such  vacancy  (with  the
successor  being  a  Person  who  satisfies  the  eligibility   requirement  for
Administrative Trustees set forth in Section 8.7).

                           ARTICLE IX

                  DISSOLUTION, LIQUIDATION AND MERGER

     SECTION 9.1.     Dissolution Upon Expiration Date.

     Unless earlier dissolved,  the Issuer Trust shall automatically dissolve on
October 1, 2052 (the "Expiration Date").



<PAGE>


     SECTION 9.2.     Early Dissolution.

     The first to occur of any of the following events is an "Early  Dissolution
Event":

     (a)     the occurrence of a Bankruptcy Event in respect of, or
the dissolution or liquidation of, the Depositor;

     (b) the written  direction to the Property  Trustee from all of the Holders
of the  Common  Securities  at any time to  dissolve  the  Issuer  Trust  and to
distribute  the  Debentures  to  Holders  in  exchange  for the Trust  Preferred
Securities  (which direction is optional and wholly within the discretion of the
Holders of the Common Securities);

     (c)     the redemption of all of the Trust Preferred Securities
in connection with the redemption of all the Debentures;

     (d)     the entry of an order for dissolution of the Issuer Trust
by a court of competent jurisdiction; and

     (e) the expiration of the term as provided in Section 9.1.

     SECTION 9.3.     Termination.

     The respective  obligations and responsibilities of the Issuer Trustees and
the Issuer Trust created and continued hereby shall terminate upon the latest to
occur of the following:  (a) the distribution by the Property Trustee to Holders
of all amounts required to be distributed  hereunder upon the liquidation of the
Issuer Trust pursuant to Section 9.4, or upon the redemption of all of the Trust
Securities  pursuant to Section 4.2; (b) the payment of any expenses owed by the
Issuer  Trust;  and  (c)  the  discharge  of all  administrative  duties  of the
Administrative  Trustees,   including  the  performance  of  any  tax  reporting
obligations with respect to the Issuer Trust or the Holders.

     SECTION 9.4.     Liquidation.

     (a) If an Early  Termination  Event  specified in clause (a), (b) or (d) of
Section  9.2  occurs or upon the  Expiration  Date,  the Issuer  Trust  shall be
liquidated  by the Issuer  Trustees  as  expeditiously  as the  Issuer  Trustees
determine to be possible by distributing,  after  satisfaction of liabilities to
creditors  of the Issuer Trust as provided by  applicable  law, to each Holder a
Like Amount of  Debentures,  subject to Section  9.4(d).  Notice of  liquidation
shall be given by the Property  Trustee by  first-class  mail,  postage  prepaid
mailed not less than 30 nor more than 60 days prior to the  Liquidation  Date to
each  Holder of Trust  Securities  at such  Holder's  address  appearing  in the
Securities Register. All such notices of liquidation shall:

    (i)     state the Liquidation Date;

   (ii)     state that from and after the Liquidation Date, the Trust Securities
            will no longer be deemed to be Outstanding and any Trust  Securities
            Certificates   not  surrendered  for  exchange  will  be  deemed  to
            represent a Like Amount of Debentures; and

  (iii)     provide such  information  with respect to the  procedures  by which
            Holders may exchange Trust  Securities  Certificates for Debentures,
            or if Section 9.4(d) applies receive a Liquidation Distribution,  as
            Administrative   Trustees  or  the  Property   Trustee   shall  deem
            appropriate.

     (b) Except where Section 9.2(c) or 9.4(d)  applies,  in order to effect the
liquidation of the Issuer Trust and  distribution  of the Debentures to Holders,
the Property  Trustee,  either  itself  acting as exchange  agent or through the
appointment of a separate exchange agent, shall establish a record date for such
distribution  (which  shall be not more  than 30 days  prior to the  Liquidation
Date) and,  establish such procedures as it shall deem appropriate to effect the
distribution  of Debentures  in exchange for the  Outstanding  Trust  Securities
Certificates.

     (c) Except where Section 9.2(c) or 9.4(d)  applies,  after the  Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding,  (ii)
certificates  representing a Like Amount of Debentures will be issued to Holders
of Trust  Securities  Certificates,  upon surrender of such  Certificates to the
exchange agent for exchange,  (iii) the Depositor  shall use its best efforts to
have the Debentures  listed on the national stock exchange,  the Nasdaq National
Market   or  on  such   other   exchange,   interdealer   quotation   system  or
self-regulatory  organization as the Trust Preferred Securities are then listed,
(iv) any Trust  Securities  Certificates not so surrendered for exchange will be
deemed to  represent  a Like  Amount of  Debentures  bearing  accrued and unpaid
interest in an amount equal to the accumulated and unpaid  Distributions on such
Trust Securities  Certificates  until such  certificates are so surrendered (and
until such certificates are so surrendered, no payments of interest or principal
will be made to Holders of Trust  Securities  Certificates  with respect to such
Debentures) and (v) all rights of Holders  holding Trust  Securities will cease,
except the right of such Holders to receive  Debentures  upon surrender of Trust
Securities Certificates.

     (d) If,  notwithstanding  the other provisions of this Section 9.4, whether
because of an order for dissolution entered by a court of competent jurisdiction
or otherwise,  distribution  of the Debentures in the manner  provided herein is
determined  by  the  Property  Trustee  not  to be  practical,  or  if an  Early
Termination  Event specified in Section 9.2(c) occurs,  the Trust Property shall
be  liquidated  and the Issuer  Trust  shall be wound-up  or  terminated  by the
Property  Trustee in such manner as the  Property  Trustee  determines.  In such
event, Holders will be entitled to receive out of the assets of the Issuer Trust
available for  distribution  to Holders,  after  satisfaction  of liabilities to
creditors of the Issuer Trust as provided by applicable  law, an amount equal to
the  Liquidation   Amount  per  Trust  Security  plus   accumulated  and  unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution").  If, upon any such winding up or  termination,  the  Liquidation
Distribution  can be paid only in part because the Issuer Trust has insufficient
assets available to pay in full the aggregate  Liquidation  Distribution,  then,
subject to the next succeeding sentence, the amounts payable by the Issuer Trust
on  the  Trust  Securities  shall  be  paid  on a pro  rata  basis  (based  upon
Liquidation  Amounts).  The Holders of the Common Securities will be entitled to
receive  Liquidation  Distributions  upon any such winding-up or termination pro
rata  (determined  as  aforesaid)  with Holders of Trust  Preferred  Securities,
except that,  if a Debenture  Event of Default  specified  in Section  5.1(a) or
5.1(b) of the  Indenture  has occurred and is  continuing,  the Trust  Preferred
Securities  shall have a priority  over the Common  Securities  as  provided  in
Section 4.3.

     SECTION 9.5.     Mergers, Consolidations, Amalgamations  or
Replacements of Issuer Trust.

     The Issuer Trust may not merge with or into, consolidate,  amalgamate or be
replaced  by,  or  convey,   transfer  or  lease  its   properties   and  assets
substantially  as an entirety to any corporation or other body,  except pursuant
to this  Sections  9.4 or 9.5.  At the  request  of the  Holders  of the  Common
Securities,  with the consent of the Administrative  Trustees,  the Issuer Trust
may merge with or into,  consolidate,  amalgamate  or be  replaced by or convey,
transfer or lease its  properties and assets  substantially  as an entirety to a
trust  organized  as such under the laws of any state;  provided,  that (i) such
successor  entity either (a)  expressly  assumes all of the  obligations  of the
Issuer Trust with respect to the Trust  Preferred  Securities or (b) substitutes
for the Trust Preferred  Securities other securities  having  substantially  the
same terms as the Trust Preferred  Securities  (the  "Successor  Securities") so
long as the Successor  Securities  have the same priority as the Trust Preferred
Securities  with  respect  to  distributions   and  payments  upon  liquidation,
redemption and otherwise, (ii) a trustee of such successor entity possessing the
same  powers  and  duties  as the  Property  Trustee  is  appointed  to hold the
Debentures,  (iii)  such  merger,  consolidation,   amalgamation,   replacement,
conveyance,  transfer  or lease  does not cause the Trust  Preferred  Securities
(including  any  Successor  Securities)  to  be  downgraded  by  any  nationally
recognized  statistical  rating  organization which assigns ratings to the Trust
Preferred Securities, (iv) the Successor Securities are listed, or any Successor
Securities  will be listed upon notice of issuance,  on the national  securities
exchange,  the Nasdaq  National  Market or on such other  exchange,  interdealer
quotation  system  or  self-regulatory   organization  as  the  Trust  Preferred
Securities   are  then  listed,   if  any,   (v)  such  merger,   consolidation,
amalgamation,  replacement,  conveyance,  transfer  or lease does not  adversely
affect  the  rights,  preferences  and  privileges  of the  holders of the Trust
Preferred  Securities  (including  any  Successor  Securities)  in any  material
respect,  (vi) such successor  entity has a purpose  substantially  identical to
that  of  the  Issuer  Trust,   (vii)  prior  to  such  merger,   consolidation,
amalgamation,  replacement,  conveyance,  transfer or lease,  the  Depositor has
received   an  Opinion  of  Counsel  to  the  effect   that  (a)  such   merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely  affect the rights,  preferences  and privileges of the Holders of the
Trust Preferred Securities  (including any Successor Securities) in any material
respect and (b) following such merger, consolidation, amalgamation, replacement,
conveyance,  transfer  or lease,  neither  the Issuer  Trust nor such  successor
entity  will be  required  to  register  as an  "investment  company"  under the
Investment Company Act and (viii) the Depositor or its permitted transferee owns
all of the  common  securities  of such  successor  entity  and  guarantees  the
obligations of such successor entity under the Successor  Securities at least to
the extent provided by the Guarantee  Agreement.  Notwithstanding the foregoing,
the Issuer  Trust  shall not,  except  with the consent of Holders of all of the
Trust Preferred Securities,  consolidate,  amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to any other  entity or permit any other  entity to  consolidate,
amalgamate,   merge  with  or  into,  or  replace  it  if  such   consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Issuer  Trust  or  the  successor  entity  to be  taxable  as a  corporation  or
classified as other than a grantor trust for United  States  federal  income tax
purposes.

                         ARTICLE X

                    MISCELLANEOUS PROVISIONS

     SECTION 10.1.     Limitation of Rights of Holders.

     Except as set forth in  Section  9.2,  the death,  incapacity,  bankruptcy,
dissolution  or  termination  of any Person  having an interest,  beneficial  or
otherwise,  in Trust  Securities  shall not  operate  to  terminate  this  Trust
Agreement,  or dissolve,  terminate or annul the Issuer  Trust,  nor entitle the
legal  representatives or heirs of such Person or any Holder for such Person, to
claim an accounting,  take any action or bring any proceeding in any court for a
partition or winding up of the arrangements  contemplated  hereby, nor otherwise
affect the rights,  obligations  and liabilities of the parties hereto or any of
them.

     SECTION 10.2.     Amendment.

     (a) This Trust  Agreement  may be amended from time to time by the Property
Trustee,  the  Administrative  Trustees  and the  Holders  of all of the  Common
Securities, without the consent of any Holder of the Trust Preferred Securities,
(i) to cure any ambiguity,  correct or supplement any provision  herein that may
be inconsistent  with any other provision herein or to make any other provisions
with respect to matters or questions  arising under this Trust  Agreement  which
shall not be inconsistent  with the other  provisions of this Trust Agreement or
(ii) to modify,  eliminate or add to any  provisions of this Trust  Agreement to
such extent as shall be  necessary  to ensure that the Issuer  Trust will not be
taxable as a corporation  or classified as other than a grantor trust for United
States  federal  income tax purposes at all times that any Trust  Securities are
outstanding  or to ensure that the Issuer Trust will not be required to register
as an "investment company" under the Investment Company Act, provided,  however,
that in the case of either  clause  (i) or clause  (ii)  such  action  shall not
adversely  affect in any material  respect the interests of any Holder,  and any
such  amendment  of this Trust  Agreement  shall  become  effective  when notice
thereof is given to the Holders.

     (b) Except as  provided in Section  10.2(c),  any  provision  of this Trust
Agreement  may be amended by the Issuer  Trustees  and the Holders of all of the
Common  Securities and with (i) the consent of Holders of at least a Majority in
Liquidation  Amount of the  Trust  Securities  and (ii)  receipt  by the  Issuer
Trustees  of an Opinion of Counsel  to the  effect  that such  amendment  or the
exercise of any power  granted to the Issuer  Trustees in  accordance  with such
amendment  will not cause the Issuer Trust to be taxable as a corporation  or as
other than a grantor  trust for United  States  federal  income tax  purposes or
affect the Issuer Trust's exemption from status as an "investment company" under
the Investment Company Act.

     (c) In addition to and  notwithstanding  any other  provision in this Trust
Agreement,  without the consent of each  affected  Holder  (such  consent  being
obtained in accordance with Section 6.3 or 6.6), this Trust Agreement may not be
amended  to (i) change  the  amount or timing of any  Distribution  on the Trust
Securities or otherwise adversely affect the amount of any Distribution required
to be made in respect of the Trust  Securities  as of a  specified  date or (ii)
restrict the right of a Holder to institute suit for the enforcement of any such
payment on or after such date; and  notwithstanding  any other provision herein,
without the unanimous  consent of the Holders  (such  consent being  obtained in
accordance with Section 6.3 or 6.6), this Section 10.2(e) may not be amended.

     (d) Notwithstanding any other provisions of this Trust Agreement, no Issuer
Trustee  shall enter into or consent to any  amendment  to this Trust  Agreement
that would cause the Issuer Trust to fail or cease to qualify for the  exemption
from status as an "investment company" under the Investment Company Act or to be
taxable as a  corporation  or to be classified as other than a grantor trust for
United States federal income tax purposes.

     (e)  Notwithstanding  anything  in this Trust  Agreement  to the  contrary,
without the consent of the Depositor and the Administrative Trustees, this Trust
Agreement may not be amended in a manner that imposes any additional  obligation
on the Depositor or the Administrative Trustees.

     (f) In the event that any  amendment to this Trust  Agreement is made,  the
Administrative  Trustees or the Property  Trustee shall promptly  provide to the
Depositor a copy of such amendment.

     (g) Neither the Property Trustee nor the Delaware Trustee shall be required
to enter into any amendment to this Trust Agreement that affects its own rights,
duties or immunities under this Trust  Agreement.  The Property Trustee shall be
entitled to receive an Opinion of Counsel and an Officers'  Certificate  stating
that any  amendment  to this Trust  Agreement is in  compliance  with this Trust
Agreement.

     SECTION 10.3.     Separability.

     In case any  provision in this Trust  Agreement or in the Trust  Securities
Certificates shall be invalid, illegal or unenforceable,  the validity, legality
and enforceability of the remaining  provisions shall not in any way be affected
or impaired thereby.



<PAGE>


     SECTION 10.4.     Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS,
THE ISSUER TRUST,  THE DEPOSITOR,  AND THE ISSUER  TRUSTEES WITH RESPECT TO THIS
TRUST AGREEMENT AND THE TRUST  SECURITIES  SHALL BE CONSTRUED IN ACCORDANCE WITH
AND  GOVERNED  BY THE LAWS OF THE STATE OF  DELAWARE  WITHOUT  REFERENCE  TO ITS
CONFLICTS OF LAWS PROVISIONS.

     SECTION 10.5.     Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business  Day,  then such payment need not be made on such date but may
be made on the next  succeeding  day that is a Business Day (except as otherwise
provided  in  Sections  4.1(a)  and  4.2(d)),  with the same force and effect as
though  made on the date  fixed for such  payment,  and no  Distributions  shall
accumulate on such unpaid amount for the period after such date.

     SECTION 10.6.     Successors.

     This Trust  Agreement  shall be binding upon and shall inure to the benefit
of any  successor to the  Depositor,  the Issuer  Trust and any Issuer  Trustee,
including  any  successor  by  operation  of law.  Except in  connection  with a
consolidation,  merger or sale involving the Depositor  that is permitted  under
Article  Eight of the  Indenture  and pursuant to which the  assignee  agrees in
writing to perform the Depositor's  obligations  hereunder,  the Depositor shall
not assign its obligations hereunder.

     SECTION 10.7.     Headings.

     The Article and Section  headings  are for  convenience  only and shall not
affect the construction of this Trust Agreement.

     SECTION 10.8.     Reports, Notices and Demands.

     Any report,  notice, demand or other communication that by any provision of
this Trust  Agreement  is required or permitted to be given or served to or upon
any  Holder  or the  Depositor  may be given or  served in  writing  by  deposit
thereof,  first-class  postage prepaid, in the United States mail, hand delivery
or facsimile  transmission,  in each case, addressed (i) in the case of a Holder
of Trust  Preferred  Securities to such Holder as such Holder's name and address
may appear on the Securities  Register and (ii) in the case of the Holder of the
Common Securities, the Depositor, to South Carolina Electric & Gas Company, 1426
Main Street, Columbia, South Carolina,  29201, Attention:  Treasurer,  facsimile
no.: (803)  933-7037,  or to such other address as may be specified in a written
notice by the Holder of the Common Securities or the Depositor,  as the case may
be to the Property  Trustee.  Such notice,  demand or other  communication to or
upon a Holder shall be deemed to have been  sufficiently  given or made, for all
purposes,  upon hand delivery,  mailing or transmission.  Such notice, demand or
other  communication  to or upon the  Depositor  shall be  deemed  to have  been
sufficiently  given or made only  upon  actual  receipt  of the  writing  by the
Depositor.



<PAGE>


     Any notice,  demand or other  communication  that by any  provision of this
Trust  Agreement  is required or  permitted to be given or served to or upon the
Property  Trustee,  the Delaware  Trustee,  the  Administrative  Trustees or the
Issuer Trust shall be given in writing addressed to such Person as follows:  (i)
with  respect  to the  Property  Trustee  to The Bank of New York,  101  Barclay
Street,  Floor 21 West, New York,  New York 10286,  Attention:  Corporate  Trust
Administration;  (ii) with respect to the Delaware Trustee, The Bank of New York
(Delaware),  White Clay Center,  Rte 273,  Newark,  Delaware  19711,  Attention:
Corporate  Trust  Administration;  (iii)  with  respect  to  the  Administrative
Trustees,  to them at the  address  above for notices to the  Depositor,  marked
"Attention:  Administrative Trustees of SCE&G Trust I"; and (iv) with respect to
the Issuer Trust, to its principal  office specified in Section 2.1, with a copy
to the Property Trustee.  Such notice,  demand or other communication to or upon
the Issuer Trust, the Property Trustee or the  Administrative  Trustees shall be
deemed to have been  sufficiently  given or made only upon actual receipt of the
writing  by the  Issuer  Trust,  the  Property  Trustee  or such  Administrative
Trustee.

     SECTION 10.9.     Agreement Not to Petition.

     Each of the Issuer  Trustees and the Depositor agree for the benefit of the
Holders  that,  until at least one year and one day after the  Issuer  Trust has
been  terminated in accordance  with Article IX, they shall not file, or join in
the  filing of, a  petition  against  the  Issuer  Trust  under any  bankruptcy,
insolvency,  reorganization  or other similar law  (including  the United States
Bankruptcy  Code)  (collectively,  "Bankruptcy  Laws") or otherwise  join in the
commencement  of any  proceeding  against the Issuer Trust under any  Bankruptcy
Law. If the  Depositor  takes  action in violation  of this  Section  10.9,  the
Property Trustee agrees, for the benefit of Holders,  that at the expense of the
Depositor,  it shall  file an  answer  with the  bankruptcy  court or  otherwise
properly contest the filing of such petition by the Depositor against the Issuer
Trust  or the  commencement  of such  action  and  raise  the  defense  that the
Depositor  has agreed in writing  not to take such  action and should be stopped
and  precluded  therefrom  and such other  defenses,  if any, as counsel for the
Issuer Trustees or the Issuer Trust may assert.

     SECTION 10.10.     Trust Indenture Act; Conflict with Trust
Indenture Act.

     (a)  This  Trust  Agreement  is  subject  to the  provisions  of the  Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions.

     (b) The Property Trustee shall be the only Issuer Trustee that is a trustee
for the purposes of the Trust Indenture Act.

     (c) If any provision hereof limits,  qualifies or conflicts with the duties
imposed by Sections 310 to and including 317 of the Trust  Indenture Act through
operation of Section 318(c) thereof,  such imposed duties shall control.  If any
provision  of this Trust  Agreement  modifies or excludes  any  provision of the
Trust Indenture Act which may be so modified or excluded,  the latter  provision
shall be deemed to apply to this Trust Agreement as so modified or excluded,  as
the case may be.

     (d) The  application  of the Trust  Indenture  Act to this Trust  Agreement
shall  not  affect  the  nature  of the Trust  Securities  as equity  securities
representing undivided beneficial interests in the assets of the Issuer Trust.

     SECTION 10.11.     Acceptance of Terms of Trust Agreement,
Guarantee Agreement and Indenture.

     THE RECEIPT AND ACCEPTANCE OF A TRUST  SECURITY OR ANY INTEREST  THEREIN BY
OR ON BEHALF OF A HOLDER OR ANY  BENEFICIAL  OWNER,  WITHOUT  ANY  SIGNATURE  OR
FURTHER  MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL  ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY
OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT
AND THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS
OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT
OF THE ISSUER TRUST,  SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND  PROVISIONS
OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE
ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS.

     IN WITNESS  WHEREOF,  the parties  hereto have  executed  this  Amended and
Restated Trust Agreement.

                  SOUTH CAROLINA ELECTRIC & GAS COMPANY, as Depositor


                         By: s/M. R. Cannon
                         Name:  M. R. Cannon
                         Title: Treasurer



                        THE BANK OF NEW YORK,
                        as Property Trustee


                         By:  s/Van K. Brown
                         Name: Van K. Brown
                         Title: Assistant Vice President



                         THE BANK OF NEW YORK (DELAWARE),
                         as Delaware Trustee



                         By:  s/Betty A. Cocozza
                         Name: Betty A. Cocozza
                         Title:



<PAGE>



s/K. B. Marsh
Name:  K. B. Marsh, as Administrative Trustee


s/M. R. Cannon
Name:  M. R. Cannon, as Administrative Trustee


s/ H. T. Arthur
Name: H. T. Arthur, as Administrative Trustee





<PAGE>


                                                                     Exhibit A


                     CERTIFICATE OF TRUST

                             OF

                       SCE&G TRUST I


          This  Certificate  of  Trust  of SCE&G  Trust I (the  "Trust"),  dated
October  8,  1997,  is being  duly  executed  and filed by the  undersigned,  as
trustees,  to form a business  trust under the Delaware  Business  Trust Act (12
Del. C. (S) 3801 et seq.)

          1.     Name. The name of the business trust being
formed hereby is SCE&G Trust I.

          2. Delaware  Trustee.  The name and business address of the trustee of
the Trust with a  principal  place of  business  in the State of Delaware is The
Bank of New York (Delaware),  whose business address is White Clay Center, Route
273, Newark, Delaware 19711.
          IN WITNESS WHEREOF, the undersigned,  being the trustees of the Trust,
have executed this Certificate of Trust as of the date first above written.

     THE BANK OF NEW YORK (Delaware), as  Delaware Trustee



        By:   s/WALTER N. GITLIN
        Name: WALTER N. GITLIN
        Title: Authorized Signatory


        s/M. R. Cannon
        M. R. Cannon, as Administrative Trustee









<PAGE>



                                                     Exhibit B


           BOOK-ENTRY-ONLY CORPORATE EQUITY ISSUES

                  Letter of Representations
           [To be Completed by Issuer and Agent]

                       SCE&G TRUST I
                     [Name of Issuer]

                    The Bank of New York
                      [Name of Agent]

                                    OCTOBER 23, 1997
                                         [Date]

Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099

          Re:    7.55% Trust Preferred Securities, Series A
                 (Liquidation Amount $25 per Trust Preferred
                 Security)

                                   CUSIP No. 78389A203

                        [Issue Description, including CUSIP number]

Ladies and Gentlemen:

     This letter sets forth our  understanding  with respect to certain  matters
relating to the above-referenced issue (the "Securities"). Issuer is selling the
Securities  to  Credit   Suisse  First  Boston   Corporation   and   PaineWebber
Incorporated  (the "Initial  Purchaser")  pursuant to a  Underwriting  Agreement
dated October 22 , 1997 (the  "Document").  Initial Purchaser will take delivery
of the Securities through The Depository Trust Company ("DTC").  The Bank of New
York is acting as transfer  agent,  paying agent,  and registrar with respect to
the Securities (the "Agent").

     To induce DTC to accept the  Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the  Securities,  Issuer and
Agent make the following representations to DTC.

     1. Prior to closing on the Securities on October 28 , 1997 , there shall be
deposited  with DTC one  Security  certificate  registered  in the name of DTC's
nominee,  Cede & Co., for each of the  Securities  with the  offering  value set
forth on Schedule A hereto,  the total of which  represents 100% of the offering
value of such  Securities.  If,  however,  the  offering  value of any  Security
exceeds $200 million,  one certificate  will be issued with respect to each $200
million of  offering  value and an  additional  certificate  will be issued with
respect to any remaining  offering value.  Each Security  certificate shall bear
the following legend:

             Unless   this   certificate   is   presented   by   an   authorized
             representative  of  The  Depository  Trust  Company,   a  New  York
             corporation  ("DTC"),  to Issuer or its agent for  registration  of
             transfer,  exchange,  or  payment,  and any  certificate  issued is
             registered  in the name of Cede & Co. or in such  other  name as is
             requested by an authorized  representative  of DTC (and any payment
             is made to Cede & Co. or to such other entity as is requested by an
             authorized  representative of DTC), ANY TRANSFER,  PLEDGE, OR OTHER
             USE HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS WRONGFUL
             inasmuch  as the  registered  owner  hereof,  Cede  &  Co.,  has an
             interest herein.

If the  Securities  will be held by Agent,  as custodian  for DTC, such Security
certificate  shall remain in Agent's  custody  pursuant to the provisions of the
FAST Balance Certificate Agreement currently in effect between Agent and DTC.

     2. Issuer:  (a)  understands  that DTC has no obligation  to, and will not,
communicate  to its  Participants  or to any person  having an  interest  in the
Securities any  information  contained in the Security  certificate(s);  and (b)
acknowledges  that neither DTC's  Participants nor any person having an interest
in the  Securities  shall be deemed  to have  notice  of the  provisions  of the
Security certificate(s) by virtue of submission of such certificate(s) to DTC.

     3. In the event of any  solicitation  of consents from or voting by holders
of the  Securities,  Issuer  or Agent  shall  establish  a record  date for such
purposes  (with no provision  for  revocation of consents or votes by subsequent
holders)  and shall  send  notice of such  record  date to DTC not less shall 15
calendar  days in advance of such record  date.  Notices to DTC pursuant to this
Paragraph by telecopy shall be sent to DTC's Reorganization  Department at (212)
709-6896 or (212)  709-6897,  and receipt of such notices  shall be confirmed by
telephoning (212) 709-6870. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to DTC's Reorganization Department as indicated
in Paragraph 7.

     4. In the  event of a stock  split,  recapitalization,  conversion,  or any
similar  transaction  resulting  in the  cancellation  of all or any part of the
Securities  represented thereby, the Agent shall send DTC a notice of such event
as soon as  practicable,  but in no event less than five  business days prior to
the effective date of such transaction.

     5. In the event of a full or partial redemption, Issuer or Agent shall send
a notice to DTC specifying:  (a) the amount of the redemption or refunding;  (b)
in  the  case  of a  refunding,  the  maturity  date(s)  established  under  the
refunding; and (c) the date such notice is to be distributed to Security holders
or published  (the  "Publication  Date").  Such notice shall be sent to DTC by a
secure means (e.g.,  legible telecopy,  registered or certified mail,  overnight
delivery)  in a timely  manner  designed  to assure that such notice is in DTC's
possession no later than the close of business on the business day before or, if
possible,  two business days before the Publication  Date. Issuer or Agent shall
forward  such notice  either in a separate  secure  transmission  for each CUSIP
number or in a secure  transmission  for multiple CUSIP numbers (if  applicable)
which  includes  a  manifest  or list of each  CUSIP  number  submitted  in that
transmission.  (The  party  sending  such  notice  shall have a method to verify
subsequently  the use of such  means and the  timeliness  of such  notice.)  The
Publication  Date  shall be not less than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance  refunding,  the date that the
proceeds are deposited in escrow.  Notices to DTC pursuant to this  Paragraph by
telecopy shall be sent to DTC's Call  Notification  Department at (516) 227-4039
or (516)  227-4190.  If the party sending the notice does not receive a telecopy
receipt from DTC confining that the notice has been  received,  such party shall
telephone (516)  227-4070.  Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to:

               Manager; Call Notification Department
               The Depository Trust Company
               711 Stewart Avenue
               Garden City, NY 11530-4719

     6. In the event of an offering  or  issuance of rights with  respect to the
Securities  outstanding,  Agent  shall send DTC's  Dividend  and  Reorganization
Departments  a notice  specifying:  (a) the  amount of and  conditions,  if any,
applicable to such rights offering or issuance; (b) any applicable expiration or
deadline  date,  or any date by which any  action on the part of holders of such
Securities is required; and (c) the Publication Date of such notice.

     The Publication Date will be as soon as practicable  after the announcement
by the Company of any such  offering  or issuance of rights with  respect to the
Securities  represented  thereby.  DTC requires that the Publication Date be not
less  than 30 days nor more  than 60 days  prior to the  related  payment  date,
distribution date, or issuance date, respectively.

     Notices to DTC  pursuant to this  Paragraph  by  telecopy  shall be sent to
DTC's Dividend  Department at (212) 709-1623,  and receipt of such notices shall
be confirmed by telephoning (212) 709-1282. Notices to DTC pursuant to the above
by mail or any other means shall be sent to:

               Supervisor; Stock Dividends
               Dividend Department
               7 Hanover Square; 24th Floor
               New York, NY 10004-2695

     Notices to DTC  pursuant to this  Paragraph  by  telecopy  shall be sent to
DTC's Reorganization Department at (212) 709-1093, and receipt of such fax shall
be confirmed  by  telephoning  (2l2) 709-- 1063.  Notices to DTC pursuant to the
above by mail or any other means shall be sent to

               Supervisor; Rights Offerings
               Reorganization Department
               7 Hanover Square; 23rd Floor
               New York, NY 10004-2695

     7. In the  event of an  invitation  to  tender  the  Securities  (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders  specifying the terms of the tender and the Publication Date of
such  notice  shall be sent to DTC by a secure  means in the manner set forth in
Paragraph  5.  Notices to DTC  pursuant to this  Paragraph  and notices of other
corporate actions by telecopy shall be sent to DTC's  Reorganization  Department
at (212)  709-1093  or (212)  709-1094,  and  receipt of such  notices  shall be
confirmed by telephoning (212) 709-6884. Notices to DTC pursuant to the above by
mail or by any other means shall be sent to:

               Manager; Reorganization Department
               Reorganization Window
               The Depository Trust Company
               7 Hanover Square; 23rd Floor
               New York NY 10004-2695

     8. All  notices  and payment  advices  sent to DTC shall  contain the CUSIP
number of the  Securities  (listed on  Schedule A hereto)  and the  accompanying
description  of such  Securities,  which,  as of the date of this  letter,  is "
78389A203 ."

     9.  Issuer  or Agent  shall  provide  written  notice of  dividend  payment
information to a standard dividend  announcement service subscribed to by DTC as
soon as the information is available.  In the event that no such service exists,
Issuer or Agent shall  provide such notice  directly to DTC  electronically,  as
previously  arranged  by  Issuer  or  Agent  and  DTC,  as soon  as the  payment
information  is available.  If electronic  transmission  has not been  arranged,
absent any other arrangements  between Issuer or Agent and DTC, such information
should be sent by telecopy to DTC's  Dividend  Department  at (212)  709-1723 or
(212)  709-1686,  and receipt of such notices shall be confirmed by  telephoning
(212)  709-1270.  Notices to DTC  pursuant  to the above by mail or by any other
means shall be sent to:

               Manager; Announcements
               Dividend Department
               The Depository Trust Company
               7 Hanover Square; 22nd Floor
               New York NY 10004-2695

     After  establishing  the amount of payment to be made on the  Securities in
question,  Issuer or Agent will notify DTC's Dividend  Department of the payment
and payment date preferably five, but not less than two,  business days prior to
the effective date for such transaction.

     10. Issuer or Agent shall provide  CUSIP-level detail for dividend payments
to DTC no later than noon (Eastern Time) on the payment date.

     11. Dividend  payments and cash  distributions  shall be received by Cede &
Co. as nominee of DTC, or its  registered  assigns,  in same-day  funds no later
shall  2:30  p.m.  (Eastern  Time)  on  each  payment  date.  Absent  any  other
arrangements  between  Issuer or Agent  and DTC,  such  funds  shall be wired as
follows:

               The Chase Manhattan Bank
               ABA # 021 000 021
               For credit to a/c Cede & Co.
               c/o The Depository Trust Company
               Dividend Deposit Account # O66-026776

     12. Redemption payments shall be received by Cede & Co., as nominee of DTC,
or its registered  assigns;  in same-day funds no later than 2:30 p.m.  (Eastern
Time) on payment date. Absent any other arrangements between Agent and DTC, such
funds shall be wired as follows:

               The Chase Manhattan Bank
               ABA # 021 000 021
               For credit to a/c Cede & Co.
               c/o The Depository Trust Company
               Redemption Deposit Account # 066-027306

     13.  Reorganization  payments  resulting  from  corporate  actions (such as
tender offers or mergers) shall be received by Cede & Co., as nominee of DTC, or
its  registered  assigns,  in same-day  funds no later shall 2:30 p.m.  (Eastern
Time) on payment date. Absent any other arrangements between Agent and DTC, such
funds shall be wired as follows:

               The Chase Manhattan Bank
               ABA # 021 000 021
               For credit to a/c Cede & Co.
               c/o The Depository Trust Company
               Reorganization Deposit Account # O66-0276O8

     14.  DTC may direct  Issuer or Agent to use any other  number or address as
the number or address to which notices or payments of dividends,  distributions,
or redemption proceeds may be sent.

     15.  In the  event of a  redemption,  acceleration,  or any  other  similar
transaction  (e.g.,  tender made and accepted in response to Issuer's or Agent's
invitation)  necessitating  a reduction  in the  aggregate  principal  amount of
Securities  outstanding  or an  advance  refunding  of  part  of the  Securities
outstanding,  DTC, in its  discretion:  (a) may request Issuer or Agent to issue
and  authenticate  a new Security  certificate;  or (b) may make an  appropriate
notation  on the  Security  certificate  indicating  the date and amount of such
reduction in the number of Securities  outstanding,  except in the case of final
redemption,  in which case the certificate  will be presented to Issuer or Agent
prior to payment, if required.

  16. In the event that Issuer  determines that beneficial  owners of Securities
shall be able to obtain  certificated  Securities,  Issuer or Agent shall notify
DTC of the  availability of certificates.  In such event,  Issuer or Agent shall
transfer and exchange  certificates in appropriate  amounts,  as required by DTC
and others.

     17. DTC may  discontinue  providing its services as  securities  depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which  time DTC will  confirm  with  Issuer or Agent the  aggregate
principal amount of Securities outstanding).  Under such circumstances, at DTC's
request Issuer and Agent shall  cooperate  fully with DTC by taking  appropriate
action to make available one or more separate certificates evidencing Securities
to any DTC Participant having Securities credited to its DTC accounts.

     18.  Nothing  herein shall be deemed to require  Agent to advance  funds on
behalf of Issuer.

     19.  This  Letter  of  Representations  may be  executed  in any  number of
counterparts,  each of which when so executed shall be deemed to be an original,
but all  such  counterparts  together  shall  constitute  but  one and the  same
instrument.

     20. This Letter of  Representations  is governed by, and shall be construed
in accordance  with,  the laws of the State of New York without giving effect to
principles of conflicts of Law.

     21. The following  riders,  attached hereto,  are hereby  incorporated into
this Letter of Representations:

Notes:
A. If there is an Agent (as defined in this Letter of Representations), Agent as
well as Issuer  must sign this  Letter.  If there is no Agent,  in signing  this
Letter Issuer  itself  undertakes  to perform all of the  obligations  set forth
herein Very truly yours,

B. Schedule B contains statements that DTC believes accurately describe DTC, the
method of effecting book-entry transfers of securities  distributed through DTC,
and certain related matters.

                                  SCE&G Trust I
                                    (Issuer)

                               By: s/M. R. Cannon
                               (Authorized Officer's Signature)
                                   M. R. Cannon
                                   Administrative Trustee


<PAGE>


   The Bank of New York
      (Agent)
By:
    (Authorized Office's Signature)

Received and Accepted:
THE DEPOSITORY TRUST COMPANY

By:

CC:  Underwriter
       Underwriter's Counsel




<PAGE>




                                             SCHEDULE A


       2,000,000 Trust Preferred Securities. Series A (Liquidation

       Amount $25 per Trust Preferred Security)

                      (Describe Issue)




CUSIP Number           Share Total        Offering ($) Value

78389A 203              2,000,000            50,000,000




<PAGE>






                                               SCHEDULE B


                SAMPLE OFFERING DOCUMENT LANGUAGE
                DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
           (Prepared by DTC--bracketed material may be
              applicable only to certain issues)

     1.  The  Depository  Trust  Company  ("DTC"),  New  York,  NY,  will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as  fully-registered  securities  registered in the name of Cede & Co.
(DTC's partnership nominee).  One fully-registered  Security certificate will be
issued for [each issue of] the  Securities,  [each] in the  aggregate  principal
amount  of such  issue,  and will be  deposited  with  DTC.  [If,  however,  the
aggregate principal amount of [any] issue exceeds $200 million,  one certificate
will be issued  with  respect to each $200  million of  principal  amount and an
additional  certificate  will be issued with respect to any remaining  principal
amount of such issue.]

     2. DTC is a  limited-purpose  trust  company  organized  under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning  of the New  York  Uniform  Commercial  Code,  and a  "clearing  agency"
registered  pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement  among  Participants of securities
transactions,  such as transfers and pledges,  in deposited  securities  through
electronic computerized  book-entry changes in Participants'  accounts,  thereby
eliminating the need for physical  movement of securities  certificates.  Direct
Participants  include  securities  brokers and dealers,  banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a number
of its  Direct  Participants  and by the New  York  Stock  Exchange,  Inc.,  the
American  Stock  Exchange,  Inc.,  and the National  Association  of  Securities
Dealers,  Inc.  Access to the DTC  system is also  available  to others  such as
securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant,  either directly or
indirectly  ("Indirect  Participants").  The  Rules  applicable  to DTC  and its
Participants are on file with the Securities and Exchange Commission.

     3. Purchases of Securities  under the DTC system must be made by or through
Direct  Participants,  which will receive a credit for the  Securities  on DTC's
records.  The  ownership  interest of each  actual  purchaser  of each  Security
("Beneficial  Owner")  is in turn to be  recorded  on the  Direct  and  Indirect
Participants'  records.  Beneficial Owners will not receive written confirmation
from DTC of their  purchase,  but  Beneficial  Owners  are  expected  to receive
written confirmations providing details of the transaction,  as well as periodic
statements of their holdings,  from the Direct or Indirect  Participant  through
which the Beneficial Owner entered into the transaction.  Transfers of ownership
interests in the Securities are to be  accomplished by entries made on the books
of Participants  acting on behalf of Beneficial  Owners.  Beneficial Owners will
not receive  certificates  representing their ownership interests in Securities,
except in the event  that use of the  book-entry  system for the  Securities  is
discontinued.

     4.  To  facilitate  subsequent  transfers,   all  Securities  deposited  by
Participants with DTC are registered in the name of DTC's  partnership  nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership.  DTC has no knowledge of
the actual Beneficial  Owners of the Securities;  DTC's records reflect only the
identity  of the Direct  Participants  to whose  accounts  such  Securities  are
credited,  which may or may not be the Beneficial  Owners. The Participants will
remain  responsible  for  keeping  account of their  holdings on behalf of their
customers.

     5.  Conveyance  of  notices  and  other  communications  by DTC  to  Direct
Participants,  by Direct  Participants to Indirect  Participants,  and by Direct
Participants and Indirect  Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory  requirements as
may be in effect from time to time.

     6.  Redemption  notices  shall  be  sent to DTC.  If less  than  all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the  interest of each Direct  Participant  in such issue to be
redeemed.]

     7.  Neither  DTC nor  Cede & Co.  will  consent  or vote  with  respect  to
Securities.  Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as
soon as possible  after the record date.  The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct  Participants  to whose accounts the
Securities are credited on the record date  (identified in a listing attached to
the Omnibus Proxy).

     8.  Redemption  proceeds,  distributions,  and  dividend  payments  on  the
Securities  will be made to Cede & Co., as nominee of DTC.  DTC's practice is to
credit  Direct  Participants'   accounts,   upon  DTC's  receipt  of  funds  and
corresponding  detail  information  from  Issuer  or  Agent on  payable  date in
accordance with their  respective  holdings shown on DTC's records.  Payments by
Participants to Beneficial Owners will be governed by standing  instructions and
customary  practices,  as is the case with  securities  held for the accounts of
customers  in  bearer  form or  registered  in  "street  name,"  and will be the
responsibility of such Participant and not of DTC, Agent, or Issuer,  subject to
any statutory or regulatory  requirements as may be in effect from time to time.
Payment of redemption  proceeds,  distributions,  and dividends to Cede & Co. is
the  responsibility of Issuer or Agent,  disbursement of such payments to Direct
Participants shall be the responsibility of Cede & Co., and disbursement of such
payments to the  Beneficial  Owners  shall be the  responsibility  of Direct and
Indirect Participants.

      9. A  Beneficial  Owner shall give notice to elect to have its  Securities
purchased or tendered, through its Participant,  to [Tender/Remarketing]  Agent,
and shall effect delivery of such  Securities by causing the Direct  Participant
to transfer the Participant's  interest in the Securities,  on DTC's records, to
[Tender/Remarketing]  Agent. The requirement for physical delivery of Securities
in  connection  with an optional  tender or a mandatory  purchase will be deemed
satisfied when the ownership  rights in the Securities are transferred by Direct
Participants  on DTC's  records and followed by a book-entry  credit of tendered
securities to [Tender/Remarketing] Agents DTC account.]

     10. DTC may  discontinue  providing its services as  securities  depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent.  Under such  circumstances,  in the event that a successor  securities
depository is not obtained, Security certificates are required to be printed and
delivered.

     11.  Issuer  may  decide to  discontinue  use of the  system of  book-entry
transfers  through DTC (or a successor  securities  depository).  In that event,
Security certificates will be printed and delivered.

     12. The  information in this section  concerning  DTC and DTC's  book-entry
system has been obtained.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>OPION RE: LEGALITY
<TEXT>



                                  Exhibit 5.01

                                             November 14, 2000

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Gentlemen:

I refer to the proposed issue and sale of up to $1,000,000,000  principal amount
of  Medium-Term  Notes (the  "Notes"),  to be issued from time to time, by SCANA
Corporation, a South Carolina corporation (the "Company"), with respect to which
the Company has filed a  Registration  Statement on Form S-3 with the Securities
and Exchange  Commission under the Securities Act of 1933, as amended,  and Rule
415 thereof.

     In connection  therewith,  I have examined (a) the Registration  Statement,
filed November 14, 2000, (the "Registration  Statement"),  to which this opinion
is an exhibit; (b) the Indenture dated as of November 1, 1989 (the "Indenture"),
made by the  Company  and the Bank of New  York,  as  Trustee,  incorporated  by
reference in the Registration Statement; and (c) such other corporate documents,
proceedings and questions of law as I have considered necessary.

Based on the  foregoing,  I am of the opinion  that,  with respect to the Notes,
when (a) the Registration Statement, and any subsequent amendments thereto, have
become effective under the Securities Act of 1933, as amended, (b) the Indenture
has been qualified  under the Trust  Indenture Act of 1939, as amended,  (c) the
Board of  Directors of the Company has  authorized  the issuance and sale of the
Notes,  (d) a pricing  supplement  relating to the Notes has been filed with the
Securities and Exchange  Commission,  (e) any required approvals relating to the
Notes by the Securities and Exchange Commission under the Public Utility Holding
Company Act of 1935,  as amended,  shall have been  granted,  (f) the Notes have
been duly executed,  authenticated,  issued and delivered in accordance with the
corporate  authorizations  aforesaid, the Notes will be duly authorized and will
constitute legal,  valid and binding  obligations of the Company,  subject as to
enforceability  to applicable  bankruptcy,  insolvency,  reorganization or other
laws  of  general  applicability  relating  to or  affecting  creditors'  rights
generally and general equitable principles, and will be entitled to the benefits
and security of the Indenture.

I hereby consent to filing of this opinion with the  Registration  Statement and
to the use of my  name  under  the  caption  "Validity  of the  Notes"  included
therein.

                          Sincerely,


                          s/H. Thomas Arthur
                          H. Thomas Arthur
                          Senior Vice President, General Counsel
                          and Assistant Secretary






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>0015.txt
<DESCRIPTION>SCANA SUPPLEMENTARY VOLUNTARY DEFERRAL PLAN
<TEXT>


                                  Exhibit 10.01

                                SCANA CORPORATION

                      SUPPLEMENTARY VOLUNTARY DEFERRAL PLAN



                     as amended and restated
                        effective as of
                        October 21, 1997









<PAGE>


                         SCANA CORPORATION

                SUPPLEMENTARY VOLUNTARY DEFERRAL PLAN


<PAGE>





















                          TABLE OF CONTENTS

                                                           Page


SECTION 1.  ESTABLISHMENT AND PURPOSE                        1
     1.1    Establishment of Plan                            1
     1.2    Description of the Plan                          1
     1.3    Purpose of the Plan                              1

SECTION 2.  DEFINITIONS                                      2
     2.1    Definitions                                      2
     2.2    Gender and Number                                5

SECTION 3.  ELIGIBILITY AND PARTICIPATION                    6
     3.1    Eligibility                                      6
     3.2    Participation                                    6
     3.3    Continued Participation                          6

SECTION 4.  DEFERRALS                                        7
     4.1    Employee Deferrals                               7
     4.2    Crediting of Employer Matching Deferrals         7

SECTION 5.  SVDP LEDGER                                      8
     5.1    SVDP Ledger                                      8
     5.2    Adjustment of Amounts Credited to SVDP Ledgers   8
     5.3    Credited Common Stock Not Stock                  8
     5.4    Charges Against SVDP Ledger                      8

SECTION 6.  PAYMENT OF BENEFITS                              9
     6.1    When Payment Made                                9
     6.2    Payment Manner and Amount                        9
     6.3    Financial Emergency                              9

SECTION 7.  BENEFICIARY DESIGNATION                          10
     7.1    Designation of Beneficiary                       10
     7.2    Death of Beneficiary                             10
     7.3    Ineffective Designation                          10

SECTION 8.  CHANGE IN CONTROL PROVISIONS                     12
     8.1    Accelerated Distributions Upon Change
              in Control                                     12
     8.2    Tax Computation                                  12
     8.3    No Subsequent Recalculation of Tax Liability     12
     8.4    Successors                                       13
     8.5    Amendment and Termination After Change
              in Control                                     13

SECTION 9.  GENERAL PROVISIONS                               14
     9.1    Contractual Obligation                           14
     9.2    Unsecured Interest                               14
     9.3    "Rabbi" Trust                                    14
     9.4    Employment/Participation Rights                  14
     9.5    Nonalienation of Benefits                        15
     9.6    Severability                                     15
     9.7    No Individual Liability                          15
     9.8    Applicable Law                                   15

SECTION 10.  PLAN ADMINISTRATION, AMENDMENT AND TERMINATION  16
     10.1    In General                                      16
     10.2    Claims Procedure                                16
     10.3    Finality of Determination                       16
     10.4    Delegation of Authority                         16
     10.5    Expenses                                        16
     10.6    Tax Withholding                                 16
     10.7    Incompetency                                    16
     10.8    Action by Corporation                           17
     10.9    Notice of Address                               17
     10.10   Amendment and Termination                       17

SECTION 11.  EXECUTION                                       18



<PAGE>



                       SCANA CORPORATION


               SUPPLEMENTARY VOLUNTARY DEFERRAL PLAN

                      (As Amended and Restated)


<PAGE>









                   SECTION 1. ESTABLISHMENT AND PURPOSESECTION






     1.1 Establishment of Plan. SCANA Corporation  established,  effective as of
January  1, 1987,  a  supplementary  voluntary  deferred  compensation  plan for
executives  known as the "SCANA  Corporation  Supplementary  Voluntary  Deferral
Plan"  (hereinafter  called the "Plan"),  which Plan was amended on February 24,
1988 effective for calendar 1988, and on October 26, 1988 effective for calendar
1989,  generally  effective  as of said date.  The Plan was  further  amended on
August 28, 1991 for various design changes at various  effective dates. The Plan
was further  amended and  restated  as of December  18, 1996 to clarify  various
administrative  provisions and to include provisions applicable upon a Change in
Control.  Finally, the Plan was amended and restated effective as of October 21,
1997 to clarify certain provision regarding a Change in Control.

     1.2  Description  of the  Plan.  This  Plan is  intended  to  constitute  a
non-qualified  deferred  compensation  plan  which,  in  accordance  with  ERISA
Sections 201(2),  301(a)(3) and 401(a)(1), is unfunded and established primarily
for the  purpose  of  providing  deferred  compensation  for a  select  group of
management or highly compensated employees.

     1.3 Purpose of the Plan.  The purpose of this Plan is to enable the Company
to attract and retain persons of outstanding  competence,  to provide  incentive
benefits to a very  select  group of key  management  employees  who  contribute
materially to the continued growth, development,  and future business success of
the  Company,  and to provide a means  whereby  certain  amounts  payable by the
Company to selected executives may be deferred to some future period.


<PAGE>


                 SECTION 2.  DEFINITIONSSECTION 2.  DEFINITIONS

     2.1 Definitions.  Whenever used herein,  the following terms shall have the
meanings set forth below, unless otherwise expressly provided herein or unless a
different  meaning is plainly  required  by the  context,  and when the  defined
meaning is intended, the term is capitalized:

      (a)  "Additional   Deferral"  means  the  pre-tax   deferrals  made  by  a
Participant  under this Plan of up to nine (9)  percent of his  Compensation  in
accordance with Section 4.1(b).

      (b) "Basic  Deferral"  means the pre-tax  deferrals  made by a Participant
under this Plan of up to six (6) percent of his  Compensation in accordance with
Section 4.1(a).

      (c)  "Beneficial  Owner"  shall have the meaning  ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

      (d)  "Beneficiary"  means any person or entity who, upon the Participant's
death,  is  entitled  to receive the  Participant's  benefits  under the Plan in
accordance with Section 7 hereof.

      (e) "Board" means the Board of Directors of the Corporation.

      (f) "Change in Control" means a change in control of the  Corporation of a
nature  that  would be  required  to be  reported  in  response  to Item 6(e) of
Schedule 14A of Regulation 14A  promulgated  under the Exchange Act,  whether or
not the  Corporation  is then subject to such reporting  requirements;  provided
that,  without  limitation,  such a Change  in  Control  shall be deemed to have
occurred if:

             i) Any Person (as defined in Section  3(a)(9) of the  Exchange  Act
and used in Sections 13(d) and 14(d) thereof,  including a "group" as defined in
Section 13(d)) is or becomes the Beneficial  Owner,  directly or indirectly,  of
twenty  five  percent  (25%)  or  more  of  the  combined  voting  power  of the
outstanding shares of capital stock of the Corporation;

           ii) During any period of two (2) consecutive years (not including any
period  prior to  December  18,  1996) there shall cease to be a majority of the
Board  comprised  as follows:  individuals  who at the  beginning of such period
constitute  the Board and any new  director(s)  whose  election  by the Board or
nomination for election by the Corporation's stockholders was approved by a vote
of at least  two-thirds  (2/3) of the directors  then still in office who either
were  directors at the  beginning of the period or whose  election or nomination
for election was previously so approved;

          iii)  The  issuance  of  an  Order  by  the  Securities  and  Exchange
Commission  (SEC),  under Section  9(a)(2) of the Public Utility Holding Company
Act of 1935 as amended  (the "1935 Act"),  authorizing  a third party to acquire
five percent (5%) or more of the Corporation's voting shares of capital stock;

          iv)  The   shareholders  of  the  Corporation   approve  a  merger  or
consolidation of the Corporation with any other corporation, other than a merger
or consolidation which would result in the voting shares of capital stock of the
Corporation  outstanding  immediately  prior  thereto  continuing  to  represent
(either by remaining  outstanding  or by being  converted  into voting shares of
capital  stock of the  surviving  entity) at least eighty  percent  (80%) of the
combined  voting power of the voting shares of capital stock of the  Corporation
or  such  surviving  entity   outstanding   immediately  after  such  merger  or
consolidation; or the shareholders of the Corporation approve a plan of complete
liquidation  of the  Corporation  or an agreement for the sale or disposition by
the Corporation of all or substantially all of the Corporation's assets; or

          v) The  shareholders  of the  Corporation  approve a plan of  complete
liquidation, or the sale or disposition of South Carolina Electric & Gas Company
(hereinafter SCE&G), South Carolina Pipeline  Corporation,  or any subsidiary of
SCANA designated by the Board of Directors of SCANA as a "Material  Subsidiary,"
but such  event  shall  represent  a Change in  Control  only with  respect to a
Participant who has been exclusively  assigned to SCE&G, South Carolina Pipeline
Corporation, or the affected Material Subsidiary.

      (g) "Code" means the Internal Revenue Code of 1986, as amended.

      (h) "Code  Limitations"  means the limitations  imposed on deferrals under
and  contributions  to  the  Qualified  Plan  under  Code  sections  401(a)(17),
401(k)(3),  401(m)(2),  402(g)(1),  415,  and such  other Code  sections  as the
Committee, in its sole discretion, may designate.

      (i) "Committee" means the Management Development and Corporate Performance
Committee of the Board.

      (j) "Common Stock" means amounts  representative of shares of common stock
of the Corporation.

      (k)  "Company"  means  the   Corporation  and  any   subsidiaries  of  the
Corporation  and their  successor(s)  or assign(s)  that adopt this Plan through
execution of Agreements with any of their Employees or otherwise.


      (l) "Compensation"  means the Participant's  Eligible Earnings (as defined
in the Qualified Plan), determined without regard to any of the Code Limitations
and without regard to any deferrals or the foregoing of  compensation  under any
other plan of deferred compensation maintained by the Company.

      (m) "Corporation" means SCANA Corporation,  a South Carolina  corporation,
or any successor thereto.

      (n) "Eligible  Employee"  means an Employee who is employed by the Company
in a high-level management or administrative  position,  including employees who
also serve as officers of the Company,  and whose deferrals and/or contributions
under the Qualified Plan are limited due to the Code Limitations.

      (o) "Employee" means a person who is actively  employed by the Company and
who falls  under the  usual  common  law rules  applicable  in  determining  the
employer-employee relationship.

      (p)  "Employer   Matching   Deferral"  means  the  deferrals  credited  to
Participant's SVDP Ledgers in accordance with Section 4.2.

      (q) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (r) "Participant" means any Eligible Employee of the Company who meets the
eligibility requirements of Section 3.

      (s) "Fair Market Value" of the Common Stock shall mean:

             (i) In the case of any  distribution,  the closing price for shares
of Common Stock on the New York Stock Exchange on the date of distribution.

            (ii) In the case of any  deferrals  hereunder  designed to mimic the
performance  of the  Qualified  Plan,  the price at which shares of Common Stock
shall next be allocated to accounts under the Qualified Plan.

          (iii) In the case of any other transaction hereunder designed to mimic
the investment or reinvestment of Common Stock,  the closing price for shares of
Common Stock on the New York Stock Exchange on the measuring date.

      (t) "Qualified Plan" means the SCANA  Corporation  Stock  Purchase-Savings
Plan, as amended from time to time.

      (u)  "Retirement"  means  retirement at a Retirement Date as defined under
the SCANA Corporation Retirement Plan.


      (v)  "Termination  Date" means the date of a  Participant's  severance  of
employment  from the  Company  by  reason  of  death,  Retirement,  resignation,
discharge or  otherwise,  or upon the  Participant's  disability as that term is
defined by the SCANA Corporation Long-Term Disability Benefit Plan for Employees
and where the prognosis is that such condition will not change.

      (w) "Year" means the calendar year.

2.2 Gender and Number.2  Gender and Number.  Except when otherwise  indicated by
the  context,  any  masculine  terminology  used herein  shall also  include the
feminine and the feminine shall include the  masculine,  and the use of any term
herein in the singular may also include the plural and the plural shall  include
the singular.


<PAGE>


             SECTION 3.  ELIGIBILITY AND PARTICIPATIONSECTION

     3.1 Eligibility.  An Eligible Employee shall become eligible to participate
in this Plan if:

      (a) the Employee has a base salary rate of compensation during the subject
Year of at least  $150,000 (as adjusted  each year by the  Committee in its sole
discretion),

      (b) the  Employee  has  elected  to have  the  maximum  allowable  pre-tax
deferrals made on his behalf under the Qualified Plan for the subject Year, and

      (c) as a result of the application of the Code  Limitations,  the Employee
loses the  opportunity  under the  Qualified  Plan to defer amounts on a pre-tax
basis or benefit from Employee Contributions thereunder.

     3.2  Participation.  An Employee who meets the eligibility  requirements of
Section 3.1 may become a Participant in this Plan by electing to defer a portion
of his  Compensation  on such  form  and in such  manner  as  determined  by the
Committee pursuant to Section 4.

     3.3  Continued   Participation.   Once  an  Eligible   Employee  elects  to
participate  in this Plan,  such election  shall  continue for all future years,
provided he continues  to satisfy the  requirements  of Section 3.1,  unless and
until  the  Committee   shall   designate  that   individual  as  ineligible  to
participate,  or  the  Employee  elects  to  discontinue  participation.   If  a
Participant  becomes  ineligible to participate for future  deferrals under this
Plan, he shall retain all the rights  described  under this Plan with respect to
deferrals previously made while an active Participant.


<PAGE>


                    SECTION 4.  DEFERRALS

     4.1 Employee  Deferrals.  An Eligible  Employee may elect to participate in
the Employee Deferral feature of this Plan for a Year as follows:

     (a)  Basic  Deferrals.  An  Eligible  Employee  may  elect to  defer  Basic
Deferrals  under  this Plan in whole  percentages  up to six (6)  percent of his
Compensation less the Deferrals made by the Eligible Employee on a pre-tax basis
under the Qualified Plan.

     (b)  Additional  Deferrals.  In  addition to Basic  Deferrals,  an Eligible
Employee  may  elect to defer  Additional  Deferrals  under  this  Plan in whole
percentages  up to nine (9)  percent of his  Compensation,  less the  Additional
Contributions  deferred by the  Eligible  Employee on a pre-tax  basis under the
Qualified Plan.

     Either of such  elections  must be made at least  ten (10) days  prior to a
Year to be effective in that Year; provided, however, that an Employee who first
becomes  eligible  to  participate  during a Year may make such an election on a
prospective  basis  within  thirty (30) days of first  becoming  eligible.  Such
election shall be made by providing for the deferral of Eligible Earnings to the
Plan on the appropriate payroll form(s), and once made shall apply automatically
to any increase or decrease in Eligible  Earnings during any given Year and from
Year to Year unless a different  deferral election is appropriately  made. Also,
where an Eligible  Employee at the time of election to defer under the Qualified
Plan  elects to defer the maximum  allowable  percentage  of  Eligible  Earnings
thereunder,  such Employee's elected Deferral under the Plan shall automatically
increase or decrease  during any given Year and from Year to Year as a result of
such Employee's  deferring a lesser or greater  percentage of Eligible  Earnings
under the Qualified Plan as the maximum percentage allowable, unless a different
Deferral election is appropriately made. Employee Deferrals shall be credited to
the Participant's  SVDP Ledger at such times and in such manner as determined by
the Committee, but no less frequently than monthly.

     4.2 Crediting of Employer Matching Deferrals.  A Participant who as elected
to have a Basic  Deferral under Section  4.1(a) will be  automatically  credited
with an amount equal to the Employer Contribution to which the Participant would
have  been  entitled  under  the  Qualified  Plan  in the  absence  of any  Code
Limitations  had his  Deferrals  under this Plan been made  under the  Qualified
Plan,  reduced by the  amounts  allocated  as Employer  Contributions  under the
Qualified  Plan.  Such  Employer  Matching  Deferrals  shall be credited to each
Participant's SVDP Ledger at such times and in such manner as the Committee,  in
its sole discretion determines, but no less frequently than monthly.


<PAGE>


                     SECTION 5.  SVDP LEDGER

     5.1 SVDP Ledger.  The Committee  shall  establish for each  Participant  an
appropriate  bookkeeping  record  (hereinafter  called the "SVDP  Ledger") which
shall  reflect the amounts  deferred on behalf of each  Participant  as Employee
Deferrals  and  Employer  Matching  Deferrals.  All  deferrals  credited to each
Participant's SVDP Ledger will be converted into credited shares of Common Stock
as though  purchased by the Trustee of the Qualified Plan in accordance with the
provisions of such Plan.

     5.2  Adjustment  of Amounts  Credited  to SVDP  Ledgers.  The value of each
Participant's  SVDP  Ledger  shall  be  adjusted  from  time to time to  reflect
increases  and  decreases in shares of Common Stock as well as any stock or cash
dividends  and stock  splits that may from time to time be  declared.  All stock
dividends  attributable to hypothetical  shares of Common Stock credited to each
Participant's  SVDP Ledger shall be converted to additional  credited  shares of
Common Stock as though reinvested as of the next business day after the dividend
is paid.

     5.3  Credited  Common  Stock  Not  Stock.  Nothing  in this  Plan  shall be
construed to require the  investment  of any deferrals in shares of Common Stock
or give a Participant any rights whatsoever with respect to any shares of Common
Stock.

     5.4  Charges  Against  SVDP  Ledger.  There shall be charged  against  each
Participant's  SVDP  Ledger  any  payments  made  to the  Participant  or to his
Beneficiary in accordance with Section 6 hereof.


<PAGE>


                SECTION 6.  PAYMENT OF BENEFITS

     6.1 When Payment Made. Upon a Participant's  Termination  Date, there shall
be paid to the Participant,  or in the event of the  Participant's  death to the
Participant's Beneficiary or Beneficiaries,  the aggregate amounts payable under
Section 6.2 as charges against the Participant's account in the SVDP Ledger.

     6.2 Payment Manner and Amount. All benefits payable under the terms of this
Plan to a Participant (or his Beneficiary(ies)) shall be paid as a lump-sum cash
distribution.  Such payment shall be in an amount  equivalent to the Fair Market
Value of the number of shares of Common  Stock in the  Participant's  account on
the Termination  Date together with any cash for deferrals that had not yet been
converted into Common Stock pursuant to Section 5.1 as of the distribution date.

6.3 Financial Emergency.3 Financial Emergency.  The Committee (or its delegate),
at its sole  discretion,  may alter the timing or manner of payment of  deferred
amounts if the Participant establishes, to the satisfaction of the Committee (or
its delegate),  an unanticipated and severe financial hardship that is caused by
an event beyond the Participant's  control. In such event, the Committee (or its
delegate) may:

      (a) provide that all, or a portion of, the amount  previously  deferred by
the Participant immediately shall be paid in a lump sum cash payment, or

      (b) provide for such installment payment schedules as it deems appropriate
under the circumstances,

     as long as the  amount  distributed  shall not be in excess of that  amount
which is  necessary  for the  Participant  to satisfy the  financial  emergency.
Severe  financial  hardship  will be deemed to have occurred in the event of the
Participant's or a dependent's  sudden,  lengthy and serious illness as to which
considerable  medical expenses are not covered by insurance or relative to which
there results a significant loss of family income, or other unanticipated events
of similar  magnitude.  The  Committee's  decision (or that of its  delegate) in
passing on the severe  financial  hardship of the  Participant and the manner in
which,  if at all, the payment of deferred  amounts shall be altered or modified
shall be final, conclusive, and not subject to appeal.


<PAGE>


             SECTION 7.  BENEFICIARY DESIGNATIONSECTION

7.1 Designation of Beneficiary.

      (a) A Participant shall designate a Beneficiary or Beneficiaries who, upon
the  Participant's  death,  are to receive the amounts that otherwise would have
been paid to the Participant. All designations shall be in writing and signed by
the Participant.  The designation  shall be effective only if and when delivered
to the Corporation during the lifetime of the Participant.  The Participant also
may change his  Beneficiary or  Beneficiaries  by a signed,  written  instrument
delivered to the Corporation. The payment of amounts shall be in accordance with
the last unrevoked  written  designation of Beneficiary that has been signed and
delivered to the Corporation. All Beneficiary designations shall be addressed to
the Secretary of SCANA  Corporation  and  delivered to his office,  and shall be
processed  as  indicated  in  subsection  (b) below by the  Secretary  or by his
authorized designee.

      (b)   The  Secretary of SCANA  Corporation  (or his  authorized  designee)
            shall,  upon receipt of the Beneficiary  designation:  (1) ascertain
            that the designation has been signed, and if it has not been, return
            it to the Participant for his
signature;

            (2) if signed, stamp the designation  "Received",  indicate the date
of receipt, and initial the designation in the proximity of the stamp.

7.2   Death of Beneficiary.2   Death of Beneficiary.

     (a) In the  event  that  all of the  Beneficiaries  named  in  Section  7.1
predecease the  Participant,  the amounts that otherwise would have been paid to
said  Beneficiaries  shall, where the designation fails to redirect to alternate
Beneficiaries in such circumstance,  be paid to the Participant's  estate as the
alternate Beneficiary.

     (b) In the event that two or more  Beneficiaries are named, and one or more
but  less  than  all of such  Beneficiaries  predecease  the  Participant,  each
surviving  Beneficiary  shall  receive any dollar  amount or proportion of funds
designated  or  indicated  for him per the  designation  of Section 7.1, and the
dollar amount or designated or indicated share of each  predeceased  Beneficiary
which the  designation  fails to redirect to an  alternate  Beneficiary  in such
circumstance  shall  be  paid  to  the  Participant's  estate  as  an  alternate
Beneficiary.

7.3   Ineffective Designation.

      (a) In the event the Participant  does not designate a Beneficiary,  or if
for any reason such  designation  is  entirely  ineffective,  the  amounts  that
otherwise  would  have  been  paid  to the  Beneficiary  shall  be  paid  to the
Participant's estate as the alternate Beneficiary.

      (b) In the  circumstance  that  designations  are  effective  in part  and
ineffective in part, to the extent that a designation is effective, distribution
shall be made so as to carry out as  closely  as  discernable  the intent of the
Participant,  with  result  that  only  to  the  extent  that a  designation  is
ineffective shall distribution instead be made to the Participant's estate as an
alternate Beneficiary.


<PAGE>


              SECTION 8.  CHANGE IN CONTROL PROVISIONS

8.1   Accelerated   Distributions   Upon   Change  in   Control8.1   Accelerated
Distributions Upon Change in Control.  Notwithstanding  anything in this Plan to
the  contrary  and  subject  to the  terms of any  agreement,  if any,  upon the
occurrence of a Change in Control where there has not been a termination  of the
SCANA  Corporation  Key Employee  Severance  Benefits  Plan prior  thereto,  the
amounts (or remaining amounts) held in each Participant's SVDP Ledger under this
Plan as of the date of such Change in Control (referred to as each Participant's
"SVDP  Benefit")  shall become  immediately  due and payable.  All SVDP Benefits
payable  this  Section  8.1  shall be paid to each  Participant  (and his or her
Beneficiary)  in the form of a single lump sum cash  payment,  together  with an
amount  (the  "Gross-Up  Payment")  such that the net  amount  retained  by each
Participant  after  deduction  of any excise tax imposed by Section  4999 of the
Code (or any similar tax that may  hereafter be imposed) on such  benefits  (the
"Excise Tax") and any Federal,  state,  and local income tax and Excise Tax upon
the SVDP Benefit and the Gross-Up  Payment  provided for by this Section 8 shall
be equal to the value of the Participant's  SVDP Benefit.  Such payment shall be
made by the  Corporation  (or to the extent assets are  transferred to the SCANA
Corporation  Executive  Benefit  Plan  Trust  by the  trustee  of such  trust in
accordance   with  the  trust's  terms)  to  the  Participant  (or  his  or  her
Beneficiary) as soon as practicable  following the Change in Control,  but in no
event  later  than the date  specified  by the  terms of the  SCANA  Corporation
Executive  Benefit  Plan Trust.  In all events,  if the Key  Employee  Severance
Benefits  Plan was  terminated  prior  to such  Change  in  Control,  then,  the
provisions of this Section shall not apply and  Participants'  benefits shall be
determined and paid under the otherwise applicable provisions of the Plan and/or
any individual Participant agreement.

8.2 Tax Computation.2 Tax Computation. For purposes of determining the amount of
the Gross-Up  Payment referred to in Section 8.1, whether any of a Participant's
SVDP  Benefit  will be subject to the Excise Tax, and the amounts of such Excise
Tax:  (i) there  shall be taken into  account  all other  payments  or  benefits
received or to be  received  by a  Participant  in  connection  with a Change in
Control of the  Corporation  (whether  pursuant to the terms of this Plan or any
other plan,  arrangement,  or agreement with the  Corporation,  any person whose
actions  result  in a  Change  in  Control  of the  Corporation  or  any  person
affiliated  with the  Corporation  or such  person);  and (ii) the amount of any
Gross-Up  Payment  payable  with  respect  to  any  Participant  (or  his or her
Beneficiary)  by reason of such payment shall be determined in accordance with a
customary  "gross-up formula," as determined by the Committee or its designee in
it its sole discretion.

8.3 No Subsequent  Recalculation of Tax Liability8.3 No Subsequent Recalculation
of Tax Liability. The Gross-Up Payments described in the foregoing provisions of
this  Section 8 are  intended  and  hereby  deemed to be a  reasonably  accurate
calculation  of each  Participant's  actual  income tax and Excise Tax liability
under the circumstances  (or such tax liability of his or her Beneficiary),  the
payment  of  which is to be made by the  Corporation  or the  SCANA  Corporation
Executive  Benefit Plan Trust. All such  calculations of tax liability shall not
be subject to subsequent  recalculation  or adjustment in either an underpayment
or  overpayment  context  with  respect  to  the  actual  tax  liability  of the
Participant (or his or her Beneficiary) ultimately determined as owed.

8.4  Successors.  Notwithstanding  anything  in this Plan to the  contrary,  and
subject to the terms of an individual  Participant  agreement,  if any, upon the
occurrence  of a Change  in  Control,  and  only if the  SCANA  Corporation  Key
Employee  Severance  Benefits Plan ("KESBP") was terminated prior to such Change
in Control,  the Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation, or otherwise) of all or substantially all of
the  business  and/or  assets of the Company or of any  division  or  subsidiary
thereof to  expressly  assume and agree to perform  this Plan in the same manner
and to the same extent  that the  Company  would be required to perform it if no
such  succession  had taken place,  subject to the remaining  provisions of this
Section  8.4.  In the  event of such a Change  in  Control  where  the  KESBP is
terminated,   Participants  shall  become  entitled  to  benefits  hereunder  in
accordance  with the  terms of this  Plan,  and/or  any  individual  Participant
agreement, based on amounts credited to each Participant's SVDP Ledger as of the
date of such  Change in  Control  plus  interest  on such  amounts  at the prime
interest rate charged from time to time by the Wachovia Bank of South  Carolina,
N.A. to the end of the month prior to the month such amounts are  distributed to
each  Participant.  In such case,  any  successor  to the  Company  shall not be
required to provide for additional deferrals of benefits beyond the date of such
Change in Control. In addition, and notwithstanding Section 8.5 to the contrary,
if there is a Change in Control and the KESBP is terminated prior to such Change
in  Control,  a  successor  to the Company may amend this Plan to provide for an
automatic lump sum distribution of the then current value of Participants'  SVDP
Ledgers hereunder without such amendment being treated as an amendment  reducing
any benefits earned.

8.5  Amendment  and  Termination  After Change in Control.  Notwithstanding  the
foregoing,  and  subject  to this  Section  8,  no  amendment,  modification  or
termination  of the Plan may be made,  and no  Participants  may be added to the
Plan,  upon or  following  a Change in  Control  if it would  have the effect of
reducing any benefits earned (including optional forms of distribution) prior to
such  Change  in  Control  without  the  written  consent  of all of the  Plan's
Participants  covered  by the Plan at such time.  In all  events,  however,  the
Corporation  reserves  the right to amend,  modify or delete the  provisions  of
Section  8 at any  time  prior  to a  Change  in  Control,  pursuant  to a Board
resolution  adopted  by a vote of  two-thirds  (2/3) of the Board  members  then
serving on the Board.


<PAGE>


                SECTION 9.  GENERAL PROVISIONSSECTION 9.  GENERAL PROVISIONS

     9.1 Contractual Obligation.  It is intended that the Corporation is under a
contractual  obligation to make payments from a Participant's  account when due.
Payment  of  account  balances  shall  be made out of the  general  funds of the
Corporation as determined by the Board without any  restriction of the assets of
the Corporation  relative to the payment of such  contractual  obligations;  the
Plan is, and shall operate as, an unfunded plan.

     9.2  Unsecured  Interest.  No  Participant  or  Beneficiary  shall have any
interest whatsoever in any specific asset of the Corporation. To the extent that
any person acquires a right to receive payment under this Plan, such right shall
be no  greater  than  the  right  of  any  unsecured  general  creditor  of  the
Corporation.

     9.3 "Rabbi" Trust.  In connection with this Plan, the Board shall establish
a grantor trust (known as the "SCANA Corporation  Executive Benefit Plan Trust")
for the purpose of accumulating funds to satisfy the obligations incurred by the
Corporation under this Plan (and such other plans and arrangements as determined
from time to time by the Corporation). At any time prior to a Change in Control,
as that term is defined in such Trust,  the  Corporation  may transfer assets to
the Trust to satisfy all or part of the obligations  incurred by the Corporation
under this Plan, as  determined  in the sole  discretion of the Committee or its
designee,  subject to the return of such assets to the  Corporation at such time
as  determined in  accordance  with the terms of such Trust.  Any assets of such
Trust  shall  remain at all times  subject  to the  claims of  creditors  of the
Corporation in the event of the Corporation's insolvency;  and no asset or other
funding  medium used to pay benefits  accrued under the Plan shall result in the
Plan being considered as other than "unfunded" under ERISA.  Notwithstanding the
establishment  of the Trust,  the right of any  Participant  to  receive  future
payments  under the Plan shall  remain an  unsecured  claim  against the general
assets of the Corporation.

9.4    Employment/Participation Rights

      (a) Nothing in the Plan shall interfere with or limit in any way the right
of the Company to terminate any Participant's employment at any time, nor confer
upon any Participant any right to continue in the employ of the Company.

      (b) Nothing in the Plan shall be construed to be evidence of any agreement
or understanding, express or implied, that the Company will continue to employ a
Participant   in  any  particular   position  or  at  any  particular   rate  of
remuneration.


      (c) No employee  shall have a right to be selected as a  Participant,  or,
having been so selected, to be selected again as a Participant.

      (d)  Nothing  in this  Plan  shall  affect  the  right of a  recipient  to
participate in and receive  benefits  under and in accordance  with any pension,
profit-sharing,  deferred  compensation  or other benefit plan or program of the
Corporation.

9.5    Nonalienation of Benefits

      (a) No right or benefit under this Plan shall be subject to  anticipation,
alienation, sale, assignment, pledge, encumbrance, or change, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber or change the same shall be
void; nor shall any such disposition be compelled by operation of law.

      (b) No right or  benefit  hereunder  shall in any  manner be liable for or
subject to the debts, contracts, liabilities, or torts of the person entitled to
benefits under the Plan.

      (c) If any Participant or Beneficiary  hereunder should become bankrupt or
attempt to anticipate,  alienate,  sell, assign, pledge, encumber, or change any
right or benefit hereunder,  then such right or benefit shall, in the discretion
of the Committee,  cease,  and the Committee shall direct in such event that the
Corporation  hold or apply the same or any part  thereof  for the benefit of the
Participant  or  Beneficiary  in  such  manner  and in  such  proportion  as the
Committee may deem proper.

     9.6 Severability. If any particular provision of the Plan shall be found to
be  illegal  or  unenforceable  for  any  reason,  the  illegality  or  lack  of
enforceability  of such provision  shall not affect the remaining  provisions of
the Plan,  and the Plan shall be  construed  and  enforced  as if the illegal or
unenforceable provision had not been included.

     9.7 No Individual  Liability.  It is declared to be the express purpose and
intention  of the  Plan  that no  liability  whatsoever  shall  attach  to or be
incurred by the shareholders,  officers,  or directors of the Corporation or any
representative appointed hereunder by the Corporation, under or by reason of any
of the terms or conditions of the Plan.

     9.8 Applicable Law. This Plan shall be governed and construed in accordance
with the laws of the State of South  Carolina,  except to the extent governed by
applicable Federal law.


<PAGE>


   SECTION 10.  PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

     10.1 In General.  This Plan shall be administered  by the Committee,  which
shall have the sole authority to construe and interpret the terms and provisions
of the Plan and determine the amount, manner and time of payment of any benefits
hereunder. The Committee shall maintain records, make the requisite calculations
and  disburse  payments  hereunder,  and  its  interpretations,  determinations,
regulations  and  calculations  shall be final and  binding on all  persons  and
parties  concerned.  The Committee  may adopt such rules as it deems  necessary,
desirable or appropriate in administering this Plan and the Committee may act at
a meeting,  in a writing without a meeting, or by having actions otherwise taken
by a member  of the  Committee  pursuant  to a  delegation  of  duties  from the
Committee.

     10.2  Claims  Procedure.  Any  person  dissatisfied  with  the  Committee's
determination of a claim for benefits  hereunder must file a written request for
reconsideration  with  the  Committee.  This  request  must  include  a  written
explanation  setting forth the specific  reasons for such  reconsideration.  The
Committee shall review its determination  promptly and render a written decision
with respect to the claim,  setting  forth the specific  reasons for such denial
written in a manner  calculated to be understood by the claimant.  Such claimant
shall be given a  reasonable  time within which to comment,  in writing,  to the
Committee  with  respect to such  explanation.  The  Committee  shall review its
determination  promptly and render a written decision with respect to the claim.
Such  decision  upon matters  within the scope of the authority of the Committee
shall be conclusive, binding, and final upon all claimants under this Plan.

     10.3 Finality of  Determination.  The  determination of the Committee as to
any  disputed  questions  arising  under  this  Plan,   including  questions  of
construction and interpretation,  shall be final,  binding,  and conclusive upon
all persons.

     10.4  Delegation  of  Authority.  The  Committee  may,  in its  discretion,
delegate  its duties to an officer or other  employee  of the  Company,  or to a
committee composed of officers or employees of the Company.

     10.5  Expenses.  The cost of  payment  from this Plan and the  expenses  of
administering the Plan shall be borne by the Corporation.

     10.6 Tax Withholding.  The Corporation  shall have the right to deduct from
all payments made from the Plan any federal,  state,  or local taxes required by
law to be withheld with respect to such payments.


     10.7 Incompetency. Any person receiving or claiming benefits under the Plan
shall be  conclusively  presumed to be mentally  competent  and of age until the
Company  receives  written notice,  in a form and manner  acceptable to it, that
such  person  is  incompetent  or a  minor,  and that a  guardian,  conservator,
statutory  committee  under the South  Carolina  Code of Laws,  or other  person
legally vested with the care of his estate has been appointed. In the event that
the Company finds that any person to whom a benefit is payable under the Plan is
unable to properly  care for his  affairs,  or is a minor,  then any payment due
(unless a prior claim therefor  shall have been made by a duly  appointed  legal
representative)  may be paid to the spouse,  a child, a parent,  or a brother or
sister,  or to any person deemed by the Company to have incurred expense for the
care of such person otherwise entitled to payment.

     In the event a guardian or conservator or statutory committee of the estate
of any person  receiving or claiming  benefits under the Plan shall be appointed
by a court of competent jurisdiction, payments shall be made to such guardian or
conservator or statutory  committee provided that proper proof of appointment is
furnished in a form and manner  suitable to the Company.  Any payment made under
the  provisions of this Section 10.7 shall be a complete  discharge of liability
therefor under the Plan.

     10.8 Action by  Corporation.  Any action  required or permitted to be taken
hereunder by the Corporation or its Board shall be taken by the Board, or by any
person or persons authorized by the Board.

     10.9  Notice  of  Address.  Any  payment  made to a  Participant  or to his
Beneficiary  at the last known post office  address of the  distributee  on file
with the Corporation,  shall constitute a complete  acquittance and discharge to
the  Corporation  and any director or officer with respect  thereto,  unless the
Corporation  shall  have  received  prior  written  notice of any  change in the
condition or status of the distributee. Neither the Corporation nor any director
or officer  shall have any duty or  obligation  to search for or  ascertain  the
whereabouts of the Participant or his Beneficiary.

     10.10 Amendment and  Termination.  The  Corporation  expects the Plan to be
permanent  but,  since future  conditions  affecting the  Corporation  cannot be
anticipated or foreseen, the Corporation reserves the right to amend, modify, or
terminate  the Plan at any time by action of its  Board,  subject  to Section 8;
provided,  however,  that any such action shall not diminish  retroactively  any
amounts deferred,  which have been credited to any Participant's SVDP Ledger. If
the Board amends the Plan to cease future deferrals  hereunder or terminates the
Plan, the Board may, in its sole discretion,  direct that the deferrals value of
each Participant's  SVDP Ledger be paid to each Participant (or Beneficiary,  if
applicable)  in an  immediate  lump  sum  payment.  In the  absence  of any such
direction from the Board, the Plan shall continue as a "frozen" plan under which
no future  deferrals  will be recognized  (however,  changes in value of amounts
credited to Participants' SVDP Ledgers shall continue to be recognized) and each
Participant's benefits shall be paid in accordance with the otherwise applicable
terms of the Plan.


<PAGE>


                   SECTION 11. EXECUTION


IN WITNESS WHEREOF, the Company has caused this SCANA Corporation  Supplementary
Voluntary  Deferral  Plan to be executed  by its duly  authorized  officer  this
______ day of __________________________,  199___, to be effective as of October
21, 1997.

                          SCANA Corporation


                          By:____________________________

                          Title:___________________________

ATTEST:

---------------------------------
Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>0016.txt
<DESCRIPTION>SCANA KEY EMPLOYEE RETENTION PLAN
<TEXT>






                                                        Exhibit 10.02








                                SCANA CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                             as amended and restated
                                 effective as of
                                October 21, 1997














<PAGE>


                                SCANA CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                                TABLE OF CONTENTS


                                                                          Page


SECTION 1.  ESTABLISHMENT OF THE PLAN.....................................  1

         1.1      Establishment of the Plan...............................  1
         1.2      Description of the Plan.................................  1
         1.3      Purpose of the Plan.....................................  1

SECTION 2.    DEFINITIONS.................................................  2

         2.1      Definitions.............................................  2
         2.2      Gender and Number.......................................  4

SECTION 3.   ELIGIBILITY AND PARTICIPATION................................  5

         3.1      Eligibility.............................................  5
         3.2      Termination of Participation............................  5
         3.3      Reemployment of Former Participant......................  5

SECTION 4.   BENEFITS.....................................................  6

         4.1      Eligibility for Benefits................................  6
         4.2      Amount of Retirement Benefit............................  6
         4.3      Commencement, Form and Duration of Payment..............  6
         4.4      Pre-retirement Spouse Benefit...........................  7
         4.5      Documentation...........................................  7

SECTION 5.   FINANCING....................................................  8

         5.1      Financing of Benefits...................................  8
         5.2      "Rabbi" Trust...........................................  8



<PAGE>


SECTION 6.   GENERAL PROVISIONS............................................ 9

         6.1      Employment/Participation Rights.......................... 9
         6.2      Nonalienation of Benefits................................ 9
         6.3      Severability............................................. 9
         6.4      No Individual Liability................................. 10
         6.5      Applicable Law.......................................... 10

SECTION 7.   PLAN ADMINISTRATION, AMENDMENT AND TERMINATION............... 11

         7.1      In General.............................................. 11
         7.2      Claims Procedure........................................ 11
         7.3      Finality of Determination............................... 11
         7.4      Delegation of Authority................................. 11
         7.5      Expenses................................................ 11
         7.6      Tax Withholding......................................... 11
         7.7      Incompetency............................................ 11
         7.8      Action by Corporation................................... 12
         7.9      Notice of Address....................................... 12
         7.10     Amendment and Termination............................... 12

SECTION 8.   CHANGE IN CONTROL PROVISIONS................................. 13

         8.1      Accelerated Distributions Upon Change in Control........ 13
         8.2      Tax Computation......................................... 13
         8.3      No Subsequent Recalculation of Tax Liability............ 13
         8.4      Successors...............................................14
         8.5      Amendment and Termination after Change in Control........14

SECTION 10.       EXECUTION ...............................................15





<PAGE>








                                SCANA CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                      SECTION 1. ESTABLISHMENT OF THE PLAN

1.1 Establishment of the Plan. SCANA CORPORATION (the "Corporation") established
the SUPPLEMENTAL  EXECUTIVE  RETIREMENT PLAN (the "Supplemental Plan") effective
as of January 1, 1994. The Supplemental Plan was amended and restated, effective
December 18, 1996,  and is hereby further  amended and restated  effective as of
October 21, 1997.

1.2 Description of the Plan. This  Supplemental Plan is intended to constitute a
nonqualified deferred compensation plan which, in accordance with ERISA Sections
201(2),  301(a)(3) and 401(a)(1),  is unfunded and established primarily for the
purpose of providing  deferred  compensation for a select group of management or
highly compensated employees.

1.3 Purpose of the Plan. In addition to the description of the Supplemental Plan
as set forth in subsection 1.2 above,  the primary  objective of the Corporation
in establishing  this Supplemental  Plan is to provide  supplemental  retirement
income to  certain  employees  of the  Company  whose  benefits  under the SCANA
Corporation  Retirement  Plan are  limited in  accordance  with the  limitations
imposed by Code Section 415 on the amount of annual retirement  benefits payable
to employees from qualified  pension  plans,  by Code Section  401(a)(17) on the
amount of annual  compensation  that may be taken into account for all qualified
plan   purposes,   or  by  certain  other  design   limitations  on  determining
compensation under the Qualified Plan.

                             SECTION 2. DEFINITIONS

2.1  Definitions.  Whenever used in the  Supplemental  Plan, the following terms
shall have the respective  meanings set forth below,  unless otherwise expressly
provided  herein  or unless a  different  meaning  is  plainly  required  by the
context,  and when the defined  meaning is  intended,  the term is  capitalized.
Capitalized  terms not defined  herein  shall have the  respective  meanings set
forth in the Qualified Plan.

         (a) "Actuarial  Equivalent" shall mean the actuarial equivalent factors
applied under the Qualified Plan. In applying Actuarial Equivalent factors under
this Supplemental Plan, the same procedures shall apply as would apply under the
Qualified Plan under similar circumstances.

         (b) "Agreement"  means a contract between an Eligible  Employee and the
Company permitting the Eligible Employee to participate in the Supplemental Plan
and  delineating  the  benefits (if any) that are to be provided to the Eligible
Employee in lieu of or in addition to the benefits  described under the terms of
this Supplemental Plan.

         (c) "Beneficial  Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

         (d)  "Beneficiary"  means the individual  designated by the Participant
(on such form as  prescribed  by the  Committee)  to receive  the  Participant's
benefits  under  Section 8 if the  Participant  shall have died prior to receipt
thereof. In the absence of an effective  Beneficiary  designation,  such amounts
shall be paid to the  Participant's  Beneficiary  determined under the Qualified
Plan.

         (e) "Board" means the Board of Directors of the Corporation.

         (f) "Change in Control" means a change in control of the Corporation of
a nature  that would be  required  to be  reported  in  response to Item 6(e) of
Schedule 14A of Regulation 14A  promulgated  under the Exchange Act,  whether or
not the  Corporation  is then subject to such reporting  requirements;  provided
that,  without  limitation,  such a Change  in  Control  shall be deemed to have
occurred if:

                  i) Any Person (as defined in Section  3(a)(9) of the  Exchange
Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined
in Section 13(d)) is or becomes the Beneficial Owner, directly or indirectly, of
twenty  five  percent  (25%)  or  more  of  the  combined  voting  power  of the
outstanding shares of capital stock of the Corporation;

                  ii)  During  any  period  of two (2)  consecutive  years  (not
including  any period  prior to  December  18,  1996)  there shall cease to be a
majority of the Board comprised as follows:  individuals who at the beginning of
such period  constitute the Board and any new director(s)  whose election by the
Board or nomination for election by the Corporation's  stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either  were  directors  at the  beginning  of the period or whose  election  or
nomination for election was previously so approved;

                  iii) The issuance of an Order by the  Securities  and Exchange
Commission  (SEC),  under Section  9(a)(2) of the Public Utility Holding Company
Act of 1935 as amended  (the "1935 Act"),  authorizing  a third party to acquire
five percent (5%) or more of the Corporation's voting shares of capital stock;

                  iv) The  shareholders of the  Corporation  approve a merger or
consolidation of the Corporation with any other corporation, other than a merger
or consolidation which would result in the voting shares of capital stock of the
Corporation  outstanding  immediately  prior  thereto  continuing  to  represent
(either by remaining  outstanding  or by being  converted  into voting shares of
capital  stock of the  surviving  entity) at least eighty  percent  (80%) of the
combined  voting power of the voting shares of capital stock of the  Corporation
or  such  surviving  entity   outstanding   immediately  after  such  merger  or
consolidation; or the shareholders of the Corporation approve a plan of complete
liquidation  of the  Corporation  or an agreement for the sale or disposition by
the Corporation of all or substantially all of the Corporation's assets; or

                  v) The  shareholders  of the  Corporation  approve  a plan  of
complete  liquidation,  or the sale or disposition of South Carolina  Electric &
Gas Company  (hereinafter SCE&G),  South Carolina Pipeline  Corporation,  or any
subsidiary of SCANA designated by the Board as a "Material Subsidiary," but such
event shall represent a Change in Control only with respect to a Participant who
has been exclusively assigned to SCE&G, South Carolina Pipeline Corporation,  or
the affected Material Subsidiary.

         (g) "Code" means the Internal Revenue Code of 1986, as amended.

         (h) "Code  Limitations"  means the limitations  imposed by Code Section
415 on the  amount of annual  retirement  benefits  payable  to  employees  from
qualified  pension plans and by Code Section  401(a)(17) on the amount of annual
compensation that may be taken into account for all qualified plan purposes.

         (i)  "Committee"   means  the  Management   Development  and  Corporate
Performance Committee of the Board.

         (j)  "Company"  means  the  Corporation  and  any  subsidiaries  of the
Corporation  and their  successor(s)  or assign(s) that adopt this  Supplemental
Plan through execution of Agreements with any of their Employees or otherwise.

         (k)  "Compensation"   means  "Compensation"  as  determined  under  the
Qualified Plan, without regard to the limitation under Section 401(a)(17) of the
Code and  including  any  amounts  deferred  under  any  non-qualified  deferred
compensation plan of the Corporation (excluding the Supplemental Plan).

         (l)   "Corporation"   means  SCANA   Corporation,   a  South   Carolina
corporation, or any successor thereto.

         (m) "Effective Date" means December 18, 1996.

         (n)  "Eligible  Employee"  means an  Employee  who is  employed  by the
Company  in  a  high-level  management  or  administrative  position,  including
employees who also serve as officers and/or directors of the Company.

         (o) "Employee"  means a person who is actively  employed by the Company
and who falls under the usual common law rules  applicable  in  determining  the
employer-employee relationship.

         (p)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

         (q)  "Participant"  means any Eligible Employee who is participating in
the Supplemental Plan in accordance with the provisions herein set forth.

         (r) "Qualified Plan" means the SCANA Corporation Retirement Plan, as in
effect on the Effective  Date, and as may be further  amended and in effect from
time to time.

         (s)  "Supplemental   Plan"  means  this  plan,  the  SCANA  Corporation
Supplemental Executive Retirement Plan.

2.2 Gender and Number.  Except when  otherwise  indicated  by the  context,  any
masculine  terminology  used  herein  shall also  include the  feminine  and the
feminine  shall  include  the  masculine,  and the use of any term herein in the
singular may also include the plural and the plural shall include the singular.


<PAGE>


                    SECTION 3. ELIGIBILITY AND PARTICIPATION

3.1  Eligibility.  An  Eligible  Employee  shall  become  a  Participant  in the
Supplemental Plan on the first day on which:

         (a) his accrued benefit  calculated under the Qualified Plan is limited
in accordance with either of the Code Limitations or due to his participation in
a non-qualified  deferred  compensation plan of the Corporation (other than this
Supplemental Plan); and

         (b) he  enters  into  an  Agreement  with  the  Company  regarding  his
participation in the Supplemental Plan.

3.2  Termination  of  Participation.  An  Eligible  Employee  who is eligible to
participate in this  Supplemental  Plan under  subsection 3.1 above shall remain
covered  hereunder  until the date upon which his employment  terminates for any
reason  and,  thereafter,  so  long  as  any  benefits  are  payable  from  this
Supplemental  Plan. Unless the terms of the  Participant's  Agreement provide to
the contrary, if the Participant is not eligible for benefits in accordance with
the  provisions  of  Section  4.1 at the time  his  employment  terminates,  the
Participant  shall terminate his participation in the Supplemental Plan when his
employment with the Company terminates.

3.3  Reemployment of Former  Participant.  Notwithstanding  any provision of the
Supplemental  Plan or an Agreement to the contrary,  any person reemployed as an
Employee  who  previously  participated  in  and  received  benefits  under  the
Supplemental Plan shall not be eligible to participate again in the Supplemental
Plan, and any payments or future rights to payments under the Supplemental  Plan
made or to be made with respect to such Participant shall not be discontinued on
account of such reemployment.





<PAGE>


                               SECTION 4. BENEFITS

4.1  Eligibility  for  Benefits.  A  Participant  shall be  eligible to commence
receipt of a benefit under the Supplemental  Plan in accordance with and subject
to the provisions of the Supplemental  Plan, upon the later of the Participant's
termination  of  employment  with  the  Company  or the  Participant's  Earliest
Retirement Date or in an Agreement;  provided, however, that, except as provided
in the following  sentence or as may  otherwise be provided by an Agreement,  no
benefit  shall be  payable  under  this  Supplemental  Plan  with  respect  to a
Participant who terminates  employment with the Company prior to becoming vested
in his accrued benefit under the Qualified Plan.  Notwithstanding the foregoing,
if a Participant is involuntarily  terminated  following or incident to a Change
in Control and prior to becoming  fully vested in his accrued  benefit under the
Qualified Plan, a benefit will be paid under this  Supplemental  Plan,  based on
the  Participant's  Compensation and Years of Benefit Service at the time of the
Participant's termination of employment.

4.2 Amount of Retirement Benefit. Unless otherwise provided in an Agreement, the
amount of any  retirement  benefit  payable to a  Participant  pursuant  to this
Supplemental  Plan shall be determined at the time the Participant first becomes
eligible to receive benefits under the  Supplemental  Plan and shall be equal to
the excess, if any, of:

         i) The monthly  pension  amount that would have been  payable at Normal
Retirement  Age or, if  applicable,  Delayed  Retirement Age under the Qualified
Plan to the Participant  determined  based on Compensation as defined under this
Supplemental  Plan and  disregarding the Code Limitations and any reductions due
to the Participant's  deferral of compensation  under any nonqualified  deferred
compensation plan of the Company (other than this Supplemental Plan); over

         ii) The monthly pension amount payable at Normal  Retirement Age or, if
applicable, Delayed Retirement Age under the Qualified Plan to the Participant.

         If such  benefit is  scheduled  to  commence  prior to a  Participant's
Normal  Retirement Date, the benefit to be paid under this Plan shall be reduced
in  accordance  with  the  Early  Retirement  reduction  factors  and  Actuarial
Equivalent factors under the Qualified Plan as of the date of determination.

4.3      Commencement,  Form and Duration of Payment.  Unless the terms of the
         Participant's  Agreement provide to the contrary:

         (a) Participant's  Benefit.  Monthly benefit payments for a Participant
shall begin as of the first day of the calendar  month next  following the later
of the date the  Participant's  employment  with the Company  terminates  or the
Participant's  Earliest  Retirement  Date under the Qualified  Plan and shall be
paid under the normal form of benefit payment under the Qualified Plan; and

         (b)  Post-Retirement  Spouse  Benefit.  If the  Participant  dies after
benefit payments have commenced, and he has an eligible Spouse, such Spouse will
then receive monthly benefits equal to 60 percent of the  Participant's  benefit
for the rest of the Spouse's lifetime.

4.4  Pre-retirement  Spouse  Benefit.  Unless  the  terms  of the  Participant's
Agreement  provide  to the  contrary,  if a  Participant  dies on or  after  the
Effective Date, and satisfies the following conditions:

         (a)      on the date of his death,  he was legally  married and had
                  been so married to the same spouse for at least one year; and

         (b)      on the date of his death, he was entitled to a benefit
                  pursuant to Section 4.1; and

         (c)      he had not begun to receive payments under this Supplemental
                  Plan,

         his Spouse shall be eligible for a pre-retirement  Spouse benefit under
this Supplemental Plan. The Participant's  surviving Spouse shall be entitled to
receive monthly benefits  beginning on the first of the month next following the
Participant's  death and continuing for the remainder of the Spouse's  lifetime.
The  surviving  Spouse's  Pre-retirement  Spouse  Benefit  shall be equal to the
excess, if any, of:

                  i) The monthly  pension  amount  that would have been  payable
under the  Qualified  Plan to the  surviving  Spouse (as a 60  percent  survivor
annuity)  determined  based on the  Participant's  Compensation as defined under
this  Supplemental Plan and disregarding the Code Limitations and any reductions
due to  the  Participant's  deferral  of  compensation  under  any  nonqualified
deferred  compensation plan of the Company (other than this Supplemental  Plan);
over

                  ii) The actual monthly pension amount payable to the surviving
Spouse under the Qualified Plan.

4.5  Documentation.  Each person  eligible for a benefit under the  Supplemental
Plan shall  furnish  the  Corporation  with such  documents,  evidence,  data or
information  in  support  of  such  application  as  the  Corporation  considers
necessary or desirable.








                              SECTION 5. FINANCING

5.1  Financing of Benefits.  Participants  shall not be required or permitted to
make any contribution  under the Supplemental  Plan.  Benefits shall be payable,
when due, by the Corporation, out of its current operating revenue to the extent
not paid  from a trust  created  pursuant  to  Section  5.2.  The  Corporation's
obligation to make payments to the recipient  when due shall be  contractual  in
nature only, and participation in the Supplemental Plan will not create in favor
of any Participant any right or lien against the assets of the  Corporation.  No
benefits under the  Supplemental  Plan shall be required to be funded by a trust
fund or insurance  contracts or otherwise.  Prior to benefits  becoming due, the
Corporation shall expense the calculated liabilities in accordance with policies
determined appropriate by the Corporation and its auditors.

5.2 "Rabbi" Trust.  In connection  with this Plan,  the Board shall  establish a
grantor trust (known as the "SCANA  Corporation  Executive  Benefit Plan Trust")
for the purpose of accumulating funds to satisfy the obligations incurred by the
Corporation under this Plan (and such other plans and arrangements as determined
from time to time by the Corporation). At any time prior to a Change in Control,
as that term is defined in such Trust,  the  Corporation  may transfer assets to
the Trust to satisfy all or part of the obligations  incurred by the Corporation
under this Plan, as  determined  in the sole  discretion of the Committee or its
designee,  subject to the return of such assets to the  Corporation at such time
as  determined in  accordance  with the terms of such Trust.  Any assets of such
Trust  shall  remain at all times  subject  to the  claims of  creditors  of the
Corporation in the event of the Corporation's insolvency;  and no asset or other
funding  medium used to pay benefits  accrued under the Plan shall result in the
Plan being considered as other than "unfunded" under ERISA.  Notwithstanding the
establishment  of the Trust,  the right of any  Participant  to  receive  future
payments  under the Plan shall  remain an  unsecured  claim  against the general
assets of the Corporation.



<PAGE>


                          SECTION 6. GENERAL PROVISIONS

6.1      Employment/Participation Rights.

         (a)  Nothing in the Plan shall  interfere  with or limit in any way the
right of the Company to terminate any Participant's  employment at any time, nor
confer upon any Participant any right to continue in the employ of the Company.

         (b)  Nothing  in the Plan  shall be  construed  to be  evidence  of any
agreement or understanding,  express or implied,  that the Company will continue
to employ a Participant in any particular  position or at any particular rate of
remuneration.

         (c) No employee shall have a right to be selected as a Participant, or,
having been so selected, to be selected again as a Participant.

         (d)  Nothing  in this  Supplemental  Plan  shall  affect the right of a
recipient to  participate in and receive  benefits under and in accordance  with
any pension,  profit-sharing,  deferred  compensation  or other  benefit plan or
program of the Company.

6.2      Nonalienation of Benefits.

         (a)  No  right  or  benefit   under  this  Plan  shall  be  subject  to
anticipation,  alienation, sale, assignment, pledge, encumbrance, or change, and
any attempt to anticipate,  alienate,  sell, assign, pledge,  encumber or change
the same shall be void; nor shall any such disposition be compelled by operation
of  law,  except  as may  be  applicable  in  the  circumstance  of  death  of a
Participant under South Carolina law.

         (b) No right or benefit  hereunder shall in any manner be liable for or
subject to the debts, contracts, liabilities, or torts of the person entitled to
benefits under the Plan.

         (c) If any Participant or Beneficiary  hereunder should become bankrupt
or attempt to anticipate,  alienate,  sell, assign, pledge,  encumber, or change
any  right or  benefit  hereunder,  then such  right or  benefit  shall,  in the
discretion of the Committee, cease, and the Committee shall direct in such event
that the Corporation  hold or apply the same or any part thereof for the benefit
of the  Participant or Beneficiary in such manner and in such  proportion as the
Committee may deem proper.

6.3 Severability.  If any particular provision of the Supplemental Plan shall be
found to be illegal or unenforceable  for any reason,  the illegality or lack of
enforceability  of such provision  shall not affect the remaining  provisions of
the Supplemental Plan, and the Supplemental Plan shall be construed and enforced
as if the illegal or unenforceable provision had not been included.

6.4 No  Individual  Liability.  It is  declared  to be the  express  purpose and
intention of the Supplemental Plan that no liability  whatsoever shall attach to
or be incurred by the shareholders, officers, or directors of the Corporation or
any representative appointed hereunder by the Corporation, under or by reason of
any of the terms or conditions of the Supplemental Plan.

6.5 Applicable Law. The Supplemental  Plan shall be governed by and construed in
accordance  with the laws of the State of South  Carolina  except to the  extent
governed by applicable Federal law.

            SECTION 7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

7.1 In General.  The  Supplemental  Plan shall be administered by the Committee,
which shall have the sole  authority  to construe  and  interpret  the terms and
provisions of the Supplemental Plan and determine the amount, manner and time of
payment of any benefits  hereunder.  The Committee shall maintain records,  make
the  requisite   calculations   and  disburse   payments   hereunder,   and  its
interpretations, determinations, regulations and calculations shall be final and
binding on all persons and parties concerned. The Committee may adopt such rules
as  it  deems  necessary,   desirable  or  appropriate  in   administering   the
Supplemental Plan and the Committee may act at a meeting, in a writing without a
meeting,  or by having  actions  otherwise  taken by a member  of the  Committee
pursuant to a delegation of duties from the Committee.

7.2 Claims Procedure. Any person dissatisfied with the Committee's determination
of  a  claim  for   benefits   hereunder   must  file  a  written   request  for
reconsideration  with  the  Committee.  This  request  must  include  a  written
explanation  setting forth the specific  reasons for such  reconsideration.  The
Committee shall review its determination  promptly and render a written decision
with respect to the claim,  setting  forth the specific  reasons for such denial
written in a manner  calculated to be understood by the claimant.  Such claimant
shall be given a  reasonable  time within which to comment,  in writing,  to the
Committee  with  respect to such  explanation.  The  Committee  shall review its
determination  promptly and render a written decision with respect to the claim.
Such  decision  upon matters  within the scope of the authority of the Committee
shall be conclusive, binding, and final upon all claimants under this Plan.

7.3 Finality of  Determination.  The  determination  of the  Committee as to any
disputed questions arising under this Plan,  including questions of construction
and interpretation, shall be final, binding, and conclusive upon all persons.

7.4 Delegation of Authority. The Committee may, in its discretion,  delegate its
duties  to an  officer  or other  employee  of the  Company,  or to a  committee
composed of officers or employees of the Company.

7.5  Expenses.  The  cost  of  payment  from  this  Plan  and  the  expenses  of
administering the Supplemental Plan shall be borne by the Corporation.

7.6 Tax  Withholding.  The  Corporation  shall have the right to deduct from all
payments  made from the  Supplemental  Plan any federal,  state,  or local taxes
required by law to be withheld with respect to such payments.

7.7   Incompetency.   Any  person  receiving  or  claiming  benefits  under  the
Supplemental Plan shall be conclusively presumed to be mentally competent and of
age  until  the  Corporation  receives  written  notice,  in a form  and  manner
acceptable  to it,  that  such  person  is  incompetent  or a minor,  and that a
guardian,  conservator,  statutory  committee  under the South  Carolina Code of
Laws,  or other  person  legally  vested  with the care of his  estate  has been
appointed.  In the event  that the  Corporation  finds that any person to whom a
benefit is payable  under the  Supplemental  Plan is unable to properly care for
his affairs,  or is a minor, then any payment due (unless a prior claim therefor
shall have been made by a duly appointed  legal  representative)  may be paid to
the spouse, a child, a parent,  or a brother or sister,  or to any person deemed
by the  Corporation  to  have  incurred  expense  for the  care  of such  person
otherwise entitled to payment.

         In the event a guardian or  conservator  or statutory  committee of the
estate of any person receiving or claiming  benefits under the Supplemental Plan
shall be appointed by a court of competent jurisdiction,  payments shall be made
to such  guardian or  conservator  or statutory  committee  provided that proper
proof  of  appointment  is  furnished  in a  form  and  manner  suitable  to the
Corporation.  Any payment made under the provisions of this Section 7.7 shall be
a complete discharge of liability therefor under the Supplemental Plan.

7.8  Action  by  Corporation.  Any  action  required  or  permitted  to be taken
hereunder by the Corporation or its Board shall be taken by the Board, or by any
person or persons authorized by the Board.

7.9 Notice of Address.  Any payment made to a  Participant  or to his  surviving
Spouse at the last known post office address of the distributee on file with the
Corporation,  shall  constitute  a complete  acquittance  and  discharge  to the
Corporation  and any  director  or  officer  with  respect  thereto,  unless the
Corporation  shall  have  received  prior  written  notice of any  change in the
condition or status of the distributee. Neither the Corporation nor any director
or officer  shall have any duty or  obligation  to search for or  ascertain  the
whereabouts of the Participant or his Spouse.

7.10 Amendment and Termination. The Corporation expects the Supplemental Plan to
be permanent,  but since future conditions  affecting the Corporation  cannot be
anticipated or foreseen, the Corporation reserves the right to amend, modify, or
terminate the  Supplemental  Plan at any time by action of its Board;  provided,
however,  that if the Supplemental  Plan is amended to discontinue or reduce the
amount of Supplemental Plan benefit payments (except as may be required pursuant
to any plan arising from insolvency or bankruptcy proceedings): (a) Participants
who have retired under the  Supplemental  Plan or their surviving  Spouses shall
continue  to be paid in the  amount  and manner  (as  provided  under  Section 4
hereof) as they were being paid at the time of the  amendment or  discontinuance
of the  Supplemental  Plan, and (b) the accrued  benefits under the Supplemental
Plan of any future  retirees  shall not be reduced below the level accrued as of
the date of amendment. If the Board amends the Supplemental Plan to cease future
accruals  hereunder or terminates the  Supplemental  Plan, the Board may, in its
sole  discretion,  direct that the  actuarial  equivalent  present value of each
Participant's accrued benefits be paid to each Participant (or surviving Spouse,
if applicable) in an immediate lump sum payment (with such Actuarial  Equivalent
present  value being  determined  in the manner  indicated in Section 4); in the
absence  of any such  direction  from the  Board,  the  Supplemental  Plan shall
continue as a "frozen"  plan under which no future  accruals  will be recognized
and each Participant's benefits shall be paid in accordance with Section 4.

                     SECTION 8. CHANGE IN CONTROL PROVISIONS

8.1 Accelerated  Distributions Upon Change in Control.  Notwithstanding anything
in this  Supplemental  Plan to the  contrary,  and  subject  to the terms of any
Agreement, upon the occurrence of a Change in Control where there has not been a
termination of the SCANA Corporation Key Employee  Severance Benefits Plan prior
thereto, the Present Value of all amounts (or remaining amounts) owed under this
Supplemental Plan and each underlying Agreement as of the date of such Change in
Control  (referred  to  as  each  Participant's  "SERP  Benefit")  shall  become
immediately  due and payable.  All SERP Benefits  payable under this Section 8.1
shall be paid to each  Participant (and his or her Beneficiary) in the form of a
single lump sum payment of the  Actuarial  Equivalent  present value of all such
amounts owed, together with an amount (the "Gross-Up Payment") such that the net
amount retained by each Participant after deduction of any excise tax imposed by
Section  4999 of the Code (or any similar tax that may  hereafter be imposed) on
such benefits (the "Excise  Tax") and any Federal,  state,  and local income tax
and Excise Tax upon the SERP  Benefit and the Gross-Up  Payment  provided for by
this Section 8 shall be equal to the Actuarial  Equivalent  present value of the
Participant's SERP Benefit. Such payment shall be made by the Corporation (or to
the extent assets are  transferred  to a "rabbi trust" for such purpose,  by the
trustee of such trust in accordance  with the trust's terms) to the  Participant
(or his or her  Beneficiary)  as soon as  practicable  following  the  Change in
Control, but in no event later than the date specified by the terms of the SCANA
Corporation  Executive  Benefit Plan Trust.  In all events,  if the Key Employee
Severance Benefits Plan was terminated prior to such Change in Control, then the
provisions of this Section shall not apply and  Participants'  benefits shall be
determined  under the other  applicable  provisions  of this  Supplemental  Plan
and/or any Agreement.

8.2 Tax  Computation.  For  purposes of  determining  the amount of the Gross-Up
Payment referred to in Section 8.1, whether any of a Participant's  SERP Benefit
will be subject to the Excise Tax, and the amounts of such Excise Tax: (i) there
shall be taken into  account all other  payments  or benefits  received or to be
received  by a  Participant  in  connection  with a  Change  in  Control  of the
Corporation  (whether  pursuant  to the terms of this  Supplemental  Plan or any
other plan,  arrangement,  or agreement with the  Corporation,  any person whose
actions  result  in a  Change  in  Control  of the  Corporation  or  any  person
affiliated  with the  Corporation  or such  person);  and (ii) the amount of any
Gross-Up  Payment  payable  with  respect  to  any  Participant  (or  his or her
Beneficiary)  by reason of such payment shall be determined in accordance with a
customary  "gross-up  formula,"  as  determined  by the  Committee  it its  sole
discretion.

8.3  No  Subsequent  Recalculation  of  Tax  Liability.  The  Gross-Up  Payments
described in the foregoing  provisions of this Section 8 are intended and hereby
deemed to be a reasonably  accurate  calculation  of each  Participant's  actual
income  tax and  Excise  Tax  liability  under  the  circumstances  (or such tax
liability of his or her Beneficiary),  the payment of which is to be made by the
Corporation  or any  "rabbi  trust"  established  by the  Corporation  for  such
purposes.  All such  calculations  of tax  liability  shall  not be  subject  to
subsequent  recalculation or adjustment in either an underpayment or overpayment
context with respect to the actual tax liability of the  Participant  (or his or
her Beneficiary) ultimately determined as owed.

8.4  Successors.  Notwithstanding  anything  in  this  Supplemental  Plan to the
contrary,  and subject to the terms of an  Agreement,  upon the  occurrence of a
Change in Control,  and only if the SCANA  Corporation  Key  Employee  Severance
Benefits Plan  ("KESBP")  was  terminated  prior to such Change in Control,  the
Company will require any  successor  (whether  direct or indirect,  by purchase,
merger, consolidation, or otherwise) of all or substantially all of the business
and/or  assets of the  Company  or of any  division  or  subsidiary  thereof  to
expressly assume and agree to perform this  Supplemental Plan in the same manner
and to the same extent  that the  Company  would be required to perform it if no
such  succession  had taken place,  subject to the remaining  provisions of this
Section  8.4.  In the  event of such a Change  in  Control  where  the  KESBP is
terminated,   Participants  shall  become  entitled  to  benefits  hereunder  in
accordance with the terms of this Supplemental Plan, and/or any Agreement, based
on benefits  earned to the date of such Change in Control,  with no  requirement
for a  successor  to provide for  accruals  of benefits  beyond the date of such
Change in Control. In addition, and notwithstanding Section 8.5 to the contrary,
if there is a Change in Control and the KESBP is terminated prior to such Change
in Control,  a successor  to the  Company  may amend this  Supplemental  Plan to
provide for an automatic lump sum  distribution  of the Actuarial  Equivalent of
Participants'  benefits  hereunder  without such  amendment  being treated as an
amendment reducing any benefits earned.

8.5  Amendment  and  Termination  After Change in Control.  Notwithstanding  the
foregoing,  and subject to Section 8, no amendment,  modification or termination
of the  Supplemental  Plan may be made, and no Participants  may be added to the
Supplemental  Plan,  upon or  following a Change in Control if it would have the
effect  of  reducing  any  benefits   earned   (including   optional   forms  of
distribution) prior to such Change in Control without the written consent of all
of the Supplemental Plan's Participants covered by the Supplemental Plan at such
time.  In all events,  however,  the  Corporation  reserves  the right to amend,
modify or delete the  provisions of this Section 8 at any time prior to a Change
in Control, pursuant to a Board resolution adopted by a vote of two-thirds (2/3)
of the Board members then serving on the Board.


<PAGE>


         IN WITNESS WHEREOF,  SCANA Corporation has caused this instrument to be
executed by its duly  authorized  officers and its corporate seal to be hereunto
affixed, this _____ day of __________, 1997, effective as of October 21, 1997.

                                    SCANA CORPORATION



                                    By: ________________________

                                    Title:  ______________________

ATTEST:



By: __________________________
                  Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>17
<FILENAME>0017.txt
<DESCRIPTION>SERVICE AGREEMENT
<TEXT>



                                  Exhibit 10.10

                                Service Agreement


         This Service Agreement (this "Agreement") is entered into as of the 1st
day of April,  2000, by and between  South  Carolina  Electric & Gas Company,  a
South Carolina  corporation  (the "Company") and SCANA  Services,  Inc., a South
Carolina corporation ("SCANA Services").

         WHEREAS, SCANA Services is a direct or indirect wholly owned subsidiar
 of SCANA Corporation;

         WHEREAS,  SCANA  Services  has been formed for the purpose of providing
administrative,   management  and  other  services  to   subsidiaries  of  SCANA
Corporation; and

         WHEREAS, the Company believes that it is in the interest of the Company
to provide for an arrangement  whereby the Company may, from time to time and at
the option of the Company, agree to purchase such administrative, management and
other services from SCANA Services;

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and other valuable  consideration,  the receipt and  sufficiency of which
are hereby  acknowledged,  the parties  hereto,  intending to be legally  bound,
hereby agree as follows:

         I.  SERVICES.   SCANA  Services  supplies,  or  will  supply,   certain
administrative,  management  or  other  services  to  Company  similar  to those
supplied to other subsidiaries of SCANA Corporation.  Such services are and will
be provided to the Company only at the request of the Company.  Exhibit I hereto
lists and describes all of the services that are available from SCANA Services.

         II.  PERSONNEL.  SCANA Services provides and will provide such services
by utilizing the services of their executives,  accountants, financial advisers,
technical   advisers,   attorneys   and  other   persons   with  the   necessary
qualifications.

         If necessary,  SCANA Services, after consultation with the Company, may
also  arrange  for  the  services  of  nonaffiliated  experts,  consultants  and
attorneys in connection  with the  performance  of any of the services  supplied
under this Agreement.

         III. COMPENSATION AND ALLOCATION. As and to the extent required by law,
SCANA Services provides and will provide such services at cost. Exhibit I hereof
contains rules for determining and allocating such costs.

         IV.  TERMINATION  AND  MODIFICATION.  The  Company may  terminate  this
Agreement  by  providing 60 days  written  notice of such  termination  to SCANA
Services.  SCANA  Services  may  terminate  this  Agreement by providing 60 days
written notice of such termination to the Company.

         V.  SERVICE  REQUESTS.  The Company and SCANA  Services  will prepare a
Service  Request  on or  before  April 1 of each  year  listing  services  to be
provided to the Company by SCANA Services and any special  arrangements  related
to the  provision  of such  services  for the  coming  year,  based on  services
provided during the past year. The Company and SCANA Services may supplement the
Service  Request during the year to reflect any  additional or special  services
that the Company  wishes to obtain  from SCANA  Services,  and the  arrangements
relating thereto.

         VI.  BILLING  AND  PAYMENT.  Unless  otherwise  set  forth in a Service
Request,  payment for  services  provided by SCANA  Services  shall be by making
remittance of the amount billed or by making  appropriate  accounting entries on
the books of the Company and SCANA  Services.  Billing will be made on a monthly
basis,  with the bill to be rendered by the 25th of the month, and remittance or
accounting entries completed within 30 days of billing.

         VII.  NOTICE.  Where written notice is required by this Agreement,  all
notices, consents,  certificates,  or other communications hereunder shall be in
writing and shall be deemed  given when mailed by United  States  registered  or
certified mail, postage prepaid, return receipt requested, addressed as follows:

                  1.       To the Company:

                           H. Thomas Arthur
                           General Counsel
                           SCANA Corporation
                           1426 Main Street
                           Columbia, SC  29201

                  2.       To SCANA Services:

                           H. Thomas Arthur
                           General Counsel
                           SCANA Corporation
                           1426 Main Street
                           Columbia, SC  29201

         VIII.  GOVERNING LAW. This Agreement shall be governed by and construed
in accordance  with the laws of the State of South  Carolina,  without regard to
their conflict of laws provisions.

         IX.  MODIFICATION.  No amendment,  change or modification of this
Agreement shall be valid, unless made in writing and signed by all parties
hereto.

         X.  ENTIRE  AGREEMENT.  This  Agreement,  together  with its  exhibits,
constitutes the entire  understanding  and agreement of the parties with respect
to its subject matter, and effective upon the execution of this Agreement by the
respective   parties  hereof  and  thereto,   any  and  all  prior   agreements,
understandings or representations with respect to this subject matter are hereby
terminated and canceled in their entirety and are of no further force or effect.

         XI. WAIVER.  No waiver by any party hereto of a breach of any provision
of this  Agreement  shall  constitute a waiver of any  preceding  or  succeeding
breach of the same or any other provision hereof.

         XII. ASSIGNMENT. This Agreement shall inure to the benefit and shall be
binding  upon the  parties  and their  respective  successors  and  assigns.  No
assignment of this  Agreement or any party's  rights,  interests or  obligations
hereunder  may be made  without the other  party's  consent,  which shall not be
unreasonably withheld, delayed or conditioned.

         XIII.  SEVERABILITY.  If any provision or provisions of this  Agreement
shall be held by a court of competent  jurisdiction to be invalid,  illegal,  or
unenforceable,  the  validity,  legality,  and  enforceability  of the remaining
provisions shall in no way be affected or impaired thereby.

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of this 9th day of May 2000.
                                     SCANA SERVICES, INC.

                                     By:      s/Kevin B. Marsh
                                     Name:    Kevin B. Marsh
                                     Title:   Senior Vice President and Chief
                                              Financial Officer


                                     SOUTH CAROLINA ELECTRIC & GAS COMPANY

                                     By:      s/H. Thomas Arthur
                                     Name:    H. Thomas Arthur
                                     Title:   Senior Vice President and General
                                              Counsel



<PAGE>



                                   EXHIBIT I



           Description of Services, Cost Accumulation, Assignment and
                Allocation Methodologies for SCANA Services, Inc.

         This document sets forth the methodologies used to accumulate the costs
of services  performed by SCANA Services,  Inc. ("SCANA Services") and to assign
or allocate  such costs to other  subsidiaries  and business  units within SCANA
Corporation ("Client Entities").

Cost of Services Performed

         SCANA Services  maintains an accounting system that enables costs to be
identified by Cost Center,  Account Number or Project,  Activity,  Resource, and
Event ("Account  Codes").  The primary inputs to the accounting  system are time
records  of  hours  worked  by  SCANA  Services   employees,   accounts  payable
transactions and journal  entries.  Charges for labor are made at the employees'
effective hourly rate,  including the cost of pensions,  other employee benefits
and payroll  taxes.  To the extent  practicable,  costs of services are directly
assigned to the applicable  Account Codes.  The full cost of providing  services
also  includes   certain   indirect   costs,   e.g.,   departmental   overheads,
administrative and general costs, and taxes.  Indirect costs are associated with
the services  performed in  proportion  to the  directly  assigned  costs of the
services or other relevant cost allocators.

Cost Assignment and Allocation

         SCANA  Services  costs  will  be  directly  assigned,   distributed  or
allocated to Client Entities in the manner prescribed below.

              1. Costs  accumulated  in Account Codes for services  specifically
     performed for a single  Client Entity will be directly  assigned or charged
     to such Client Entity.

              2. Costs  accumulated  in Account Codes for services  specifically
     performed  for two or more Client  Entities will be  distributed  among and
     charged to such Client Entities using methods  determined on a case-by-case
     basis  consistent with the nature of the work performed and based on one of
     the allocation methods described below.

              3. Costs  accumulated  in Account  Codes for services of a general
     nature which are applicable to all Client Entities or to a class or classes
     of Client  Entities  will be  allocated  among and  charged to such  Client
     Entities by application of one or more of the allocation  methods described
     below.

Allocation Methods

     The following  methods will be applied,  as indicated in the Description of
Services  section  that  follows,  to allocate  costs for  services of a general
nature.

              1.  Information  Systems  Chargeback  Rates - Rates for  services,
     including but not limited to Software,  Consulting,  Mainframe, Midtier and
     Network Connectivity  Services,  are based on the costs of labor, materials
     and  Information  Services  overheads  related  to the  provision  of  each
     service.  Such rates are applied based on the specific  equipment  employed
     and the measured usage of services by Client Entities.  These rates will be
     determined  annually based on actual experience and may be adjusted for any
     known  and  reasonably  quantifiable  events,  or at  such  time  as may be
     required due to significant changes.

              2. Margin Revenue Ratio - "Margin" is equal to the excess of sales
     revenues  over  the  applicable  cost of  sales,  i.e.,  cost  of fuel  for
     generation  and gas for resale.  The numerator is equal to margin  revenues
     for a specific  Client Entity and the  denominator is equal to the combined
     margin revenues of all the applicable  Client Entities.  This ratio will be
     evaluated  annually  based on actual results of operations for the previous
     calendar year and may be adjusted for any known and reasonably quantifiable
     events,  or at such time,  based on results of operations  for a subsequent
     twelve-month period, as may be required due to significant changes.

              3.  Number of  Customers  Ratio - A ratio  based on the  number of
     retail  electric  and/or  gas  customers.  This  ratio  will be  determined
     annually based on the actual number of customers at the end of the previous
     calendar year and may be adjusted for any known and reasonably quantifiable
     events, or at such time as may be required due to significant changes.

              4.  Number of  Employees  Ratio - A ratio  based on the  number of
     employees benefitting from the performance of a service. This ratio will be
     determined  annually based on actual counts of applicable  employees at the
     end of the  previous  calendar  year and may be adjusted  for any known and
     reasonably  quantifiable  events, or at such time as may be required due to
     significant changes.

              5. Three-Factor Formula - This formula will be determined annually
     based on the average of gross property  (original cost of plant in service,
     excluding  depreciation),  payroll charges  (salaries and wages,  including
     overtime, shift premium and holiday pay, but not including pension, benefit
     and  company-paid  payroll  taxes) and gross  revenues  during the previous
     calendar year and may be adjusted for any known and reasonably quantifiable
     events, or at such time as may be required due to significant changes.

              6.  Telecommunications   Chargeback  Rates  -  Rates  for  use  of
     telecommunications  services  other than those  encompassed  by Information
     Systems  Chargeback  Rates  are  based on the  costs of  labor,  materials,
     outside services and Telecommunications  overheads.  Such rates are applied
     based  on the  specific  equipment  employment  and the  measured  usage of
     services by Client Entities.  These rates will be determined annually based
     on actual  experience  and may be  adjusted  for any  known and  reasonably
     quantifiable  events, or at such time as may be required due to significant
     changes.

              7.  Gas  Sales  Ratio - A ratio  based  on the  actual  number  of
     dekatherms  of  natural  gas sold by the  applicable  gas  distribution  or
     marketing  operations.  This ratio  will be  determined  annually  based on
     actual  results of  operations  for the previous  calendar  year and may be
     adjusted for any known and reasonably quantifiable events, or at such time,
     based on results of operations for a subsequent twelve-month period, as may
     be required due to significant changes.

Description of Services

     A description of each of the services  performed by SCANA  Services,  which
may be modified from time to time, is presented below. As discussed above, where
identifiable, costs will be directly assigned or distributed to Client Entities.
For costs  accumulated  in Account  Codes  which are for  services  of a general
nature that cannot be directly assigned or distributed, the method or methods of
allocation  are also  set  forth.  Substitution  or  changes  may be made in the
methods of allocation hereinafter specified, as may be appropriate,  and will be
provided to state regulatory agencies and to each affected Client Entity.

              1.  Information   Systems  Services  -  Provides  electronic  data
     processing  services.  Costs of a general  nature are  allocated  using the
     Information Systems Chargeback Rates.

              2.  Customer  Services -  Provides  billing,  mailing,  remittance
     processing,  call center and customer  communication  services for electric
     and gas customers. Costs of a general nature are allocated using the Margin
     Revenue Ratio.

              3.  Marketing  and  Sales  -  Establishing  strategies,   provides
     oversight for marketing, sales and branding of utility and related services
     and conducts  marketing and sales  programs.  Costs of a general nature are
     allocated using the Number of Customers Ratio.

              4. Employee  Services - Includes Human Resources which establishes
     and administers  policies and oversees  compliance with  regulations in the
     areas of  employment,  compensation  and  benefits,  processes  payroll and
     administers  corporate  training.  Also includes  employee  communications,
     facilities  management  and mail  services.  Costs of a general  nature are
     allocated using the Number of Employees Ratio.

              5.  Corporate  Compliance  -  Oversees  compliance  with all laws,
     regulations  and  policies   applicable  to  all  of  SCANA   Corporation's
     businesses  and directs  compliance  training.  Costs of general nature are
     allocated using the Number of Employees Ratio.

              6. Purchasing - Provides procurement services.  Costs of a general
     nature are allocated using the Three-Factor Formula.

              7.  Financial  Services  -  Provides  treasury,  accounting,  tax,
     financial planning, rate and auditing services services. Costs of a general
     nature are allocated using the Three-Factor Formula.

              8.  Risk  Management  -  Provides  insurance,   claims,  security,
     environmental and safety services.  Costs of a general nature are allocated
     using the Three-Factor Formula.

              9. Public Affairs - Maintains relationships with government policy
     makers,  conducts  lobbying  activities  and provides  community  relations
     functions.  Costs of a general nature are allocated using the  Three-Factor
     Formula.

              10. Legal  Services - Provides  various legal services and general
     legal  oversight;  handles claims.  Costs of a general nature are allocated
     using the Three-Factor Formula.

              11.  Investor   Relations  -  Maintains   relationships  with  the
     financial community and provides shareholder  services.  Costs of a general
     nature are allocated using the Three-Factor Formula.

              12.  Telecommunications  - Provides  telecommunications  services,
     primarily the use of telephone  equipment.  Costs are  allocated  using the
     Telecommunications Chargeback Rates.

              13. Gas Supply and  Capacity  Management - Provides gas supply and
     capacity management services. Costs of a general nature are allocated using
     the Gas Sales Ratio.

              14.  Strategic  Planning  -  Develops  corporate   strategies  and
     business  plans.  Costs  of  a  general  nature  are  allocated  using  the
     Three-Factor Formula.

              15.  Executive - Provides  executive  and  general  administrative
     services.  Costs of a general nature are allocated  using the  Three-Factor
     Formula.



<PAGE>



                                   EXHIBIT II

                         FORM OF INITIAL SERVICE REQUEST


                  The undersigned requests all of the services listed in Exhibit
I from SCANA Services Company.  The services requested  hereunder shall commence
on April 1, 2000 and be provided through March 31, 2001.



                                SOUTH CAROLINA ELECTRIC & GAS COMPANY


                                By:   s/H. Thomas Arthur
                                Name:  H. Thomas Arthur
                                Title: Senior Vice President and General Counsel



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>18
<FILENAME>0018.txt
<DESCRIPTION>SCANA DIRECTOR COMPENSATION AND DEFERRAL PLAN
<TEXT>





                                                           Exhibit 10.05


                                SCANA CORPORATION

                     DIRECTOR COMPENSATION AND DEFERRAL PLAN



                                 January 1, 2001







<PAGE>






                                SCANA CORPORATION

                     DIRECTOR COMPENSATION AND DEFERRAL PLAN


                                TABLE OF CONTENTS

                                                                         Page



SECTION 1.  ESTABLISHMENT AND PURPOSE......................................1

   1.1   ESTABLISHMENT OF THE PLAN.........................................1
   1.2   PURPOSE OF THE PLAN...............................................1

SECTION 2.  DEFINITIONS....................................................2

   2.1   DEFINITIONS.......................................................2
   2.2   GENDER AND NUMBER.................................................4

SECTION 3.  ELIGIBILITY AND PARTICIPATION..................................5

   3.1   ELIGIBILITY.......................................................5
   3.2   ELECTION OF COMPENSATION PAYMENT..................................5
   3.3   PAYMENT OF COMPANY STOCK..........................................5
   3.4   STOCK.............................................................6
   3.5   ISSUANCE OF COMPANY STOCK.........................................6
   3.6   EFFECT OF STOCK DIVIDENDS AND OTHER CHANGES IN CAPITAL STRUCTURE..6
   3.7   LIMITATION ON OWNERSHIP...........................................6

SECTION 4.  ELECTION TO DEFER..............................................8

   4.1   DEFERRAL ELECTION.................................................8
   4.2   DEFERRAL PERIOD...................................................8
   4.3   ELECTION TO DEFER A PREVIOUSLY DEFERRED AMOUNT....................8

SECTION 5.  CREDITING AND INVESTMENT OF DEFERRALS.........................10

   5.1   DCD LEDGER.......................................................10
   5.2   ADJUSTMENT OF AMOUNTS CREDITED TO GROWTH INCREMENT LEDGER........10
   5.3   ADJUSTMENT OF AMOUNTS CREDITED TO COMPANY STOCK LEDGER...........10
   5.4   DEEMED INVESTMENTS NOT ACTUAL INVESTMENTS........................10
   5.5   CHARGES AGAINST DCD LEDGER.......................................11

SECTION 6.  PAYMENT OF DEFERRED AMOUNTS...................................12

   6.1   PAYMENT OF DEFERRED AMOUNTS......................................12
   6.2   MANNER OF PAYMENT................................................12
   6.3   FORM OF PAYMENT..................................................12
   6.4   ACCELERATION OF PAYMENTS.........................................13
   6.5   FINANCIAL EMERGENCY..............................................13

SECTION 7.  BENEFICIARY DESIGNATION.......................................14

   7.1   DESIGNATION OF BENEFICIARY.......................................14
   7.2   DEATH OF BENEFICIARY.............................................14
   7.3   INEFFECTIVE DESIGNATION..........................................14

SECTION 8.  CHANGE IN CONTROL PROVISIONS..................................16

   8.1   ACCELERATED DISTRIBUTIONS UPON CHANGE IN CONTROL.................16
   8.2   TAX COMPUTATION..................................................16
   8.3   NO SUBSEQUENT RECALCULATION OF TAX LIABILITY.....................16
   8.4   SUCCESSORS.......................................................17
   8.5   AMENDMENT AND TERMINATION AFTER CHANGE IN CONTROL................17

SECTION 9.  GENERAL PROVISIONS............................................18

   9.1   CONTRACTUAL OBLIGATION...........................................18
   9.2   UNSECURED INTEREST...............................................18
   9.3   "RABBI"TRUST.....................................................18
   9.4   NONALIENATION OF BENEFITS........................................18
   9.5   SEVERABILITY.....................................................19
   9.6   NO INDIVIDUAL LIABILITY..........................................19
   9.7   APPLICABLE LAW...................................................19

SECTION 10.  PLAN ADMINISTRATION, AMENDMENT AND TERMINATION...............20

   10.1  IN GENERAL.......................................................20
   10.2  CLAIMS PROCEDURE.................................................20
   10.3  FINALITY OF DETERMINATION........................................20
   10.4  DELEGATION OF AUTHORITY..........................................20
   10.5  EXPENSES.........................................................20
   10.6  TAX WITHHOLDING..................................................20
   10.7  INCOMPETENCY.....................................................20
   10.8  ACTION BY COMPANY................................................21
   10.9  NOTICE OF ADDRESS................................................21
   10.10 AMENDMENT AND TERMINATION........................................21

SECTION 11.  EXECUTION....................................................22





<PAGE>



                                                         1


                                SCANA CORPORATION

                     DIRECTOR COMPENSATION AND DEFERRAL PLAN

                      SECTION 1. ESTABLISHMENT AND PURPOSE


1.1      Establishment   of  the  Plan.   SCANA   Corporation   (the  "Company")
         established  the SCANA  Corporation  Nonemployee  Director  Stock Plan,
         effective as of January 1, 1997.  Effective as of January 1, 2001,  the
         plan is  renamed  the  "SCANA  Corporation  Director  Compensation  and
         Deferral Plan" (hereinafter called the "Plan") and amended and restated
         to include a deferred compensation component.

1.2      Purpose  of the  Plan.  The  purpose  of the  Plan  is to  promote  the
         achievement  of  long-term  objectives  of the  Company by linking  the
         personal interests of Nonemployee Directors, as defined in Section 2(r)
         herein,  to those of the  Company's  shareholders  and to  attract  and
         retain  Nonemployee  Directors of  outstanding  competence by mandating
         that  sixty  percent  (60%)  (plus  a  round-up  amount  in lieu of any
         fractional share) of the Retainer Fee of each Participant as defined in
         Section 2(u) herein,  be paid in Company  Stock,  unless such amount is
         voluntarily  deferred  to a future date in  accordance  with the Plan's
         terms.  The Plan is intended to conform to the provisions of Rule 16b-3
         of the Securities  Exchange Act of 1934, as amended, or any replacement
         rule in effect from time to time ("Rule 16b-3"). The Plan also provides
         a means by which  Nonemployee  Directors may defer  certain  additional
         amounts to some future period.



<PAGE>


                                              SECTION 2.  DEFINITIONS

2.1      Definitions.  Whenever used herein,  the following terms shall have the
         meanings set forth below, unless otherwise expressly provided herein or
         unless a different meaning is plainly required by the context, and when
         the defined meaning is intended, the term is capitalized:

         (a)      "Act" means the Securities Exchange Act of 1934, as amended.

         (b) "Beneficial  Owner" shall have the meaning ascribed to such term in
         Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

         (c)   "Beneficiary"   means  any  person  or  entity   who,   upon  the
         Participant's death, is entitled to receive the Participant's  benefits
         under the Plan in accordance with Section 7 hereof.

         (d) "Board of Directors" means the board of directors of the Company.

         (e) "Change in  Control"  means a change in control of the Company of a
         nature  that would be  required to be reported in response to Item 6(e)
         of Schedule 14A of Regulation 14A  promulgated  under the Exchange Act,
         whether  or  not  the  Company  is  then  subject  to  such   reporting
         requirements;  provided  that,  without  limitation,  such a Change  in
         Control shall be deemed to have occurred if:

                  (i) Any Person (as defined in Section  3(a)(9) of the Exchange
                  Act and used in Sections 13(d) and 14(d) thereof,  including a
                  "group"  as  defined  in  Section  13(d))  is or  becomes  the
                  Beneficial  Owner,  directly  or  indirectly,  of  twenty-five
                  percent  (25%)  or more of the  combined  voting  power of the
                  outstanding shares of capital stock of the Company;

                  (ii)  During  any  period of two (2)  consecutive  years  (not
                  including  any  period  prior to the  execution  of this Plan)
                  there shall  cease to be a majority of the Board of  Directors
                  comprised as follows: individuals who at the beginning of such
                  period   constitute   the  Board  of  Directors  and  any  new
                  director(s)  whose  election  by the  Board  of  Directors  or
                  nomination  for  election by the  Company's  stockholders  was
                  approved  by a  vote  of at  least  two-thirds  (2/3)  of  the
                  directors  then still in office who either were  directors  at
                  the  beginning of the period or whose  election or  nomination
                  for election was previously so approved;

                  (iii) The issuance of an Order by the  Securities and Exchange
                  Commission (SEC),  under Section 9(a)(2) of the Public Utility
                  Holding  Company Act of 1935 (the "1935 Act"),  authorizing  a
                  third  party  to  acquire  five  percent  (5%)  or more of the
                  Company's voting shares of capital stock; or

                  (iv) The  shareholders  of the  Company  approve  a merger  or
                  consolidation of the Company with any other corporation, other
                  than a merger  or  consolidation  which  would  result  in the
                  voting  shares of  capital  stock of the  Company  outstanding
                  immediately  prior thereto  continuing to represent (either by
                  remaining outstanding or by being converted into voting shares
                  of capital  stock of the  surviving  entity)  at least  eighty
                  percent  (80%) of the  combined  voting  power  of the  voting
                  shares  of  capital  stock of the  Company  or such  surviving
                  entity   outstanding   immediately   after   such   merger  or
                  consolidation;  or the  shareholders  of the Company approve a
                  plan of complete  liquidation  of the Company or an  agreement
                  for  the  sale  or  disposition  by  the  Company  of  all  or
                  substantially all of the Company's assets.

         (f) "Code" means the Internal Revenue Code of 1986, as amended.

         (g) "Company" means SCANA Corporation, a South Carolina corporation, or
any successor thereto.

         (h) "Company Stock" means the no par value common stock of the Company.
         In the event of a change in the  capital  structure  of the Company (as
         provided in Section 3.6), the shares resulting from such a change shall
         be deemed to be Company Stock within the meaning of the Plan.

         (i) "Company  Stock Ledger"  means an  appropriate  bookkeeping  record
         established in the DCD Ledger for which amounts  credited are converted
         into hypothetical credited shares of Company Stock.

          (j)  "Compensation"  means Retainer Fees,  meeting attendance fees and
         conference  fees payable to such a Participant  during a Service Period
         by the Company.

         (k)  "Director"  means an  individual  who is a member  of the Board of
Directors.

         (l) "DCD Ledger" means an appropriate bookkeeping record which shall be
         established for each Participant  which shall reflect:  (1) the amounts
         deferred on behalf of each Participant; and (2) the crediting of deemed
         investments  (and  hypothetical  earnings on those deemed  investments)
         with respect to amounts deferred on behalf of each Participant.

         (m)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

         (n) "Fair Market Value" of Company Stock shall mean:

                  (i) if the Company Stock is original issue stock,  the average
         of the  high  and low  sale  prices  of a share  of the  Company  Stock
         reported on the New York Stock Exchange  Composite Tape as published in
         The Wall Street Journal for the trading date immediately  preceding the
         date Company Stock is awarded to a Participant;

                  (ii) if the Company Stock is purchased on the open market, the
         cost incurred by the Company to purchase such Company Stock;

                  (iii) in the case of any  distribution,  the closing price for
         shares of Company  Stock on the New York Stock  Exchange on the date of
         distribution; and

                  (iv) in the case of any other transaction  hereunder  designed
         to track the investment or reinvestment  of Company Stock,  the closing
         price for shares of Company Stock on the New York Stock Exchange on the
         measuring date.

         (o) "Growth Increment" means the amount of interest credited to amounts
         credited to a Participant's Growth Increment Ledger.

         (p) "Growth Increment Ledger" means an appropriate  bookkeeping  record
         established  in the DCD  Ledger for which  amounts  are  credited  with
         Growth Increments.

         (q) "Investor Plan" means the SCANA Investor Plus Plan.

         (r)  "Nonemployee  Director"  means  a  Director  who is not  currently
         employed  by the  Company or any  subsidiary  of the  Company  (without
         regard to  whether  such  individual  was  previously  employed  by the
         Company).

         (s)  "Participant"   means  a  Nonemployee   Director   satisfying  the
eligibility requirements of Section 3.

         (t)  "Plan"  means  the SCANA  Corporation  Director  Compensation  and
Deferral Plan.

         (u) "Retainer  Fees" means the amount of  compensation  payable to each
         Participant  with  respect to  services  rendered  to the  Company as a
         Director  for the Service  Period.  Such term does not include fees for
         attending meetings of the Board of Directors or committees of the Board
         of Directors and also does not include conference fees.

         (v) "Rule  16b-3"  means  Rule  16b-3 of the Act,  as  amended,  or any
         replacement rule in effect from time to time.

         (w) "Service Period" means a calendar year.

2.2      Gender and Number.  Except when otherwise indicated by the context, any
         masculine  terminology  used herein also shall include the feminine and
         the  feminine  shall  include  the  masculine,  and the use of any term
         herein in the singular may also include the plural and the plural shall
         include the singular.


<PAGE>


                                     SECTION 3.  ELIGIBILITY AND PARTICIPATION

3.1 Eligibility.  All Nonemployee  Directors shall  automatically be eligible to
participate in this Plan.

3.2      Election of Compensation Payment.

         (a) Unless  otherwise  deferred  in  accordance  with  Section 4, sixty
         percent (60%) of each Participant's  Retainer Fee amounts shall be paid
         to the  Participant as soon as practicable  after the beginning of each
         calendar  quarter  (as  determined  by the Board of  Directors  (or its
         delegate)) and such payment shall be made entirely in shares of Company
         Stock.

         (b)  Unless  otherwise  deferred  in  accordance  with  Section  4, the
         remaining  forty  percent (40%) of each  Participant's  Retainer Fee as
         well  as one  hundred  percent  (100%)  of each  Participant's  meeting
         attendance and conference fees shall be paid to the Participant at such
         times  determined by the Board of Directors or its  delegate.  Within a
         reasonable  period of time  before  any  amounts  are paid  under  this
         Section  3.2(b),  each  Participant  shall  elect (in  accordance  with
         procedures  established  by the  Board of  Directors  or its  delegate)
         whether to receive the amounts  otherwise  payable  under this  Section
         3.2(b) all in cash or all in shares of Company Stock.

         (c) With  respect to all  payments in Company  Stock under this Section
         3.2, and subject to Section 3.3, each Participant  shall be entitled to
         a number of shares of Company  Stock  equal to the  smallest  number of
         whole shares of Company  Stock which,  when  multiplied  by Fair Market
         Value would equal no less than the  equivalent  amount of  Compensation
         otherwise payable to the Participant.  Any remaining amounts owed shall
         be paid in cash.

3.3      Payment of Company Stock.  In connection with amounts to be paid during
         a  Service  Period  under  Section  3.2  which  are paid in the form of
         Company Stock, each Participant may elect to have the shares of Company
         Stock to be issued  to him  pursuant  to the Plan  during  the  Service
         Period  registered  in his name.  In such  case,  all shares of Company
         Stock to be paid shall be issued as promptly as  practicable  after the
         amounts are otherwise  payable.  If a Participant does not make such an
         election,  all shares  issued  pursuant  to the Plan during the Service
         Period will be  deposited  into an account in his name in the  Investor
         Plan. If the Participant is elected to be a Nonemployee Director during
         the Service Period,  the election to have the shares  registered in his
         name  may be  made at any  time  between  his  election  and  the  next
         regularly  scheduled  Board of Directors'  meeting.  All cash dividends
         paid on shares  deposited in the Investor  Plan will be  reinvested  in
         additional shares of Company Stock unless the Participant  notifies the
         Investor  Plan in  accordance  with the terms  thereof that he does not
         want to  reinvest  such  dividends.  During  the last  quarter  of each
         calendar  year in which  there is a change  in the  prospectus  for the
         Investor Plan, all Participants  who have not been provided  previously
         with a copy of such changed prospectus shall be provided with a copy of
         the   then-current   prospectus.   In  addition,   each   newly-elected
         Participant  who is not a  participant  in the  Investor  Plan shall be
         given an Investor Plan prospectus shortly after his election.

3.4      Stock. Company Stock issued pursuant to the Plan may be either original
         issue or stock  purchased on the open market.  The Company has reserved
         an  aggregate of 100,000  shares of original  issue  Company  Stock for
         issuance  pursuant to the Plan and has  registered  100,000 shares with
         the  Securities  and  Exchange  Commission  on a Form S-8.  The maximum
         number of shares  that may be issued  pursuant  to this Plan is 100,000
         shares  subject to  adjustment as provided in Section 3.6. In the event
         of a change in the capital  structure  of the  Company (as  provided in
         Section 3.6), the shares  resulting from such change shall be deemed to
         be Company Stock within the meaning of the Plan.  The aggregate  number
         of shares of Company Stock reserved shall be reduced by the issuance of
         shares under the Plan.

3.5      Issuance of Company Stock.  Notwithstanding anything in this Plan to
         the contrary:

         (a)  The  Company  shall  not be  required  to  issue  or  deliver  any
         certificate  for shares of Company  Stock to a  Participant  before (i)
         such  shares  have  been  admitted  to  listing  on the New York  Stock
         Exchange,  (ii) the Company has received any required  registration  or
         other  qualification  of such shares  under any state or federal law or
         regulation  that the Company's  counsel shall determine is necessary or
         advisable and (iii) the Company is satisfied that all applicable  legal
         requirements  have  been  complied  with.  The  Company  may place on a
         certificate  representing  Company Stock any legend deemed necessary by
         the Company's  counsel to comply with federal or state securities laws.
         Until the  Participant  has been issued a certificate for the shares of
         Company Stock acquired,  the  Participant  shall possess no shareholder
         rights with respect to the shares.

         (b) If at any time there may not be sufficient  shares  available under
         the Plan to permit  the awards of Company  Stock,  the awards  shall be
         reduce pro rata (to zero,  if necessary) so as not to exceed the number
         of shares then available for issuance under the Plan.

3.6      Effect of Stock  Dividends  and Other  Changes  in  Capital  Structure.
         Appropriate  adjustments shall be made  automatically to the number and
         kind of shares to be issued under the Plan,  as well as to any deferred
         amounts credited to a Participant's  Company Stock Ledger and any other
         relevant  provisions  of the  Plan,  if there  are any  changes  in the
         Company Stock by reason of a stock dividend,  stock split,  combination
         of  shares,  spin-off,  reclassification,   recapitalization,   merger,
         consolidation   or  other  change  in  the   Company's   capital  stock
         (including,   but  not  limited   to,  the   creation  or  issuance  to
         shareholders generally of rights, options, or warrants for the purchase
         of common stock or preferred  stock of the Company).  If the adjustment
         would  produce  fractional  shares,  the  fractional  shares  shall  be
         eliminated  by rounding to the nearest  whole  share.  Any  adjustments
         shall  be made  in a  manner  consistent  with  Rule  16b-3.  Any  such
         adjustments  shall  neither  enhance  nor  diminish  the  rights  of  a
         Participant  and the Company shall pay all costs of  administering  the
         Plan, including all commissions with respect to open market purchases.

3.7      Limitation  on  Ownership.  No single  officer or director  may acquire
         under the Plan more than one  percent of the  shares of  Company  Stock
         outstanding at the time the Plan is adopted. In addition, together with
         all plans of SCANA  Corporation  (not otherwise exempt from shareholder
         approval  under Rule 312.03 of the New York Stock  Exchange)  this Plan
         shall not  authorize  the issuance of more than five percent of Company
         Stock outstanding at the time the Plan is adopted.


<PAGE>


                                           SECTION 4.  ELECTION TO DEFER


4.1      Deferral  Election.  Subject to the  conditions set forth in this Plan,
         and  such  procedures   established  by  the  Board  of  Directors,   a
         Participant may elect to defer amounts of Compensation as follows:

          (a)     At least 10 days before the beginning of each Service  Period,
                  a Participant  irrevocably may elect, by written notice to the
                  Company's  Secretary (or his designee),  to defer a portion of
                  his  Compensation  for such Service  Period.  In the case of a
                  Participant  elected  to the  Board of  Directors  during  the
                  Service Period,  the Participant may elect,  within 30 days of
                  his election to the Board of Directors,  to defer a portion of
                  his  Compensation  payable  subsequent to his  election.  Such
                  election shall specify either that:

                  (i)      the  Participant  elects to defer one hundred percent
                           (100%) of his  Compensation  and designates  that all
                           such deferrals shall be credited to the Company Stock
                           Ledger on his behalf; or

                  (ii)     the  Participant  elects to defer up to forty percent
                           (40%)  of his  Retainer  Fee  and  up to one  hundred
                           percent   (100%)  of  his  meeting   attendance   and
                           conference   fees  and   designates   that  all  such
                           deferrals shall be credited on his behalf one hundred
                           percent (100%) to the Growth  Increment Ledger or one
                           hundred percent (100%) to the Company Stock Ledger.

          (b)     The deferral election  specified in (a) above shall be applied
                  to the  Participant's  Compensation for each Service Period to
                  which the deferral election applies.

         (c)      If a  Participant  makes a  deferral  election  under  Section
                  4.1(a)  whereby  amounts are  credited  to the  Company  Stock
                  Ledger on his behalf,  such  Participant  shall also elect, in
                  conjunction with that deferral election, whether amounts equal
                  to dividends  attributable to shares of Company Stock credited
                  to his Company  Stock Ledger shall be paid  directly to him in
                  cash or deemed reinvested pursuant to Section 5.3.

4.2      Deferral  Period.  With respect to deferrals  made in  accordance  with
         Section 4.1,  each  Participant  must elect a deferral  period for each
         annual  deferral.  Subject to the  additional  deferral  provisions  of
         Section  4.3  and  the  acceleration   provisions  of  Section  6.4,  a
         Participant's deferral period may be for a specified number of years or
         until a specified date,  subject to any  limitations  that the Board of
         Directors (or its delegate) in its discretion may choose to apply.

4.3      Election to Defer a Previously Deferred Amount.

         (a)      Subject  to the  acceleration  provisions  of  Section  6.4, a
                  Participant  may request that the Board of  Directors  (or its
                  delegate)  approve an additional  deferral  period of at least
                  twelve  (12) months with  respect to any  previously  deferred
                  amount. Any such request must be made by written notice to the
                  Board of  Directors  (or its  delegate)  at least  twelve (12)
                  months before the  expiration  of the deferral  period for any
                  previously deferred amount with respect to which an additional
                  deferral  election  is  requested.  Such  additional  deferral
                  election  request  may be  made  for  each  separate  deferral
                  previously made.

               (b)  Notwithstanding  the additional  deferral  election requests
                    made by the Participant pursuant to Subsection 4.3(a) above,
                    neither the deferral  period  elected nor the related manner
                    of payment elected shall be  automatically  binding upon the
                    Company  by the mere fact of the  election  requests  having
                    been made.  The Board of Directors (or its  delegate)  shall
                    review each such election submitted and determine whether or
                    not it is in the best  interest of the Company to accept the
                    elections  as   submitted.   Such  Board  of  Directors  (or
                    delegate)  review will be made on a  case-by-case  basis and
                    all  determinations  shall be made by the Board of Directors
                    (or its delegate) in its sole and complete  discretion after
                    consideration   of  such  factors  as  it  deems   relevant,
                    including  broad  economic  and policy  implications  to the
                    Company of approving any request. The Board of Directors, or
                    its  delegate,  shall  notify  each  Participant  in writing
                    within the first  sixty  (60) days of the twelve  (12) month
                    period  noted in  Section  4.3(a)  above as to  whether  the
                    deferral period and related manner of payment  elections are
                    accepted by the Board of Directors as submitted, and if not,
                    the terms upon which such  elections  would be accepted;  in
                    the latter instance, the Participant shall, no later than on
                    the seventy-fifth (75th) day of the twelve (12) month period
                    noted in Section  4.3(a),  inform the Board of Directors (or
                    its  delegate) in writing of his  acceptance or rejection of
                    the  terms  proffered  by the  Board  of  Directors  (or its
                    delegate). All determinations made by the Board of Directors
                    or its delegate shall be final and binding on all parties.



<PAGE>


                SECTION 5. CREDITING AND INVESTMENT OF DEFERRALS

5.1      DCD Ledger. The Board of Directors shall establish for each Participant
         a DCD Ledger which shall reflect the amounts deferred on behalf of each
         Participant.  In the sole discretion of the Board of Directors,  one or
         more  appropriate  bookkeeping  records shall be established in the DCD
         Ledger to reflect the deemed  investments (and  hypothetical  earnings)
         made by each  Participant in accordance with this Section 5 which shall
         include, but not be limited to, the Company Stock Ledger and the Growth
         Increment Ledger.

5.2      Adjustment  of  Amounts  Credited  to  Growth  Increment  Ledger.   All
         deferrals credited to each  Participant's  Growth Increment Ledger will
         be credited  with Growth  Increments  based on the prime  interest rate
         charged  from  time to time by the  Wachovia  Bank,  N.A.  The Board of
         Directors  will have the authority to change the interest rate that may
         be applied to the Growth Increment  Ledger.  The  Participant's  Growth
         Increment  Ledger  shall be credited on the first day of each  calendar
         quarter, with a Growth Increment computed on the average balance in the
         Participant's  Growth  Increment  Ledger during the preceding  calendar
         quarter.  The  Growth  Increment  shall be equal to the  amount in said
         Growth  Increment  Ledger  multiplied  by  the  average  interest  rate
         selected  by the  Board of  Directors  during  the  preceding  calendar
         quarter  times a fraction the  numerator of which is the number of days
         during  such  quarter  and the  denominator  of  which  is 365.  Growth
         Increments  will continue to be credited  until all of a  Participant's
         benefits have been paid out of the Plan.

5.3      Adjustment of Amounts  Credited to Company Stock Ledger.  All deferrals
         credited to each  Participant's  Company Stock Ledger will be converted
         into  hypothetical  credited  shares of Company Stock based on the Fair
         Market  Value of the  Company  Stock on the  date the  deferrals  would
         otherwise  have  been  paid  to the  Participant.  The  value  of  each
         Participant's  Company Stock Ledger shall be adjusted from time to time
         to reflect  increases  and decreases in shares of Company Stock as well
         as any stock or cash dividends,  stock splits,  or other changes in the
         capital structure of the Company (as provided in Section 3.6), that may
         from  time  to time be  declared.  Unless  a  Participant  has  elected
         pursuant to Section  4.1(c) that  amounts  equivalent  to  dividends on
         Company Stock be paid to the Participant, all dividends attributable to
         hypothetical  shares of Company  Stock  credited to each  Participant's
         Company Stock Ledger shall be converted to additional  credited  shares
         of Company Stock as though reinvested as of the next business day after
         the dividend is paid. If a Participant has elected  pursuant to Section
         4.1(c) that deemed  dividends be paid to the  Participant in cash, such
         amount shall be paid to the  Participant as soon as  practicable  after
         the deemed  dividend  is credited to the  Participant's  Company  Stock
         Ledger.

5.4      Deemed Investments Not Actual  Investments.  Nothing in this Plan shall
         be construed to require the  investment  of any  deferrals in shares of
         Company Stock or any other  investment or give a Participant any rights
         whatsoever  with respect to any shares of Company Stock or with respect
         to any other investment.

5.5      Charges  Against  DCD  Ledger.  There  shall be  charged  against  each
         Participant's DCD Ledger any payments made to the Participant or to his
         Beneficiary in accordance with Section 6 hereof.


<PAGE>


                     SECTION 6. PAYMENT OF DEFERRED AMOUNTS

6.1      Payment of  Deferred  Amounts.  The  aggregate  amounts  payable  under
         Section 6.2 as charges against the Participant's amount credited in the
         DCD Ledger shall be paid commencing with the conclusion of the deferral
         period selected by the  Participant  pursuant to Section 4.2 or Section
         4.3 hereof.  The payments  shall be made in the manner  selected by the
         Participant under Section 6.2 of this Plan.

6.2      Manner of Payment.  At the same time as the election  made  pursuant to
         Section 4.1, and subject to the acceleration provisions of Section 6.4,
         each Participant  must also  irrevocably  elect the manner in which his
         deferred  amounts  will be  paid.  A  Participant  may  elect to have a
         different manner of payment apply to each separate  deferral  election.
         Participants must choose to have payment made in accordance with any of
         the following distribution forms:

                           (i)      a single payment, or
                           (ii)     a designated number of installments payable
                                    monthly,  quarterly or annually, as
                                    elected,

         which shall be paid or commence to be paid as soon as practicable after
         the conclusion of the deferral  period elected  pursuant to Section 4.2
         or Section 4.3. Unless otherwise specifically elected,  payments of all
         deferred  amounts  will  be made in a  single  payment  made as soon as
         practicable  after  the  conclusion  of  the  deferral  period  elected
         pursuant to Section 4.2 or Section 4.3.

6.3      Form of Payment.  Amounts credited to a Participant's  Growth Increment
         Ledger and Company Stock Ledger shall be paid as follows:

          (a)  Amounts  credited to the  Participant's  Growth  Increment Ledger
               shall be paid in cash. If a Participant's benefit hereunder is to
               be paid in  installments,  the  amount of each  payment  shall be
               equal  to  the  amount  credited  to  the  Participant's   Growth
               Increment Ledger at the time of payment multiplied by a fraction,
               the numerator of which is one and the denominator of which is the
               number of installment payments remaining.

          (b)  Amounts credited to the Participant's  Company Stock Ledger shall
               be paid in shares of Company Stock with any amount representing a
               partial  share of  Company  Stock  paid in cash.  A payment of an
               amount credited to the  Participant's  Company Stock Ledger shall
               be  converted  into  actual  shares of  Company  Stock as soon as
               practicable  prior to each payment being made to the Participant.
               If  a   Participant's   benefit   hereunder  is  to  be  paid  in
               installments,  the amount of each  payment  shall be equal to the
               number  of  shares  of  Company   Stock  then   credited  to  the
               Participant's Company Stock Ledger multiplied by a fraction,  the
               numerator  of  which is one and the  denominator  of which is the
               number   of   installment   payments   remaining.   Any   amounts
               attributable  to a  partial  share  of  Company  Stock  as of any
               installment  payment  date  shall  be  paid  in  cash  with  each
               installment.

6.4      Acceleration of Payments.  Notwithstanding the election made pursuant
         to Section 4.2 or Section 4.3:


         (a)      payments  shall  be  paid  or  begin  to be  paid  as  soon as
                  practicable  following the  Participant's  departure  from the
                  Board  of  Directors  by  reason  of  death,  resignation,  or
                  otherwise;

         (b)      if a Participant dies prior to the payment of all or a portion
                  of the amounts credited to his DCD Ledger,  the balance of any
                  amount  payable  shall  be  paid  in a  cash  lump  sum to the
                  Beneficiaries designated under Section 7 hereof;

         (c)      if a  Participant  ceases  to be a  Nonemployee  Director  but
                  thereafter  becomes an  employee of the Company (or any of its
                  subsidiaries or affiliates),  all amounts  otherwise  deferred
                  under  this Plan  shall be paid as soon as  practicable  after
                  such individual  becomes an employee of the Company (or any of
                  its subsidiaries or affiliates) in a single sum payment;

         (d)      if a  Participant's  DCD Ledger balance is less than $5,000 at
                  the time for payment specified, such amount shall be paid in a
                  single sum payment; and

         (e) if applicable, the provisions of Section 8 shall apply.

6.5      Financial Emergency.  The Board of Directors (or its delegate),  at its
         sole discretion,  may alter the timing or manner of payment of deferred
         amounts if the  Participant  establishes,  to the  satisfaction  of the
         Board of  Directors  (or its  delegate),  an  unanticipated  and severe
         financial  hardship that is caused by an event beyond the Participant's
         control. In such event, the Board of Directors (or its delegate) may:

         (a)      provide  that all,  or a portion  of,  the  amount  previously
                  deferred  by the  Participant  immediately  shall be paid in a
                  lump sum cash payment,

         (b)      provide  that all, or a portion of, the  installments  payable
                  over a period of time immediately  shall be paid in a lump sum
                  cash payment, or

         (c)      provide for such other  installment  payment  schedules  as it
                  deems appropriate under the circumstances,

         as long as the amount distributed shall not be in excess of that amount
         which  is  necessary  for the  Participant  to  satisfy  the  financial
         emergency. Severe financial hardship will be deemed to have occurred in
         the event of the  Participant's  or a dependent's  sudden,  lengthy and
         serious  illness  as to which  considerable  medical  expenses  are not
         covered by insurance or relative to which there  results a  significant
         loss of  family  income,  or  other  unanticipated  events  of  similar
         magnitude.  The Board of Directors'  decision (or that of its delegate)
         in passing on the severe financial  hardship of the Participant and the
         manner in which,  if at all, the payment of deferred  amounts  shall be
         altered or  modified  shall be final,  conclusive,  and not  subject to
         appeal.


<PAGE>


                                        SECTION 7.  BENEFICIARY DESIGNATION

7.1      Designation of Beneficiary.

               (a)  A Participant shall designate a Beneficiary or Beneficiaries
                    who,  upon  the  Participant's  death,  are to  receive  the
                    amounts  that   otherwise   would  have  been  paid  to  the
                    Participant. All designations shall be in writing and signed
                    by the Participant.  The designation shall be effective only
                    if and when  delivered to the Company during the lifetime of
                    the  Participant.   The  Participant  also  may  change  his
                    Beneficiary or Beneficiaries by a signed, written instrument
                    delivered to the Company. The payment of amounts shall be in
                    accordance  with the last unrevoked  written  designation of
                    Beneficiary  that  has  been  signed  and  delivered  to the
                    Company. All Beneficiary  designations shall be addressed to
                    the Company's  Secretary  and  delivered to his office,  and
                    shall be processed as indicated in  subsection  (b) below by
                    the Secretary or by his authorized designee.

               (b)  The Company's Secretary (or his authorized  designee) shall,
                    upon receipt of the Beneficiary designation:

                    (1)  ascertain that the designation has been signed,  and if
                         it has not been,  return it to the  Participant for his
                         signature;

                    (2)  if signed, stamp the designation  "Received",  indicate
                         the date of receipt, and initial the designation in the
                         proximity of the stamp.

7.2      Death of Beneficiary.

         (a)      In the event that all of the  Beneficiaries  named pursuant to
                  Section 7.1  predecease  the  Participant,  the  amounts  that
                  otherwise  would have been paid to said  Beneficiaries  shall,
                  where  the   designation   fails  to  redirect  to   alternate
                  Beneficiaries   in   such   circumstance,   be   paid  to  the
                  Participant's estate as the alternate Beneficiary.

         (b)      In the event that two or more Beneficiaries are named, and one
                  or more but less than all of such Beneficiaries predecease the
                  Participant,  each  surviving  Beneficiary  shall  receive any
                  proportion or amount of funds  designated or indicated for him
                  per the designation under Section 7.1, and the indicated share
                  of each predeceased Beneficiary which the designation fails to
                  redirect  to an  alternate  Beneficiary  in such  circumstance
                  shall  be paid to the  Participant's  estate  as an  alternate
                  Beneficiary.

7.3      Ineffective Designation.

         (a)      In the event the Participant does not designate a Beneficiary,
                  or if for any reason such designation is entirely ineffective,
                  the  amounts  that  otherwise  would  have  been  paid  to the
                  Beneficiary shall be paid to the  Participant's  estate as the
                  alternate Beneficiary.

         (b)      In the  circumstance  that  designations are effective in part
                  and  ineffective  in part, to the extent that a designation is
                  effective,  distribution  shall be made so as to carry  out as
                  closely as discernable the intent of the Participant, with the
                  result  that  only  to  the  extent  that  a  designation   is
                  ineffective  shall   distribution   instead  be  made  to  the
                  Participant's estate as an alternate Beneficiary.


<PAGE>


                     SECTION 8. CHANGE IN CONTROL PROVISIONS

8.1      Accelerated  Distributions  Upon  Change  in  Control.  Notwithstanding
         anything in this Plan to the contrary,  upon the occurrence of a Change
         in  Control  where  there  has  not  been a  termination  of the  SCANA
         Corporation  Key Employee  Severance  Benefits Plan prior thereto,  the
         amounts  (or  remaining  amounts)  credited to each  Participant's  DCD
         Ledger  under  this  Plan  as of the  date of such  Change  in  Control
         (referred  to  as  each   Participant's  "DCD  Benefit")  shall  become
         immediately  due and  payable.  All DCD  Benefits  payable  under  this
         Section  8.1  shall  be  paid  to  each  Participant  (and  his  or her
         Beneficiary)  in the form of a single lump sum cash  payment,  together
         with an  amount  (the  "Gross-Up  Payment")  such  that the net  amount
         retained by each Participant  after deduction of any excise tax imposed
         by Section  4999 of the Code (or any similar tax that may  hereafter be
         imposed) on such benefits  (the "Excise  Tax") and any Federal,  state,
         and  local  income  tax and  Excise  Tax upon the DCD  Benefit  and the
         Gross-Up  Payment  provided for by this Section 8 shall be equal to the
         value of the Participant's  DCD Benefit.  Such payment shall be made by
         the  Company  (or to the  extent  assets are  transferred  to the SCANA
         Corporation Director Compensation Trust by the trustee of such trust in
         accordance  with the trust's terms) to the  Participant  (or his or her
         Beneficiary)  as soon as  practicable  following the Change in Control,
         but in no event later than the date specified by the terms of the SCANA
         Corporation  Director  Compensation  Trust. In all events, if the SCANA
         Corporation Key Employee  Severance  Benefits Plan was terminated prior
         to such Change in Control,  then the  provisions  of this Section shall
         not apply and Participants' benefits shall be determined and paid under
         the otherwise applicable provisions of the Plan.

8.2      Tax Computation. For purposes of determining the amount of the Gross-Up
         Payment referred to in Section 8.1, whether any of a Participant's  DCD
         Benefit  will be  subject to the Excise  Tax,  and the  amounts of such
         Excise Tax: (i) there shall be taken into account all other payments or
         benefits received or to be received by a Participant in connection with
         a Change in Control of the  Company  (whether  pursuant to the terms of
         this  Plan or any  other  plan,  arrangement,  or  agreement  with  the
         Company,  any person whose actions result in a Change in Control of the
         Company or any person affiliated with the Company or such person);  and
         (ii) the amount of any  Gross-Up  Payment  payable  with respect to any
         Participant (or his or her Beneficiary) by reason of such payment shall
         be  determined in accordance  with a customary  "gross-up  formula," as
         determined by the  Management  Development  and  Corporate  Performance
         Committee of the Board of Directors in its sole discretion.

8.3      No Subsequent  Recalculation  of Tax Liability.  The Gross-Up  Payments
         described in the  foregoing  provisions  of this Section 8 are intended
         and  hereby  deemed to be a  reasonably  accurate  calculation  of each
         Participant's  actual  income tax and Excise  Tax  liability  under the
         circumstances  (or such tax liability of his or her  Beneficiary),  the
         payment of which is to be made by the Company or the SCANA  Corporation
         Director  Compensation  Trust.  All such  calculations of tax liability
         shall not be subject  to  subsequent  recalculation  or  adjustment  in
         either an  underpayment  or  overpayment  context  with  respect to the
         actual tax  liability of the  Participant  (or his or her  Beneficiary)
         ultimately determined as owed.

8.4      Successors. Notwithstanding anything in this Plan to the contrary, upon
         the  occurrence  of  a  Change  in  Control,  and  only  if  the  SCANA
         Corporation  Key  Employee   Severance   Benefits  Plan  ("KESBP")  was
         terminated  prior to such Change in Control,  the Company  will require
         any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
         consolidation,  or  otherwise)  of  all  or  substantially  all  of the
         business  and/or assets of the Company or of any division or subsidiary
         thereof to expressly  assume and agree to perform this Plan in the same
         manner and to the same  extent  that the  Company  would be required to
         perform  it if no such  succession  had  taken  place,  subject  to the
         remaining provisions of this Section 8.4. In the event of such a Change
         in Control  where the KESBP is  terminated,  Participants  shall become
         entitled to benefits  hereunder  in  accordance  with the terms of this
         Plan, based on amounts credited to each  Participant's DCD Ledger as of
         the date of such Change in Control plus accumulated  Growth  Increments
         attributable  thereto  (adjusted  to reflect  any change  from the most
         recent Growth  Increment  calculation  to the end of the month prior to
         the month such amounts are  distributed to each  Participant).  In such
         case, any successor to the Company shall not be required to provide for
         additional  deferral  of  benefits  beyond  the date of such  Change in
         Control. In addition, and notwithstanding  Section 8.5 to the contrary,
         if there is a Change in Control  and the KESBP is  terminated  prior to
         such Change in Control,  a successor to the Company may amend this Plan
         to provide for an automatic lump sum  distribution  of the then current
         value  of  Participants'  DCD  Ledger,   including  accumulated  Growth
         Increments  attributable  thereto (adjusted to reflect any change since
         the most recent Growth Increment  calculation)  hereunder  without such
         amendment being treated as an amendment reducing any benefits earned.

8.5      Amendment and Termination After Change in Control.  Notwithstanding the
         foregoing, and subject to this Section 8, no amendment, modification or
         termination of the Plan may be made, and no  Participants  may be added
         to the Plan, upon or following a Change in Control if it would have the
         effect of reducing any benefits  earned  (including  optional  forms of
         distribution)  prior to such  Change in  Control  without  the  written
         consent of all of the Plan's  Participants  covered by the Plan at such
         time. In all events,  however, the Company reserves the right to amend,
         modify or delete  the  provisions  of  Section 8 at any time prior to a
         Change in Control,  pursuant to a Board of Directors resolution adopted
         by a vote of  two-thirds  (2/3) of the Board of Directors  members then
         serving on the Board of Directors.


<PAGE>


                          SECTION 9. GENERAL PROVISIONS

9.1      Contractual  Obligation.  It is  intended  that the  Company is under a
         contractual obligation to make payments from a Participant's DCD Ledger
         when due.  Payment of amounts  credited to a  Participant's  DCD Ledger
         shall be made out of the general  funds of the Company as determined by
         the Board of  Directors  without any  restriction  of the assets of the
         Company  relative to the payment of such contractual  obligations;  the
         Plan is, and shall operate as, an unfunded plan.

9.2      Unsecured  Interest.  No  Participant  or  Beneficiary  shall  have any
         interest whatsoever in any specific asset of the Company. To the extent
         that any person  acquires a right to receive  payment  under this Plan,
         such right shall be no greater than the right of any unsecured  general
         creditor of the Company.

9.3      "Rabbi"  Trust.  In connection  with this Plan,  the Board of Directors
         shall  establish  a  grantor  trust  (known as the  "SCANA  Corporation
         Director  Compensation Trust") for the purpose of accumulating funds to
         satisfy the  obligations  incurred by the Company  under this Plan (and
         such other plans and  arrangements  as determined  from time to time by
         the Company). At any time prior to a Change in Control, as that term is
         defined in such Trust,  the Company may transfer assets to the Trust to
         satisfy all or part of the  obligations  incurred by the Company  under
         this  Plan,  as  determined  in the  sole  discretion  of the  Board of
         Directors,  subject to the return of such assets to the Company at such
         time as  determined  in  accordance  with the terms of such Trust.  Any
         assets of such Trust shall remain at all times subject to the claims of
         creditors of the Company in the event of the Company's insolvency;  and
         no asset or other funding medium used to pay benefits accrued under the
         Plan shall result in the Plan being considered as other than "unfunded"
         under ERISA.  Notwithstanding the establishment of the Trust, the right
         of any  Participant  to receive  future  payments  under the Plan shall
         remain an unsecured claim against the general assets of the Company.

9.4      Nonalienation of Benefits.

         (a)      No right or  benefit  under  this  Plan  shall be  subject  to
                  anticipation,    alienation,    sale,   assignment,    pledge,
                  encumbrance,   or  charge,  and  any  attempt  to  anticipate,
                  alienate,  sell, assign,  pledge,  encumber or charge the same
                  shall be void; nor shall any such  disposition be compelled by
                  operation of law.

         (b)      No right or  benefit  hereunder  shall in any manner be liable
                  for or subject to the debts, contracts,  liabilities, or torts
                  of the person entitled to benefits under the Plan.

         (c)      If any  Participant  or  Beneficiary  hereunder  should become
                  bankrupt or attempt to  anticipate,  alienate,  sell,  assign,
                  pledge,  encumber,  or charge any right or benefit  hereunder,
                  then such right or benefit  shall,  in the  discretion  of the
                  Board of Directors,  cease,  and the Board of Directors  shall
                  direct in such event that the  Company  hold or apply the same
                  or any part  thereof  for the  benefit of the  Participant  or
                  Beneficiary in such manner and in such proportion as the Board
                  of Directors may deem proper.

9.5      Severability. If any particular provision of the Plan shall be found to
         be illegal or unenforceable  for any reason,  the illegality or lack of
         enforceability  of  such  provision  shall  not  affect  the  remaining
         provisions of the Plan, and the Plan shall be construed and enforced as
         if the illegal or unenforceable provision had not been included.

9.6      No Individual  Liability.  It is declared to be the express purpose and
         intention of the Plan that no liability  whatsoever  shall attach to or
         be incurred by the shareholders,  officers, or directors of the Company
         or any representative  appointed hereunder by the Company,  under or by
         reason of any of the terms or conditions of the Plan.

9.7      Applicable Law. This Plan shall be governed and construed in accordance
         with the  laws of the  State of South  Carolina  except  to the  extent
         governed by  applicable  Federal  law.  The terms of this Plan are also
         subject  to all  present  and  future  rulings  of the  Securities  and
         Exchange Commission with respect to Rule 16b-3. If any provision of the
         Plan  would  cause  the Plan to fail to meet the  requirements  of Rule
         16b-3, then that provision of the Plan shall be void and of no effect.




<PAGE>


           SECTION 10. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

10.1     In General.  This Plan shall be administered by the Board of Directors,
         which shall have the sole authority to construe and interpret the terms
         and provisions of the Plan and determine the amount, manner and time of
         payment of any benefits  hereunder.  The Board of  Directors  shall not
         exercise  any  discretion  with respect to the  administration  of this
         Plan,  except as may be permitted by Rule 16b-3. The Board of Directors
         shall maintain  records,  make the requisite  calculations and disburse
         payments   hereunder,   and   its   interpretations,    determinations,
         regulations and calculations  shall be final and binding on all persons
         and parties  concerned.  The Board of Directors may adopt such rules as
         it deems necessary, desirable or appropriate in administering this Plan
         and the Board of Directors may act at a meeting, in a writing without a
         meeting,  or by having actions otherwise taken by a member of the Board
         of  Directors  pursuant  to a  delegation  of duties  from the Board of
         Directors.

10.2     Claims Procedure.  Any person dissatisfied with the Board of Directors'
         determination  of a claim for  benefits  hereunder  must file a written
         request  for  reconsideration  with  the  Board  of  Directors  (or its
         delegate).  This  request must  include a written  explanation  setting
         forth  the  specific  reasons  for such  reconsideration.  The Board of
         Directors shall review its determination  promptly and render a written
         decision with respect to the claim,  setting forth the specific reasons
         for such denial written in a manner  calculated to be understood by the
         claimant.  Such claimant shall be given a reasonable  time within which
         to comment,  in writing, to the Board of Directors with respect to such
         explanation.  The Board of  Directors  shall  review its  determination
         promptly and render a written decision with respect to the claim.  Such
         decision upon matters within the scope of the authority of the Board of
         Directors  shall be conclusive,  binding,  and final upon all claimants
         under this Plan.

10.3     Finality of Determination.  The determination of the Board of Directors
         as to  any  disputed  questions  arising  under  this  Plan,  including
         questions of construction and interpretation,  shall be final, binding,
         and conclusive upon all persons.

10.4     Delegation of Authority. The Board of Directors may, in its discretion,
         delegate  its duties to a  committee  of the Board of  Directors  or an
         officer or other employee of the Company, or to a committee composed of
         officers or employees of the Company.

10.5     Expenses.  The cost of payment  from this Plan and the expenses of
         administering  the Plan shall be borne by the Company.


10.6     Tax  Withholding.  The Company  shall have the right to deduct from all
         payments made from the Plan any federal, state, or local taxes required
         by law to be withheld with respect to such payments.

10.7     Incompetency.  Any person receiving or claiming benefits under the Plan
         shall be  conclusively  presumed  to be mentally  competent  and of age
         until  the  Company  receives  written  notice,  in a form  and  manner
         acceptable to it, that such person is incompetent or a minor,  and that
         a guardian,  conservator,  statutory committee under the South Carolina
         Code of  Laws,  or other  person  legally  vested  with the care of his
         estate has been appointed. In the event that the Company finds that any
         person  to whom a  benefit  is  payable  under  the Plan is  unable  to
         properly  care for his  affairs,  or is a minor,  then any  payment due
         (unless a prior claim therefor shall have been made by a duly appointed
         legal  representative) may be paid to the spouse, a child, a parent, or
         a brother or sister,  or to any  person  deemed by the  Company to have
         incurred  expense  for the care of such  person  otherwise  entitled to
         payment.

         In the event a guardian or  conservator  or statutory  committee of the
         estate of any person  receiving  or  claiming  benefits  under the Plan
         shall be appointed by a court of competent jurisdiction, payments shall
         be made to such guardian or conservator or statutory committee provided
         that proper  proof of  appointment  is  furnished  in a form and manner
         suitable to the Company.  Any payment made under the provisions of this
         Section 10.7 shall be a complete  discharge of liability therefor under
         the Plan.

10.8     Action  by  Company.  Any  action  required  or  permitted  to be taken
         hereunder  by the Company or its Board of  Directors  shall be taken by
         the Board of Directors,  or by any person or persons  authorized by the
         Board of Directors.

10.9     Notice  of  Address.  Any  payment  made  to a  Participant  or to  his
         Beneficiary at the last known post office address of the distributee on
         file with the  Company,  shall  constitute a complete  acquittance  and
         discharge  to the Company  and any  director  or officer  with  respect
         thereto, unless the Company shall have received prior written notice of
         any change in the condition or status of the  distributee.  Neither the
         Company nor any director or officer  shall have any duty or  obligation
         to search for or ascertain the  whereabouts  of the  Participant or his
         Beneficiary.

10.10    Amendment and Termination. The Company expects the Plan to be permanent
         but,   since  future   conditions   affecting  the  Company  cannot  be
         anticipated  or  foreseen,  the  Company  reserves  the right to amend,
         modify,  or  terminate  the Plan at any time by  action of its Board of
         Directors (including, but not limited to, as may be necessary to ensure
         compliance with Rule 16b-3);  provided,  however,  that any such action
         shall not diminish  retroactively  any amounts which have been credited
         to any  Participant's  DCD Ledger. If the Board of Directors amends the
         Plan to cease future  deferrals  hereunder or terminates  the Plan, the
         Board of Directors may, in its sole  discretion,  direct that the value
         of each  Participant's  DCD  Ledger  be paid  to each  Participant  (or
         Beneficiary,  if applicable)  in an immediate lump sum payment.  In the
         absence of any such  direction  from the Board of  Directors,  the Plan
         shall continue as a "frozen" plan under which no future  deferrals will
         be recognized (however, Growth Increments and dividends attributable to
         hypothetical  shares of Company  Stock  credited to each  Participant's
         Company  Stock  Ledger  shall  continue  to  be  recognized)  and  each
         Participant's  benefits shall be paid in accordance  with the otherwise
         applicable terms of the Plan.


<PAGE>


                              SECTION 11. EXECUTION


         IN WITNESS  WHEREOF,  the  Company  has caused  this SCANA  Corporation
Director  Compensation  and Deferral Plan to be executed by its duly  authorized
officer this ______ day of  __________________________,  ______, to be effective
as of January 1, 2001.

                                  SCANA Corporation

                                  By:________________________________

                                  Title:_______________________________

ATTEST:

------------------------------------
Secretary





<PAGE>


                                SCANA CORPORATION
                     DIRECTOR COMPENSATION AND DEFERRAL PLAN

                           ELECTION TO DEFER EXECUTED
                             FOR CALENDAR YEAR _____


         As a Participant in the SCANA  Corporation  Director  Compensation  and
Deferral  Plan (the  "Plan"),  I hereby make the  elections  set forth below.  I
understand  and agree  that all  elections  shall be subject to the terms of the
Plan, a copy of which has been provided to me. I understand that elections under
the Plan are voluntary and that the Company is not  responsible  for advising me
with respect to the tax or financial  consequences of my  participation  in this
Plan. All capitalized terms have the meaning set forth in the Plan document.

A.       Deferral Election(s) or Election Not to Defer:

[ ]      1.       I do not wish to defer any  amounts  payable to me as a member
                  of the Board of  Directors  during calendar year ________ .
                  (Please complete Sections C and D below.)

[                 ] 2. I hereby  elect to defer in  accordance  with  this  Plan
                  those  amounts  payable  to me as a  member  of the  Board  of
                  Directors during calendar year _____ as follows:

         [              ] a. I elect to defer  one  hundred  percent  (100%)  of
                        those  amounts  payable to me including  Retainer  Fees,
                        meeting  attendance  fees and  conference  fees and have
                        those amounts credited to the Company Stock Ledger on my
                        behalf.

         [              ] b. I elect to defer ___ percent  (up to forty  percent
                        (40%) of my Retainer  Fees as well as ___ percent (up to
                        one hundred percent (100%)) of my meeting attendance and
                        conference  fees. I understand  that the remaining sixty
                        percent  (60%) of my  Retainer  Fees shall be paid to me
                        entirely in shares of Company Stock.

                  [ ]   i.     I elect that all such  deferrals  be credited to
                               the Growth  Increment  Ledger on my behalf.

                  [ ]   ii.    I elect that all such  deferrals  be  credited
                               to the  Company  Stock  Ledger on my behalf.


B.       Dividend  Reinvestment  Election  (only  complete  if  elected  to have
         amounts  credited to the Company Stock Ledger under  Deferral  Election
         above):

         [              ] a. I hereby elect that all amounts  equal to dividends
                        attributable  to amounts  credited to the Company  Stock
                        Ledger on my behalf shall be deemed to be  reinvested in
                        shares of Company Stock.

         [              ] b. I hereby elect that all amounts  equal to dividends
                        attributable  to amounts  credited to the Company  Stock
                        Ledger on my behalf shall be paid to me in cash.

C.       Compensation  Election  (only  complete  if not  deferring  one hundred
         percent (100%) of Compensation under the Deferral Election above):

         With respect to amounts not otherwise deferred under the Plan, I hereby
         elect to receive in accordance  with this Plan those amounts payable to
         me as a member of the Board of Directors  during  calendar  year ______
         and  payable as  Retainer  Fees  (exclusive  of the  amounts  otherwise
         required  to be  paid  to me  in  shares  of  Company  Stock),  meeting
         attendance fees and conference fees in the form of:

         [ ]      a.    Company Stock
         [ ]      b.    Cash

D.       Investment  Election (only complete if elected to receive Company Stock
         under Compensation Election above):

         [ ]      a.    I hereby  elect that the shares of Company  Stock to be
                        issued to me during  calendar  year
                        _____ be registered in my name.

         [              ] b. I hereby elect that the shares of Company  Stock to
                        be issued to me during calendar year ______ be deposited
                        into an  account in my name in the SCANA  Investor  Plus
                        Plan.

E.       Deferral Period(s):

         Board of  Directors'  fees deferred  above per this  election  shall be
         deferred  (subject to an  acceleration of payments under Section 6.4 of
         the Plan):

         [              ] a. ____ years from the close of the calendar  year for
                        which this election is made so as to be payable in whole
                        or  in  part  under  the  Manner  of  Payment   Election
                        indicated below as soon as practicable  after January 1,
                        _______.

         or

         [ ]      b.    until my  departure  from the Board of  Directors  as
                        indicated in Section 4.2 of this Plan by reason of
                        death,  resignation  or  otherwise  or the date I am no
                        longer a  Nonemployee  Director.

F.       Manner of Payment Election(s):

         I understand  and agree that,  with  respect to all  deferred  amounts,
         unless I elect  otherwise,  the amounts  will be paid to me at the time
         otherwise specified in the form of a single lump sum payment. The Board
         of  Directors  fees  deferred  above  per this  election  shall be paid
         (subject to an acceleration of payments under Section 6.4 of the Plan):

         [ ]      a.    in a lump sum, or

         [ ]      b.    in               installment payments, payable:
                            (Number)

                  [ ]      monthly
                  or
                  [ ]      quarterly
                  or
                  [ ]      annually.

                                     Name _________________________________

                                     SS # __________________________________


-----------------------------         ---------------------------------------
Secretary, SCANA Corporation          Board Member's Signature


-------------                         ------------
Date                                      Date
(Rev. Jan. 2001)





<PAGE>


                                SCANA CORPORATION
                     DIRECTOR COMPENSATION AND DEFERRAL PLAN
                           DESIGNATION OF BENEFICIARY

To:  Secretary of SCANA Corporation

I hereby  designate  the  following  person(s),  trust(s)  or estate,  to be the
recipient(s) of any and all amounts
which may become  payable or may remain to be paid upon my death under the SCANA
Corporation Director Compensation and Deferral Plan.
--------------------------------------------------------------------------------
        Beneficiary's Name
        and Social Security      Beneficiary's       Relationship    Dollars or
            or Employer             Address               to          % Share
        Identification No.                            Participant
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

I  hereby  designate  the  following  person,   trust  or  estate  as  Alternate
Beneficiary with respect to the contingency  events described in Sections 7.2(a)
and 7.2(b) of this Plan.
--------------------------------------------------------------------------------
         Alternate Beneficiary's
             Name and Social           Alternate              Relationship
           Security or Employer      Beneficiary's                 to
            Identification No.          Address                Participant
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

Spouse's Consent: (Community Property States Only -- S.C. domiciliaries ignore):

I hereby agree to the Beneficiary(ies) designated above:

-----------------------------------             ------------------------
Spouse's Signature                                     Date

I hereby revoke any  Beneficiary  designation  previously made by me and reserve
the right to change this  designation at any time by filing a new Designation of
Beneficiary form.

Signature of Participant

Date                          Social Security Number

Signature of Corporate Secretary

Date Received





WDC99


<PAGE>

WDC99










                                SCANA Corporation
                           Director Compensation Trust



                                 January 1, 2001

<PAGE>


                                TABLE OF CONTENTS


                                                                           PAGE

Article 1.    The Trust.......................................................1
Article 2.     Payment Provisions.............................................4
Article 3.     Management of the Trust Fund...................................7
Article 4.     Investment Funds and Investment Managers......................12
Article 5.     Insolvency....................................................14
Article 6.     Resignation or Removal of Trustee.............................15
Article 7.     Amendment and Termination.....................................16
Article 8.     Liability and Indemnification.................................17
Article 9.     Change in Control Definitions.................................18
Article 10.  Miscellaneous...................................................19
Article 11.  Effective Date..................................................20



<PAGE>



                                                        21

WDC99 325916-2.037437.0017
                                   SCANA Corporation Director Compensation Trust



         THE SCANA CORPORATION  DIRECTOR  COMPENSATION  TRUST (the "Trust"),  is
effective as of this 1st day of January 2001,  by and between SCANA  Corporation
("SCANA"), and First Union Bank of North Carolina (the "Trustee").

                                                    WITNESSETH:

         WHEREAS,  SCANA has adopted the SCANA Corporation Director Compensation
and  Deferral  Plan (the  "Plan")  and,  thereby,  has agreed to make  specified
payments  to  certain  of its  directors  (the  "Participants")  and  applicable
beneficiaries thereunder; and

         WHEREAS,   SCANA   established   effective  January  1,  2001  a  trust
(hereinafter  called  "Trust") and from time to time has and will  contribute to
the Trust  assets  that  shall be held  therein,  subject  to the  claims of the
creditors of SCANA and its  subsidiaries (as provided in Article 5) in the event
of Insolvency,  as herein  defined,  until paid to Plan  Participants  and their
beneficiaries in such manner and at such times as specified in the Plan;

         WHEREAS,  it is the  intention  of the  parties  that this Trust  shall
constitute an unfunded arrangement for federal tax purposes;

         WHEREAS, it is the intention of SCANA to make contributions,  from time
to time and in its  discretion,  to the Trust to provide itself with a source of
funds to assist it in the meeting of its liabilities under the Plan;

         NOW,  THEREFORE,  in consideration of the mutual  agreements  contained
herein,  and for other good and  valuable  consideration,  the parties do hereby
establish  the Trust and agree  that the Trust  shall be  comprised,  held,  and
disposed of as follows:

Article 1.  The Trust

         1.1......Establishment  of the Trust.  SCANA has deposited with Trustee
amounts  which have become the  principal of the Trust to be held,  administered
and disposed of by Trustee as provided in this Trust.

         1.2......Status  of Trust.  The Trust  established is irrevocable.  The
Trust is intended to be a grantor trust,  of which SCANA is the grantor,  within
the meaning of Subpart E, Part I,  Subchapter  J,  Chapter 1,  Subtitle A of the
Internal  Revenue Code of 1986, as amended (the "Code"),  and shall be construed
accordingly.

         1.3......Restrictions  on Reversions.  The principal of the Trust,  and
any earnings  thereon shall be held separate and apart from other funds of SCANA
and  shall  be used  exclusively  for the  uses  and  purposes  of  paying  Plan
Participants  and  beneficiaries  and general  creditors  of SCANA as herein set
forth. Plan Participants and their  beneficiaries  shall have no preferred claim
on, or any beneficial ownership interest in, any assets of the Trust. Any rights
created under the Plan and this Trust shall be mere unsecured contractual rights
of Plan Participants and their  beneficiaries  against SCANA. Any assets held by
the Trust will be subject to the claims of the  general  creditors  of SCANA and
its  subsidiaries  under  federal and state law in the event of  Insolvency,  as
provided in Article 5 herein.  Unless  specifically  provided  otherwise in this
Trust,  SCANA  shall have no right or power to direct  the  Trustee to return to
SCANA or to divert  to others  any of the Trust  assets  before  payment  of all
benefits has been made to Plan Participants and their beneficiaries  pursuant to
the terms of the Plan.

         1.4......Bank Deposits. SCANA, in its sole discretion, may at any time,
or from time to time,  make  additional  deposits  of cash or other  property in
trust with the Trustee to augment the  principal  to be held,  administered  and
disposed  of by the Trustee as provided in this Trust to provide for the payment
when due of such obligations to the Participants (and their beneficiaries) under
the Plan  hereof,  the  benefits  under  which  are to be paid  from  the  Trust
(including  benefits  to be paid upon a Change in  Control)  to the  extent  the
assets in the Trust are sufficient to provide for such benefits. Neither Trustee
nor any Plan  Participant  or  beneficiary  shall have any right to compel  such
additional deposits.

         1.5......Revocability/Refund of Amounts to SCANA or Its Successors.

         (a)      If SCANA delivers any deposits to the Trust under Section 1.4,
                  then,  prior to a Change in  Control,  such  amounts  shall be
                  returned  to SCANA as soon as  practicable  but not more  than
                  three (3) days after  written  notice to the Trustee  from the
                  Notification  Committee that such refund is to be made. On and
                  after a Change in Control, all contributions to this Trust are
                  irrevocable  and no amounts  shall be returned to SCANA or its
                  successors,  except as provided  in Section  1.5(b) or Section
                  1.5(c).

         (b)      On and after a Change in  Control  with  respect  to which the
                  Notification Committee has notified the Trustee that the SCANA
                  Corporation  Key  Employee  Severance  Benefits  Plan  was not
                  terminated prior to such Change in Control,  all contributions
                  to this  Trust  shall  thereafter  be  irrevocable  until  all
                  amounts  have  been  paid to  Participants  and  beneficiaries
                  pursuant to Section 2.6(a) and thereafter any remaining  funds
                  shall be refunded to SCANA's successor.

          (c)  On and  after a Change  in  Control  with  respect  to which  the
               Notification  Committee  has  notified the Trustee that the SCANA
               Corporation Key Employee  Severance  Benefits Plan was terminated
               prior to such Change in Control, all contributions to this Trust,
               other than such amounts designated as permanently  irrevocable by
               the Notification  Committee prior to the Change in Control, shall
               be irrevocable for a period of twenty-four  (24) months after the
               Change in Control.  As soon as practicable after such twenty-four
               (24) month period,  the Trustee shall return any remaining  funds
               to SCANA's successor,  other than funds separately  identified by
               the  Notification  Committee  prior to the  Change in  Control as
               being permanently irrevocable upon a Change in Control.

         (d)      Payment  by  SCANA  (or its  successor)  to the  Trust  of any
                  amounts  pursuant  to Section  1.4 shall be  accompanied  by a
                  Payment  Schedule  (as  defined in Section  2.1 hereof) and an
                  Accelerated  Payment  Schedule  (as  defined  in  Section  2.5
                  hereof)  with  respect  to each  Participant  (and  his or her
                  beneficiary) whose benefit payment is being made or to be made
                  from the Trust.

         1.6  Acceptance.  The Trustee accepts the duties and obligations of the
"Trustee" hereunder, agrees to accept delivery of funds delivered to it by SCANA
pursuant to this Article 1, and agrees to hold such funds (and any proceeds from
the  investment  of such  funds)  in trust in  accordance  with  the  terms  and
conditions of this Trust and the Plan.

         1.7 The  Administration  Committee.  SCANA's Board of Directors or such
other  committee as designated by SCANA's Board of Directors  shall serve as the
"Administration  Committee"  responsible for exercising certain powers,  rights,
and duties  described  herein.  SCANA's  Board of Directors  will certify to the
Trustee from time to time the person or persons who are acting as the members of
the  Administration  Committee.  The Trustee may rely on the latest  certificate
received  from  SCANA's   Board  of  Directors   without   further   inquiry  or
verification.  If, for any period  prior to a Change in Control,  no persons are
acting as members of the  Administration  Committee,  SCANA's Board of Directors
shall act on behalf  of, and shall have all of the  powers,  rights,  and duties
otherwise  reserved  under this Trust to the  Administration  Committee.  Upon a
Change in Control,  the powers,  rights,  and duties  otherwise  reserved to the
Administration Committee shall expire and neither the Administration  Committee,
nor SCANA's Board of  Directors,  nor any successor to SCANA shall be authorized
to exercise any powers,  rights or duties set forth in this Trust, except to the
extent specifically permitted under this Trust following a Change in Control.

         1.8 The Notification  Committee.  The Chief Executive Officer of SCANA,
Chief Financial Officer of SCANA, and Chairman of the Executive Committee of the
Board  of  Directors  of  SCANA  shall  serve  as the  "Notification  Committee"
responsible for exercising certain powers,  rights, and duties described herein.
SCANA's  Board of  Directors  will  certify to the Trustee from time to time the
persons who are acting as the  members of the  Notification  Committee.  After a
Potential Change in Control,  and until the Notification  Committee gives notice
to the  Trustee  described  in  Section  1.5,  the  individuals  comprising  the
Notification  Committee immediately prior to a Potential Change in Control shall
continue  to  constitute  the  Notification  Committee  and may not be  removed;
provided,  however, that if any one of the members of the Notification Committee
shall die or otherwise  become unable to act after a Potential Change in Control
and prior to the date the Notification  Committee  provides the notice described
in Section  1.5,  the  remaining  members of the  Notification  Committee  shall
appoint a successor  member to the  Notification  Committee to fill such vacancy
and shall  report  such  change to the  Trustee  within 30 days of such  change.
Quorum for any action by the  Notification  Committee  shall be two members upon
reasonable  notice to all three members of a meeting,  and a concurring  vote of
two  members  shall  authorize  action  taken  at such  meeting,  including  the
rendering of any  notification  from the  Notification  Committee to the Trustee
pursuant to Section 1.5. Meetings may be held by telecommunications conference.

         1.9 Warranty.  SCANA warrants that all directions or  authorizations by
the  Administration  Committee,  whether for the payment of money or  otherwise,
will comply with the provisions of the Plan and this Trust.

Article 2.  Payment Provisions

         2.1 Payment  Schedule and Benefit  Payments Prior to Change in Control.
Within ten (10) calendar days  following the end of each calendar  quarter prior
to a Change in Control (or more frequently,  as determined by the Administrative
Committee), the Administration Committee shall deliver to the Trustee a schedule
(the "Payment  Schedule")  which shall  indicate,  based on the operation of the
underlying  Plan,  the  appropriate  amounts  payable  in  respect  of each Plan
Participant (and his or her beneficiaries)  during the respective calendar year.
The Payment  Schedule also will specify the form in which such amounts are to be
paid (as provided for or available under the Plan), and the time of commencement
for payment of such amounts.  The Administration  Committee shall have the right
to modify such schedule during the calendar year, which  modifications  shall be
binding upon the Trustee. Except as otherwise provided herein, the Trustee shall
make  payments  to the  Participants  in the Plan  and  their  beneficiaries  in
accordance with such Payment Schedule.

         2.2 Committee  Determination of Benefits.  Except as otherwise provided
herein, and prior to a Change in Control,  the entitlement of a Plan Participant
or his or her  beneficiaries  to benefits  under the Plan shall be determined by
the Administration Committee and any claim for such benefits shall be considered
and reviewed  under the  procedures set out in the Plan, or if no such provision
is  contained  in the Plan  document,  the  procedures  contained in Section 2.4
herein shall be followed.

         2.3 Direct  Payment of Benefits by SCANA.  Notwithstanding  Section 2.1
herein,  and subject to Section 2.6, SCANA may make payment of benefits directly
to Plan  Participants or their  beneficiaries as they become due under the terms
of the Plan.  SCANA shall  notify the Trustee of its decision to make payment of
benefits  directly  prior to the  time  amounts  are  otherwise  payable  to the
Participants or their  beneficiaries under the Plan and this Trust. In addition,
if the principal of the Trust, and any earnings  thereon,  are not sufficient to
make payments of benefits in accordance with the terms of the Plan,  SCANA shall
make the balance of all such payments as they fall due, which  obligation  shall
be  enforceable  at law by either the Trustee or by the affected  Participant(s)
with  indemnification  by SCANA (or its  successor(s))  to the Trustee or to the
Participant(s)  for all  expenses  incurred  (e.g,  legal,  actuarial,  etc.) to
successfully  compel any and all such  payments.  The Trustee shall notify SCANA
where principal and earnings are not  sufficient.  Prior to a Change in Control,
the  Administration  Committee  may direct the  Trustee in writing to  reimburse
SCANA from the Trust Fund for Plan benefits  paid directly to a Participant  (or
beneficiary) by SCANA.

         2.4  Participant  Direction  Prior to a Change in  Control.  Prior to a
Change in Control,  and to the extent otherwise  provided in Section 2.6 after a
Change in  Control,  if a payment  required  under the terms of the Plan has not
been made to a Participant  or his or her  beneficiary(ies)  (whether due to the
failure of the  Administration  Committee  to notify the  Trustee as required by
this  Article  2 or  otherwise),  and the Plan has no stated  procedure  for the
Participant (or  beneficiary) to collect the benefits,  then the Participant may
notify the  Trustee in writing of the amount (or a  reasonable  estimate  of the
amount) owed to the Participant  pursuant to such Plan, and the date such amount
was due and  payable.  The Trustee  shall  notify the  Administration  Committee
within fifteen (15) calendar days of the receipt of such a payment  request.  If
the Administration  Committee does not provide the Trustee with a statement that
explains the  Administration  Committee's  grounds for disputing the accuracy of
the   Participant's   notice  and  sets  out  the   Administration   Committee's
calculations  of the proper amount due and payable to the  Participant  (if any)
within  thirty  (30)  calendar  days  of  the  date  the  Trustee  notified  the
Administration Committee of the payment request, then the Trustee shall make the
payment  requested by the Participant from the assets of the Trust Fund, and may
conclusively  rely on such payment or payments as being the appropriate  amount.
The Trustee also shall notify the Administration  Committee of such payment.  If
the  Administration  Committee  timely  provides the Trustee with the  statement
described in this Section 2.4, and the Participant  (or his or her  beneficiary)
does not agree with such statement, the dispute shall be resolved by arbitration
in accordance with the Commercial  Arbitration Rules of the American Arbitration
Association,  and judgment upon the award rendered by the arbitrator(s) shall be
conclusive and may be entered in any court of competent jurisdiction.

         Subject to the  sufficiency  of the assets of the Trust  Fund,  payment
shall be made to a Participant  from the Trust Fund in accordance with the terms
of the Plan and this Section 2.4 until the earlier of:

                  (i)      The  date  all   benefit   commitments   due  to  the
                           Participant  under  the  Plan,  as  requested  by the
                           Participant in his notification to the Trustee,  have
                           been satisfied; or

                  (ii)     The  date the  Administration  Committee  provides  a
                           statement  that  shows the  proper  amount due to the
                           Participant,  as described  above in this Section 2.4
                           and  the  adjustment  required  in the  Participant's
                           benefit to reflect such  amount.  If such a statement
                           is so provided,  appropriate  adjustment,  if any, in
                           the  amount  paid  and to be paid to the  Participant
                           shall be made.

         The Trustee shall make  distributions from the Trust Fund in accordance
with the  provisions of this Section 2.4,  subject to the  provisions of Section
2.6 and Article 5. If such assets are not  sufficient,  SCANA (or its successor)
shall be  obligated  to make the  balance  of each such  payment  when due.  The
Trustee  shall be fully  protected in acting  without  Administration  Committee
direction under this Section 2.4. In any case where there is a Change in Control
and payment is not made under the  Accelerated  Payment  Schedule  under Section
2.5, all references herein to the Administration Committee shall be deemed to be
references to SCANA's successor or its designee for periods after such Change in
Control.

         2.5 Accelerated  Payment Schedule.  From time to time prior to a Change
in Control, the Administration Committee shall deliver to the Trustee a schedule
(the "Accelerated Payment Schedule") that indicates the lump sum amounts payable
with respect to each Plan Participant (and his or her  beneficiaries)  under the
terms of the Plan as of the date set forth in the Accelerated  Payment Schedule,
which amount is to be paid in accordance  with the terms of the Plan and Section
2.6(a) upon the  occurrence  of a Change in  Control.  The  Accelerated  Payment
Schedule  shall be provided in addition  to the Payment  Schedule  described  in
Section 2.1.

         2.6      Benefit Payments Following a Change in Control.

         (a)      On the same  business  day that the Trustee  receives  written
                  notification  from  the  Notification  Committee  that:  (i) a
                  Change  in  Control  has  occurred;  and (ii)  that the  SCANA
                  Corporation Key Employee Severance Benefits Plan ("KESBP") was
                  not terminated  prior to such Change in Control,  payment from
                  the Trust  shall be made in a lump sum  amount  in  accordance
                  with the Accelerated Payment Schedule in effect as of the date
                  of the Change in Control.

         (b)      If the Notification Committee notifies the Trustee that: (a) a
                  Change in  Control  has  occurred;  and (b) that the KESBP was
                  terminated  prior to such Change in Control,  then the Trustee
                  shall  continue to hold the assets of the Trust Fund,  subject
                  to the  payment  provisions  of  Section  2.4  and  the  other
                  provisions of this Trust to the extent not  inconsistent  with
                  Section  2.4.  In such case,  all  references  herein to SCANA
                  shall be deemed to be references to SCANA's successor.

         (c)      The Trustee  shall be fully  protected in making or refraining
                  from making any payment in accordance  with the  provisions of
                  this Section.

         2.7 Missing Persons.  If any payment directed to be made by the Trustee
from the Trust Fund is not claimed by the person entitled  thereto,  the Trustee
shall notify the  Administration  Committee of that fact. The Trustee thereafter
shall have no obligation to search for or ascertain the whereabouts of any payee
under this Trust.

         2.8   Nonalienation   of  Trust  Assets.   Benefits   payable  to  Plan
Participants  and their  beneficiaries  under this Trust may not be anticipated,
assigned  (either  at law  or in  equity),  alienated,  pledged,  encumbered  or
subjected  to  attachment,  garnishment,  levy,  execution  or  other  legal  or
equitable process,  except as may be required by the tax withholding  provisions
of the Code or of a state's or locality's income tax act.

         Except as provided by Section 1.3,  Section 1.4,  Section 1.5,  Section
3.2(p), Article 5, or by order of a court of competent jurisdiction, in no event
shall SCANA pay over,  transfer,  assign,  pledge, or encumber the assets of the
Trust Fund;  and any  attempt to  alienate  or assign  said assets  shall not be
merely voidable, but absolutely void.

Article 3.  Management of the Trust Fund

         3.1 The Trust Fund.  Unless the context  clearly  implies or  indicates
otherwise, the term "Trust Fund" as of any date means all property of every kind
then held under this Trust by the Trustee.

         3.2 Trustee's General Powers,  Rights, and Duties.  With respect to the
Trust Fund and subject only to the limitations  expressly provided in this Trust
(including the powers reserved to the Administration Committee prior to a Change
in  Control  under  Section  4.1  herein,  and the  powers,  rights,  and duties
specifically  allocated to an  Investment  Manager,  if so appointed  prior to a
Change in Control as provided in Section 4.2 herein),  or imposed by  applicable
law, the Trustee shall have the following powers, rights, and duties in addition
to those vested in it elsewhere in this Trust or by law:

          (a)  To invest and reinvest  part or all of the Trust Fund in any real
               or personal property (including investments in any stocks, bonds,
               debentures, mutual fund shares, notes, commercial paper, treasury
               bills,  any common,  commingled,  or collective  trust funds,  or
               pooled   investment   funds   described   in  Section   3.3,  any
               interest-bearing  deposits held by any bank or similar  financial
               institution,  life insurance policies, annuity contracts, and any
               other real or  personal  property,  regardless  of  whether  such
               investments   are  issued  by  SCANA),   and  to  diversify  such
               investments  so as to minimize  the risk of large  losses  unless
               under the circumstances it is clearly prudent not to do so.

         (b)      To invest in securities  (including stock or rights to acquire
                  stock) or obligations  issued by SCANA. All rights  associated
                  with assets of the Trust shall be  exercised by the Trustee or
                  the person  designated by the Trustee and shall in no event be
                  exercisable by or rest with Plan participants.  With regard to
                  accounting  and  administration  related to the  investment of
                  securities  issued by SCANA,  the  Trustee  is  authorized  to
                  participate  in the  SCANA  Investor  Plus  Plan  and to  open
                  accounts under that Plan in the name of the Trustee.

         (c)      To  retain  in cash  such  amounts  as the  Trustee  considers
                  advisable  and as  are  permitted  by  applicable  law  and to
                  deposit any cash so retained in any depository  (including any
                  bank acting as trustee) which the Trustee may select.

         (d)      To manage,  sell, insure, and otherwise deal with all real and
                  personal  property  held  by the  Trustee  on such  terms  and
                  conditions as the Trustee shall decide.

          (e)  To vote stock and other  voting  securities  directly or by proxy
               (and to delegate the Trustee's powers and discretion with respect
               to such stock or other voting  securities to any such proxy),  to
               exercise subscription,  conversion,  and other rights and options
               (and make payments from the Trust Fund in connection  therewith),
               to take any  action and to abstain  from  taking any action  with
               respect   to   any   reorganization,    consolidation,    merger,
               dissolution, recapitalization, refinancing, and any other program
               or change affecting any property constituting a part of the Trust
               Fund (and in  connection  therewith  to  delegate  the  Trustee's
               discretionary powers and to pay assessments,  subscriptions,  and
               other  charges  from the Trust  Fund),  to hold or  register  any
               property from time to time in the  Trustee's  name or in the name
               of a  nominee  or to hold it  unregistered  or in such  form that
               title  shall  pass by  delivery  and,  with the  approval  of the
               Administration  Committee,  to borrow from anyone,  including any
               bank  acting as trustee,  to the extent  permitted  by law,  such
               amounts from time to time as the Trustee  considers  desirable to
               carry out this  Trust (and to  mortgage  or pledge all or part of
               the Trust Fund as security).

         (f)      When  directed  by  the  Administration  Committee  or  by  an
                  Investment Manager (as defined in Article 4 herein), in either
                  case prior to a Change in  Control,  to  acquire,  retain,  or
                  dispose of such investments as the Administration Committee or
                  an Investment Manager directs in accordance with this Trust.

         (g)      To make payments from the Trust Fund to provide  benefits that
                  have  become  payable  under the Plan  pursuant  to  Article 2
                  hereof  or  that  are  required  to be  made  to  the  general
                  creditors of SCANA as set forth in Section 5.2 herein.

         (h)      To  begin,  maintain,  or  defend  any  litigation  reasonably
                  necessary in connection with the  administration  of the Trust
                  and SCANA shall  indemnify the Trustee  against all reasonable
                  expenses  and  liabilities  sustained  or  anticipated  by the
                  Trustee by reason of such litigation.

          (i)  To withhold,  if the Trustee  considers it advisable,  all or any
               part  of any  payment  required  to be made  hereunder  as may be
               necessary  and  proper to protect  the  Trustee or the Trust Fund
               against  any  liability  or  claim  on  account  of  any  estate,
               inheritance,  income or other tax, or assessment  attributable to
               any amount payable hereunder, and to discharge any such liability
               with any part or all of such payment so withheld,  provided  that
               at least ten (10) days prior to  discharging  any such  liability
               with  any  amount  so  withheld  the  Trustee  shall  notify  the
               Administration Committee in writing of the Trustee's intent to do
               so. The Trustee  shall not be either  individually  or  severally
               liable  for any taxes of any kind  levied or  assessed  under the
               existing or future laws against the Trust  assets.  To the extent
               that any taxes are payable by the Trust to any Federal, state, or
               local taxing  authorities on account of earnings on Trust assets,
               SCANA shall provide the Trustee with the funds to pay such taxes.

          (j)  To timely  furnish SCANA with such  information  in the Trustee's
               possession as SCANA may need or may specifically  request for tax
               or other purposes.  However,  unless otherwise agreed to by SCANA
               and the  Trustee,  the  Trustee  shall be  responsible  for:  (i)
               deducting and  withholding  all taxes to be deducted and withheld
               from  payments to  Participants;  (ii)  furnishing to each person
               receiving payment or distribution from the Trust, appropriate tax
               information  evidencing  such  payment  or  distribution  and the
               amount  thereof;  and (iii)  preparing and filing all information
               reports  and tax returns  required to be filed with any  Federal,
               state,  or local  government  agency or authority with respect to
               any payments made to any Participant hereunder.

         (k)      To maintain records reflecting all receipts and payments under
                  this  Trust  and  such  other  records  as the  Administration
                  Committee  specifies  and to which the Trustee  agrees,  which
                  records may be audited from time to time by the Administration
                  Committee or anyone named by the Administration Committee.

         (l)      To report  to the  Administration  Committee  as of the end of
                  each   calendar   year,   and  at  such  other  times  as  the
                  Administration  Committee  may request,  the then net worth of
                  the Trust Fund (that is, the fair  market  value of all assets
                  held in the  Trust,  less  liabilities  known to the  Trustee,
                  other than liabilities to Participants (and beneficiaries) and
                  amounts  payable from the Trust Fund to creditors  who are not
                  entitled  to  benefits  under the Plan),  on the basis of such
                  data and information as the Trustee considers reliable.

         (m)      To furnish periodic accounts to the  Administration  Committee
                  for such periods as the Administration  Committee may specify,
                  showing all investments,  receipts,  disbursements,  and other
                  transactions  involving  the Trust Fund during the  applicable
                  period  and the  assets of the  Trust  Fund held at the end of
                  that period.

         (n)      To employ agents,  attorneys,  accountants,  and other persons
                  (who  also  may  be  employed  by  SCANA,  the  Administration
                  Committee,  or others),  to delegate  discretionary  powers to
                  such persons,  and to  reasonably  rely upon  information  and
                  advice  furnished  by such  persons;  provided  that each such
                  delegation  and the  acceptance  thereof  by each such  person
                  shall be in writing; and provided further that the Trustee may
                  not  delegate its  responsibilities  as to the  management  or
                  control of the assets of the Trust Fund.

         (o)      To perform all other acts which in the Trustee's  judgment are
                  appropriate  for  the  proper  management,   investment,   and
                  distribution  of the Trust Fund to the extent such duties have
                  not been assigned to others as provided herein.

               (p)  To pay premiums on any insurance  policy or annuity contract
                    under which the Trust is owner and/or beneficiary, to borrow
                    against  any  such  insurance  policy,  to cash in any  such
                    insurance  policy  or  annuity  contract,  and to  exercise,
                    without  exclusion,  all powers  conferred  on  trustees  by
                    applicable law, unless expressly  provided otherwise herein,
                    provided, however, that if an insurance policy is held as an
                    asset of the Trust,  the Trustee shall have no power to name
                    a beneficiary of the policy other than the Trust,  to assign
                    the policy (as distinct  from  conversion of the policy to a
                    different  form) other than to a successor  Trustee or, upon
                    direction  from  the  Administration  Committee  prior  to a
                    Change in Control, to SCANA and appropriate  subsidiary(ies)
                    for the return of  policies  and  annuity  contracts  to the
                    respective  corporate  owners prior to their  deposit to the
                    Trust,  or to  loan  to  any  person  the  proceeds  of  any
                    borrowing against such policy.

         (q)      Notwithstanding  any powers granted to the Trustee pursuant to
                  this Trust or to  applicable  law, the Trustee  shall not have
                  any power that could give this Trust the objective of carrying
                  on a business  and dividing  the gains  therefrom,  within the
                  meaning   of  section   301.7701-2   of  the   Procedure   and
                  Administrative Regulations promulgated pursuant to the Code.

         3.3 Collective Investment Trusts. The Trustee itself (or any Investment
Manager appointed  pursuant to Section 4.2 hereof) may invest any part or all of
the Trust  assets  for which it has  investment  responsibility  in any  common,
collective,  or  commingled  trust  fund  or  pooled  investment  fund  that  is
maintained by a bank or trust company  (including a bank or trust company acting
as the  Trustee)  provided  such  investments  are  consistent  with  applicable
investment  requirements  and guidelines so  established  by the  Administration
Committee  pursuant to Section 4.1 hereof.  To the extent that any Trust  assets
are invested in any such fund, the provisions of the documents  under which such
common,  collective,  or  commingled  trust fund or pooled  investment  fund are
maintained shall govern any investments therein.

         3.4 Accounting.  The Trustee shall maintain a recordkeeping  account in
the  name of each  Participant  which,  pursuant  to  rules  established  by the
Administration Committee, will reflect with respect to each Participant:

         (a)   Deposits made by SCANA to the Trust Fund, for each Participant,
               pursuant to Article 1 herein;

         (b)   Income,  losses, and appreciation or depreciation in the value
               of Trust assets resulting from investment of the Trust Fund;

         (c)   Payments made from the Trust Fund to Participants (or to a
               Participant's beneficiaries); and

         (d)   Any other  amounts  charged to the  accounts of  Participants,
               including Trustee investment  expenses as described in Section
               3.6 herein.

         As  of  the  end  of  each  calendar  year,   such  accounts  shall  be
appropriately  adjusted  in  accordance  with such rules to reflect the then net
worth of the Trust  Fund,  as  determined  as of that  calendar  year end by the
Trustee and reported to the Administration Committee pursuant to Section 3.2(l).
The value of all assets and earnings thereon shall be identified for the account
of each  Participant on a schedule  prepared by the Trust and delivered to SCANA
within forty-five (45) calendar days following the end of each calendar year.

         3.5 Common Fund. The Trustee shall be entitled to hold and to commingle
the  assets  of the  Trust  in one  fund  for  investment  purposes,  but at the
direction of SCANA prior to a Change in Control the Trustee  shall create one or
more  subaccounts.  Except as provided in Section 4.1 herein,  the Trustee shall
not be required to make separate  investments of the Trust Fund for the accounts
of each  Participant  in the  absence of such  direction  by the  Administration
Committee, and may administer and invest the deposits made to the Trust by SCANA
as one Trust Fund.  The Trustee  also shall not be required to make any separate
investments  of the Trust Fund for the account of any general  creditor of SCANA
or its  subsidiaries  prior to receipt of  directions  to make  payments to such
creditor in accordance with Section 5.2.

         3.6 Compensation and Expenses. Reasonable compensation as may be agreed
upon from time to time between the Administration Committee and the Trustee, and
all  expenses  (except  those  specifically  described  in  the  next  sentence)
reasonably  incurred  by the  Trustee and the  Administration  Committee  in the
administration  of this  Trust,  including  compensation  to agents,  actuaries,
attorneys,  accountants,  and  other  persons  employed  by the  Trustee  or the
Administration Committee, as certified by them, shall be paid directly by SCANA.
To the extent such compensation and expenses are not paid by SCANA within ninety
(90) days of delivery  of invoice for same by the Trustee to SCANA,  the Trustee
may pay such  compensation  and expenses  from the Trust Fund.  Expenses  solely
attributable  to investment of the Trust Fund (such as Investment  Manager fees,
load or other commission fees, brokerage, postage, express or insurance charges,
and stock  transfer  stamps  expense)  shall be paid from the Trust  Fund to the
extent not paid directly by SCANA.

Article 4.  Investment Funds and Investment Managers

         4.1 Investment Funds. Prior to a Change in Control,  the Administration
Committee  may direct the  Trustee to  establish  separate  investment  accounts
within the Trust Fund, each separate account being hereinafter referred to as an
"Investment  Fund." The Trustee shall transfer to each such Investment Fund such
portion  of the  assets of the Trust Fund as the  Administration  Committee  may
direct from time to time prior to a Change in Control.

         Prior  to  a  Change  in  Control,  the  Administration  Committee  may
establish guidelines,  objectives,  and restrictions regarding the investment of
Trust  assets.  The Trustee  shall be under no duty to  question,  and shall not
incur any liability on account of following, any direction of the Administration
Committee  prior to a Change in Control.  The Trustee  shall be under no duty to
review the investment guidelines,  objectives and restrictions  established,  or
the specific investment directions given by the Administration Committee for any
Investment  Fund,  or to make  suggestions  to the  Administration  Committee in
connection  therewith.  To the extent that  directions  from the  Administration
Committee to the Trustee represent investment elections of the Participants, the
Trustee shall have no  responsibility  for such  investment  elections and shall
incur no  liability  on  account  of  investing  the assets of the Trust Fund in
accordance with such directions.

         All interest,  dividends and other income received with respect to, and
any proceeds  received from the sale or other disposition of securities or other
property held in, an Investment Fund shall be credited to and reinvested in such
Investment  Fund.  All  expenses  of the Trust  Fund  which are  allocable  to a
particular Investment Fund shall be so allocated and charged.  Prior to a Change
in Control, the Administration  Committee may direct the Trustee to eliminate an
Investment Fund or Funds, and the Trustee shall thereupon  dispose of the assets
of such Investment Fund and reinvest the proceeds thereof in accordance with the
directions of the Administration Committee.

         After  the  occurrence  of a  Change  in  Control,  the  Administration
Committee  shall have none of the powers  specified  in this Section 4.1 and the
Trustee may rely on the final direction provided by the Administration Committee
prior to such Change in Control.

         4.2   Investment   Managers.   Prior  to  a  Change  in  Control,   the
Administration Committee, from time to time, may appoint one or more independent
Investment  Managers,  pursuant  to a written  investment  management  agreement
describing  the powers and duties of the  Investment  Manager (and providing for
the delivery of a written acknowledgement from the Investment Manager that it is
a fiduciary under this Trust),  to direct the investment and reinvestment of all
or a portion of the Trust Fund or an Investment Fund (hereinafter referred to as
an "Investment Account").

         The  Administration  Committee  shall  furnish the Trustee with written
notice of the  appointment  of each  Investment  Manager  hereunder,  and of the
termination of any such appointment.  Such notice shall specify the assets which
shall constitute the Investment Account. The Trustee shall be fully protected in
relying upon the effectiveness of such appointment and the Investment  Manager's
continuing  satisfaction  of  the  requirements  set  forth  in  the  investment
management  agreement until it receives  written notice from the  Administration
Committee to the contrary.

         The  Administration  Committee  shall provide each  Investment  Manager
appointed with respect to an Investment  Account with the investment  guidelines
for that fund and with any modifications in such investment guidelines made from
time to  time.  Notwithstanding  the  fact  that an  Investment  Manager  may be
appointed with responsibility for the management of an Investment  Account,  the
Trustee shall have the  responsibility  for the investment of cash balances held
by it from time to time as a part of such  investment  fund in  short-term  cash
equivalents (such as short-term  commercial  paper,  treasury bills, and similar
securities,  and for this  purpose,  the Trustee  may invest in any  appropriate
common,  commingled, or collective short-term investment fund). In addition, the
Trustee  shall  have the  power,  right,  and  duty to sell any such  short-term
investments as may be necessary to carry out the  instructions of the Investment
Manager with respect to the investment of the investment fund.

         The Trustee shall  conclusively  presume that each Investment  Manager,
under its investment management agreement,  is entitled to act, in directing the
investment  and  reinvestment  of  the  Investment   Account  for  which  it  is
responsible,  in its sole and  independent  discretion  and without  limitation,
except for any limitations which from time to time the Administration  Committee
and the Trustee agree (in writing) shall modify the scope of such authority. The
Trustee shall have no liability:

         (a)   For the acts or omissions of any Investment Manager or Managers;

         (b)   For following  directions,  including investment directions of
               an Investment Manager or the Administration  Committee,  which
               are given in accordance with this Trust; or

         (c)   For any loss of any kind  which may result by reason of errors
               made by the Investment Manager or the Administration Committee
               in the  division  of the Trust  Fund or  Investment  Fund into
               Investment Accounts.

         An Investment Manager shall certify, at the request of the Trustee, the
value of any securities or other property held in any Investment Account managed
by such  Investment  Manager,  and such  certification  shall be  regarded  as a
direction  with  regard to such  valuation.  The  Trustee  shall be  entitled to
conclusively  rely upon such  valuation for all purposes  under this Trust.  The
Trustee shall have the right to request that some part or all of the  directions
made by an  Investment  Manager  be in  writing  and shall  assume no  liability
hereunder  for failure to act  pursuant to  directions  which fail to conform to
such request.

         After  the  occurrence  of a  Change  in  Control,  the  Administration
Committee  shall have none of the powers  specified  in this Section 4.2 and the
Trustee may rely on the final direction provided by the Administration Committee
prior to such Change in Control.

Article 5.  Insolvency

         5.1  Insolvency.  The Trustee  shall cease  payment of benefits to Plan
Participants  and their  beneficiaries  if SCANA is  Insolvent.  SCANA  shall be
considered  "Insolvent" for purposes of this Trust if (i) SCANA is unable to pay
its debts as they become  due, or (ii) SCANA is subject to a pending  proceeding
as a debtor  under the United  States  Bankruptcy  Code.  If  amounts  have been
contributed  to the Trust that have been  contributed  to assist a subsidiary of
SCANA in meeting  the  subsidiary's  deferred  compensation  obligations  to its
service  provider  Participants  under the Plan, all references to SCANA in this
Section 5.1 shall include such subsidiary.

         5.2 Payments During Insolvency.  At all times during the continuance of
this Trust,  the principal and income of the Trust shall be subject to claims of
general  creditors  of  SCANA  under  federal  and  state  law in the  event  of
Insolvency (as defined in Section 5.1) as set forth below.

         (a)      The Board of  Directors  and the Chief  Executive  Officer  of
                  SCANA  shall have the duty to inform the Trustee in writing of
                  the Insolvency of SCANA. If a person claiming to be a creditor
                  of SCANA  alleges  in writing  to the  Trustee  that SCANA has
                  become Insolvent, the Trustee shall determine whether SCANA is
                  Insolvent and, pending such  determination,  the Trustee shall
                  discontinue  payment of benefits to Plan Participants or their
                  beneficiaries.

         (b)      Unless the Trustee has actual  knowledge of the  Insolvency of
                  SCANA,  or has received notice from SCANA or a person claiming
                  to be a creditor alleging that SCANA is Insolvent, the Trustee
                  shall have no duty to inquire whether SCANA is Insolvent.  The
                  Trustee may in all events rely on such evidence concerning the
                  solvency of SCANA as may be  furnished to the Trustee and that
                  provides  the  Trustee  with a  reasonable  basis for making a
                  determination concerning the solvency of SCANA .

         (c)      If, at any time,  the  Trustee  has  determined  that SCANA is
                  Insolvent,  the  Trustee  shall  discontinue  payments to Plan
                  Participants or their  beneficiaries and shall hold the assets
                  of the Trust for the benefit of the general creditors of SCANA
                  . Nothing in this Trust shall in any way  diminish  any rights
                  of Plan  Participants or their  beneficiaries  to pursue their
                  rights as general  creditors of SCANA with respect to benefits
                  due under the Plan or otherwise.

         (d)      The  Trustee  shall  resume the  payment of  benefits  to Plan
                  Participants or their beneficiaries in accordance with Article
                  2 of this Trust only after the  Trustee  has  determined  that
                  SCANA is not Insolvent (or is no longer Insolvent).

         (e)      Provided  that there are  sufficient  assets,  if the  Trustee
                  discontinues  the  payment  of  benefits  from the  Trust  and
                  subsequently   resumes  such   payments,   the  first  payment
                  following  such  discontinuance  shall  include the  aggregate
                  amount  of all  payments  due to Plan  Participants  or  their
                  beneficiaries  under the  terms of the Plan for the  period of
                  such discontinuance, less the aggregate amount of any payments
                  made to Plan  Participants or their  beneficiaries by SCANA in
                  lieu of the payments  provided for  hereunder  during any such
                  period of discontinuance.

Article 6.  Resignation or Removal of Trustee

         6.1 Resignation of Trustee.  Prior to a Change in Control,  the Trustee
may  resign at any time by written  notice to SCANA,  which  shall be  effective
sixty (60)  calendar  days after  receipt of such  notice  unless  SCANA and the
Trustee agree otherwise.  Following a Change in Control,  the Trustee may resign
only after the appointment of a successor Trustee, and shall apply to a court of
competent  jurisdiction  for the  appointment  of a  successor  Trustee,  or for
instructions.

         6.2 Removal of Trustee.  Prior to a Change in Control,  the Trustee may
be removed by SCANA on sixty (60)  calendar  days notice or upon shorter  notice
accepted by the Trustee. Subsequent to a Change in Control, the Trustee may only
be removed by SCANA with the consent of all Participants  covered by the Plan at
such time.

         6.3  Appointment of Successor.  Subject to the  limitations of Sections
6.1 and 6.2 herein,  if the Trustee resigns or is removed,  a successor  Trustee
(which shall be a third party  unrelated to SCANA that may be granted  corporate
trustee powers under state law) shall be appointed by SCANA prior to a Change in
Control,  and by the Trustee  following  a Change in Control,  no later than the
effective date of  resignation or removal under Sections 6.1 and 6.2 herein.  If
no such appointment has been made by SCANA or the Trustee, the Trustee may apply
to a court of  competent  jurisdiction  for  appointment  of a successor  or for
instructions.  All  expenses of the Trustee in  connection  with the  proceeding
shall be allowed as administrative expenses of the Trust.

         6.4 Duties of  Predecessor  Trustee  and  Successor  Trustee.  Upon the
appointment  of a successor  Trustee,  the removed or  resigning  Trustee  shall
transfer  and  deliver  the  assets of the Trust  Fund to such  successor  after
reserving such reasonable  amounts as it shall deem necessary to provide for any
expenses, fees, or taxes then or thereafter chargeable against the Trust Fund. A
Trustee that resigns or is removed shall promptly furnish to the  Administration
Committee and the successor Trustee a final account of its administration of the
Trust.  A  successor  Trustee  shall  succeed  to the  right  and  title  of the
predecessor  Trustee in the assets of the Trust Fund and the predecessor Trustee
shall deliver the property  comprising  the Trust Fund to the successor  Trustee
together with any instruments of transfer,  conveyance,  assignment, and further
assurances as the  successor  Trustee may  reasonably  require.  Each  successor
Trustee shall have all the powers, rights, and duties conferred by this Trust as
if named the initial  Trustee.  Subject to applicable law, no successor  Trustee
shall be personally liable for any action or omission of a predecessor Trustee.

Article 7.  Amendment and Termination

         7.1      Amendment.

         (a)      Prior to a Change in Control, this Trust may be amended at any
                  time and for any reason by a written  instrument  executed  by
                  SCANA  and  agreed  to by  the  Trustee.  Notwithstanding  the
                  foregoing,  no such amendment shall conflict with the terms of
                  the Plan.

         (b)      Notwithstanding  the foregoing,  the duties and liabilities of
                  the Administration  Committee, the Notification Committee, the
                  Trustee,  and each Investment  Manager under this Trust cannot
                  be changed without their written consent.

         (c)      On and after a Change in Control, the Trust may not be amended
                  without the written consent of each of the  Participants  then
                  covered by the Plan.

         (d)      On and after a Change in Control,  no  additional  plan may be
                  covered by this Trust  without the written  consent of each of
                  the Participants  covered by the Plan immediately prior to the
                  Change in Control.

         (e)      This  Trust may not be  amended at any time so as to cause the
                  reduction or cessation of any rights to benefits a Participant
                  has  accrued  under  the  terms  of  the  Plan  as  in  effect
                  immediately prior to any such amendment.

         (f)      On and after a Change in Control, under no condition shall any
                  amendment  result in the return or  repayment to SCANA (or its
                  successors)  of any portion of the Trust  Fund,  or the income
                  therefrom, or result in the distribution of the Trust Fund for
                  any purposes  other than for the repayment of  obligations  of
                  SCANA  (or  its   successors)  to  it  general   creditors  in
                  accordance  with  Article 5 herein  and for  payments  made in
                  accordance with Section 2.4 and Section 2.6.

         7.2      Termination.

               (a)  The Trust shall not terminate,  and all the rights,  titles,
                    powers,  duties,  discretion,  and immunities  imposed on or
                    reserved to the  Trustee,  SCANA (and its  successors),  the
                    Administration  Committee, and any Investment Managers shall
                    continue  with  respect  to the  Trust,  until all  benefits
                    payable   to   Participants   under   the  Plan  (or   their
                    beneficiaries)   have  been  paid  in  accordance  with  the
                    applicable Plan and all assets have been  distributed by the
                    Trustee  and/or  by SCANA  under  the  Trust  and the  Plan.
                    Notwithstanding  any other  provisions  of this  Trust,  the
                    Trust shall terminate one day prior to the expiration of the
                    period of twenty-one  (21) years after the death of the last
                    to die of  directors  of SCANA who are  Participants  in the
                    Plan on the day and year first above written.

         (b)      Upon  termination of this Trust, the Trustee shall continue to
                  have  such  of  the  powers  provided  in  this  Trust  as are
                  necessary  or  desirable  for  the  orderly   liquidation  and
                  distribution  of the  Trust  Fund.  Upon  termination  of this
                  Trust,  any assets remaining in the Trust shall be returned to
                  SCANA.

Article 8.  Liability and Indemnification

         8.1 Liabilities  Mutually  Exclusive.  To the extent  permitted by law,
SCANA, the Trustee,  the Administration  Committee,  and each member thereof and
each Investment  Manager shall be responsible  only for its or their own acts or
omissions.

         8.2 Indemnification. SCANA hereby agrees to indemnify and hold harmless
the Trustee from and against any losses, damages, liabilities, claims, costs, or
expenses (including  reasonable  attorneys' fees) which the Trustee may incur by
reason of the  negligence or willful  misconduct of SCANA or the  Administration
Committee.  In making any  distributions  and taking any other action hereunder,
the  Trustee may rely upon and shall be fully  protected  in relying  upon,  any
notice, certificate, or other paper or written document provided by SCANA or the
Administration Committee and reasonably believed to be genuine.

         8.3 Trustee's Actions Conclusive.  Except as otherwise provided by law,
the Trustee's exercise or nonexercise of its powers and discretion in good faith
shall be  conclusive  on all  persons.  No one  shall be  obliged  to see to the
application  of any money paid or property  delivered to the Trustee,  except to
the extent such person is acting as an  Investment  Manager with respect to such
money  or  property.  The  certificate  of the  Trustee  that  it is  acting  in
accordance  with this Trust will fully  protect  all  persons  dealing  with the
Trustee. If there is a disagreement between the Trustee and anyone as to any act
or transaction reported in any accounting, the Trustee shall have the right to a
settlement of its account by any court of competent jurisdiction.

         8.4  Litigation.  Any final judgment that is not appealed or appealable
and which may be entered in any action or proceeding  regarding this Trust shall
be binding  and  conclusive  on the  parties  hereto and all  persons  having or
claiming to have an interest in the Trust.

Article 9.  Change in Control Definitions

         (a)      "Change  in  Control"  of SCANA  means a change in  control of
                  SCANA of a nature  that would be  required  to be  reported in
                  response  to  Item  6(e) of  Schedule  14A of  Regulation  14A
                  promulgated  under the  Securities  Exchange  Act of 1934,  as
                  amended ("Exchange Act"), whether or not SCANA is then subject
                  to  such  reporting   requirements;   provided  that,  without
                  limitation,  such a Change in Control  shall be deemed to have
                  occurred if:

                  (i)      Any  Person (as  defined  in  Section  3(a)(9) of the
                           Exchange  Act and used in  Sections  13(d)  and 14(d)
                           thereof,  including  a "group"  as defined in Section
                           13(d)) is or becomes the Beneficial  Owner,  directly
                           or  indirectly,  of twenty five percent (25%) or more
                           of the  combined  voting  power  of  the  outstanding
                           shares of capital stock of SCANA;

                    (ii) During  any  period of two (2)  consecutive  years (not
                         including  any  period  prior to the  execution  of the
                         Plan)  there  shall  cease to be a majority  of SCANA's
                         Board of Directors  comprised  as follows:  individuals
                         who at the beginning of such period constitute  SCANA's
                         Board  of  Directors  and  any  new  director(s)  whose
                         election by SCANA's  Board of Directors  or  nomination
                         for election by SCANA's  stockholders was approved by a
                         vote of at least two-thirds (2/3) of the directors then
                         still  in  office  who  either  were  directors  at the
                         beginning of the period or whose election or nomination
                         for election was previously so approved;

                  (iii)    The  issuance  of an  Order  by  the  Securities  and
                           Exchange  Commission (SEC),  under Section 9(a)(2) of
                           the Public  Utility  Holding  Company Act of 1935, as
                           amended (the "1935 Act"),  authorizing  a third party
                           to  acquire  five  percent  (5%) or  more of  SCANA's
                           voting shares of capital stock; or

                    (iv) The   shareholders   of  SCANA   approve  a  merger  or
                         consolidation  of  SCANA  with any  other  corporation,
                         other than a merger or consolidation which would result
                         in  the  voting   shares  of  capital  stock  of  SCANA
                         outstanding  immediately  prior  thereto  continuing to
                         represent (either by remaining  outstanding or by being
                         converted  into voting  shares of capital  stock of the
                         surviving  entity) at least eighty percent (80%) of the
                         combined  voting power of the voting  shares of capital
                         stock  of SCANA or such  surviving  entity  outstanding
                         immediately after such merger or consolidation;  or the
                         shareholders  of  SCANA  approve  a  plan  of  complete
                         liquidation  of SCANA or an  agreement  for the sale or
                         disposition  by  SCANA of all or  substantially  all of
                         SCANA's assets.

         (b)      "Potential  Change in Control" means and includes the event of
                  any one or more of the following occurrences:

                  (i)      SCANA enters into an agreement, the consummation of
                           which would  result in the occurrence of a Change in
                           Control of SCANA;

                  (ii)     Any person  including  SCANA  publicly  announces  an
                           intention to take or to consider taking actions which
                           if consummated,  would constitute a Change of Control
                           of SCANA;

                  (iii)    Any person,  other than a trustee or other  fiduciary
                           holding  securities under an employee benefit plan of
                           SCANA (or corporation owned,  directly or indirectly;
                           by the  stockholders  of SCANA in  substantially  the
                           same  proportions  as  their  ownership  of  stock of
                           SCANA),  becomes the beneficial  owner (as defined in
                           Rule 13d-3 of the General  Rules and  Regulations  of
                           the  Exchange  Act),   directly  or  indirectly,   of
                           securities of SCANA  representing  eight and one-half
                           percent  (8.5%) or more of the combined  voting power
                           of SCANA's then outstanding securities;

                  (iv)     The filing of an  application  by a third  party with
                           the SEC  under  Section  9(a)(2)  of the 1935 Act for
                           authorization  to acquire  shares as to hold,  own or
                           control, directly or indirectly, five percent (5%) or
                           more of the voting stock of SCANA; or

                  (v)      SCANA's Board of Directors adopts a resolution to the
                           effect that for  purposes of this Trust and  affected
                           benefit plans, a Potential Change in Control of SCANA
                           has occurred.

Article 10.  Miscellaneous

         10.1 Severability.  Any provision of this Trust prohibited by law shall
be ineffective to the extent of any such prohibition,  without  invalidating the
remaining provisions hereof.

         10.2  Governing  Law.  This Trust shall be governed by and construed in
accordance  with the laws of the  state of South  Carolina,  to the  extent  not
preempted by federal or foreign law.

         10.3  Evidence.  Evidence  required of anyone under this Trust shall be
signed,  made,  or  presented  by the  proper  party  or  parties  and may be by
certificate, affidavit, document, or other writing which the person acting on it
considers pertinent and reliable.

         10.4  Wavier of  Notice.  Any notice  required  under this Trust may be
waived by the person entitled to such notice.

         10.5 Counterparts.  This Trust and any amendment hereto may be executed
in two or more  counterparts,  any one of  which  will  be an  original  without
reference to the others.

         10.6 Gender and Number. Except when otherwise indicated by the context,
words  denoting the masculine  gender shall  include the feminine;  the singular
shall include the plural, and the plural shall include the singular.

         10.7  Scope of this  Trust.  The Plan and this Trust will be binding on
all persons entitled to benefits  hereunder and their respective heirs and legal
representatives,  and upon SCANA, the Administration Committee, the Trustee, and
any Investment Managers, and their successors and assigns.

         10.8 Statutory References. Any references in this Trust to a section of
the Internal  Revenue Code shall include any  comparable  section or sections of
any future legislation that amends, supplements, or supersedes that section.

         10.9  Merger of Trustee.  If the  Trustee at any time acting  hereunder
shall be merged or  consolidated  with, or shall sell or transfer  substantially
all of its assets and  business to another  corporation,  state or  federal,  or
shall be in any  manner  reorganized  or  reincorporated,  then the  corporation
resulting therefrom,  or the corporation to which such sale or transfer shall be
made, shall be deemed to be the Trustee then acting hereunder.

         10.10  Headings.  The heading  contained  herein are inserted only as a
matter of convenience and for reference and in no way define, limit, enlarge, or
described  the scope or intent  of the  Trust or  underlying  Plan and in no way
shall affect the Trust or underlying  Plan or the  construction of any provision
thereof.

Article 11.  Effective Date

         The effective date of this Trust is January 1, 2001.



<PAGE>


         IN WITNESS WHEREOF,  SCANA and the Trustee have caused this Trust to be
executed on their behalf and their  respective  seals to be hereunto affixed and
attested by their respective  officers thereunto duly authorized,  as of the day
and year first above written.



ATTEST:
                                                     SCANA Corporation

         [SEAL]



Secretary


                                                     Its (TITLE)


                                                     TRUSTEE

         [SEAL]



Secretary


                                                     Its (TITLE)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>19
<FILENAME>0019.txt
<DESCRIPTION>COMPUTATION OF RATIOS
<TEXT>




<TABLE>
<CAPTION>
                                                                                                                 Exhibit 12.01

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

            YEARS    ENDED DECEMBER 31, 1999,  1998,  1997, 1996 AND 1995 TWELVE
                     MONTHS ENDED SEPTEMBER 30, 2000
                              (Dollars in Millions)



                                         Twelve Months Ended
                                            September 30,                 Years Ended December 31,
                                               2000                  1999        1998       1997       1996       1995

Earnings:
<S>                                            <C>                   <C>         <C>        <C>        <C>        <C>
  Net Income (before Pref. Dividends)          $249.4                $186.4      $230.9     $230.0     $220.7     $174.0
  Add:  Provisions for Income Taxes             158.4                 111.3       131.1      113.6      119.1       99.1
        Fixed Charges (per below)               212.9                 150.6       135.4      130.3      130.5      136.3

Total Earnings (as defined by Reg. S-K)        $620.7                $448.3      $497.4     $473.9     $470.3     $409.4

Fixed Charges:
  Interest on Long-Term Debt                   $181.0                $129.2      $118.1     $113.6     $112.3     $113.9
  Other Interest Expense                         23.0                  13.8        10.0       11.7       13.3       17.1
  Amort. of Debt Disc. & Exp., Net                4.0                   3.0         2.7        2.6        2.6        2.5
  Rentals Interest Portion                        1.1                   0.8         0.8        1.7        2.3        2.8

  Trust Preferred                                 3.8                   3.8         3.8        0.7         -          -


Total Fixed Charges (as defined by Reg. S-K)   $212.9                $150.6      $135.4     $130.3     $130.5     $136.3

Coverage Ratio (Earnings/Fixed Charges)          2.92                  2.98        3.67       3.64       3.60       3.00

</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>20
<FILENAME>0020.txt
<DESCRIPTION>D&T OPINION
<TEXT>

                                  Exhibit 23.01

INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this  Registration  Statement of
SCANA  Corporation on Form S-3 of our report dated February 10, 2000,  appearing
in the  Annual  Report  on Form  10-K of SCANA  Corporation  for the year  ended
December 31, 1999 and to the reference to us under the heading  "Experts" in the
Prospectus, which is part of this Registration Statement.



s/Deloitte & Touche LLP
Columbia, South Carolina
November 14, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>21
<FILENAME>0021.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>

                                                                  Exhibit 24.01

                                POWER OF ATTORNEY

     Each of the undersigned  directors of SCANA  Corporation  (the  "Company"),
hereby appoint W. B. Timmerman and K. B, Marsh, and each of them severally,  his
or her true and lawful  attorney  or  attorney's,  with the power to act with or
without the other, and with full power of substitution and  re-substitution,  to
execute in his or her name,  place and stead in his or her  capacity as director
of the Company and to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, a registration statement on Form S-3 and any
and all  amendments  thereto  with  respect  to the  issuance  and sale of up to
$300,000,000 of the Company's medium term notes.



Dated:   September 1, 2000
         Columbia, South Carolina


s/B. L. Amick                       s/W. H. Hipp
B. L. Amick                         W. H. Hipp
Director                            Director


s/J. A. Bennett                     s/L. M. Miller
J. A. Bennett                       L. M. Miller
Director                            Director


s/W. B. Bookhart, Jr.               s/M. K. Sloan
W. B. Bookhart, Jr.                 M. K. Sloan
Director                            Director


s/W. C. Burkhardt                   s/H. C. Stowe
W. C. Burkhardt                     H. C. Stowe
Director                            Director


s/H. M. Chapman                     s/W. B. Timmerman
H. M. Chapman                       W. B. Timmerman
Director                            Director


s/E. T. Freeman                     s/G. S. York
E. T. Freeman                       G. S. York
Director                            Director


s/L. M. Gressette, Jr.              s/C. E. Zeigler, Jr.
L. M. Gressette, Jr.                C. E. Zeigler, Jr.
Director                            Director


s/D. M. Hagood
D. M. Hagood
Director

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>22
<FILENAME>0022.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY
<TEXT>












                                                                 Exhibit 25.01



========================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                              13-5160382
(State of incorporation                               (I.R.S. employer
if not a U.S. national bank)                          identification no.)

One Wall Street, New York, N.Y.                       10286
(Address of principal executive offices)              (Zip code)



                                SCANA CORPORATION
               (Exact name of obligor as specified in its charter)


South Carolina                                 57-0784499
(State or other jurisdiction of                (I.R.S. employer
incorporation or organization)                 identification no.)


1426 Main Street
Columbia, South Carolina 29201
(Address of principal executive offices)       (Zip code)

                                              ------

                                Medium Term Notes
                       (Title of the indenture securities)

========================================================================

<PAGE>


1. General information. Furnish the following information as to the Trustee:

        (a) Name and address of each examining or supervising authority to which
it is subject.

--------------------------------------------------------------------------------
                  Name                                        Address
--------------------------------------------------------------------------------

        Superintendent of Banks of the State of
        2 Rector Street, New York,  New York
        N.Y.  10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York      33 Liberty Plaza, New York,
                                              N.Y.  10045

        Federal Deposit Insurance Corporation Washington, D.C.  20429

        New York Clearing House Association   New York, New York   10005

        (b) Whether it is authorized to exercise corporate trust powers.

        Yes.

2.      Affiliations with Obligor.

        If the  obligor  is an  affiliate  of the  trustee,  describe  each such
affiliation.

        None.

16.     List of Exhibits.

        Exhibits  identified in parentheses  below, on file with the Commission,
        are incorporated  herein by reference as an exhibit hereto,  pursuant to
        Rule  7a-29  under the Trust  Indenture  Act of 1939 (the  "Act") and 17
        C.F.R. 229.10(d).

        1.     A copy of the  Organization  Certificate  of The Bank of New York
               (formerly Irving Trust Company) as now in effect,  which contains
               the  authority  to  commence  business  and a grant of  powers to
               exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
               Form T-1 filed with Registration Statement No. 33-6215,  Exhibits
               1a and 1b to Form  T-1  filed  with  Registration  Statement  No.
               33-21672  and  Exhibit  1 to Form  T-1  filed  with  Registration
               Statement No. 33-29637.)

        4.     A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
               T-1 filed with Registration Statement No. 33-31019.)

        6.     The consent of the Trustee required by Section 321(b) of the Act.
               (Exhibit 6 to Form T-1 filed with Registration Statement No.
               33-44051.)

        7.     A copy of the latest report of condition of the Trustee published
               pursuant  to law or to the  requirements  of its  supervising  or
               examining authority.



<PAGE>




                                    SIGNATURE



        Pursuant to the  requirements  of the Act, the Trustee,  The Bank of New
York, a corporation  organized  and existing  under the laws of the State of New
York,  has duly caused this  statement of eligibility to be signed on its behalf
by the undersigned,  thereunto duly authorized, all in The City of New York, and
State of New York, on the 8th day of November, 2000.


                                    THE BANK OF NEW YORK



                                    By:       /s/  STEPHEN J. GIURLANDO
                                        Name:    STEPHEN J. GIURLANDO
                                        Title:       VICE PRESIDENT



</TEXT>
</DOCUMENT>
</SUBMISSION>
