-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BvXEswUhOIOmdeRSyhoVT7rMoXcnIzaMtwboXmrikRwsN6HH7HxosKiab1cLUMnT pDmFk1pis1jFtjKUJrjmJQ== 0000091882-99-000019.txt : 19990903 0000091882-99-000019.hdr.sgml : 19990903 ACCESSION NUMBER: 0000091882-99-000019 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 22 FILED AS OF DATE: 19990902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH CAROLINA ELECTRIC & GAS CO CENTRAL INDEX KEY: 0000091882 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 570248695 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-86387 FILM NUMBER: 99704903 BUSINESS ADDRESS: STREET 1: 1426 MAIN ST CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8032179000 MAIL ADDRESS: STREET 1: 1426 MAIN ST CITY: COLUMBIA STATE: SC ZIP: 29201 S-3 1 FIRST MORTGAGE BONDS Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 SOUTH CAROLINA ELECTRIC & GAS COMPANY (Exact name of registrant as specified in its charter) South Carolina 57-0248695 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) 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, II 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, SC 29201 New York, NY 10019 (803) 799-9800 (212) 603-2000 Approximate date of commencement of proposed sale to the public: After the effective date of the 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 Proposed Proposed Amount Title of maximum maximum of each class of offering price aggregate registration securities to be Amount to per unit* offering price* fee registered be registered First Mortgage Bonds $300,000,000 100% $300,000,000 $83,400 * Determined solely for the purpose of calculating the registration fee. 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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 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 ____________ ___, 1999. PROSPECTUS $300,000,000 SOUTH CAROLINA ELECTRIC & GAS COMPANY 1426 Main Street Columbia, South Carolina 29201 (803) 217-9000 Internet Address: http://www.scana.com First Mortgage Bonds South Carolina Electric & Gas Company may offer and sell from time to time up to $300,000,000 aggregate principal amount of its New Bonds. SCE&G may sell the New Bonds in one or more series (1) through underwriters or dealers, (2) directly to a limited number of institutional purchasers or (3) through agents. See "PLAN OF DISTRIBUTION." We will provide the specific terms of these securities in supplements to this prospectus. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. You should read this prospectus and the prospectus supplement before you invest. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is ___________ ___, 1999. 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 process, we may sell any or all of the New Bonds described in this prospectus in one or more offerings up to a total dollar amount of $300,000,000. This prospectus provides you with a general description of the New Bonds. Each time we sell New Bonds, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and the relevant prospectus supplement, together with the additional information described under the heading "WHERE YOU CAN FIND MORE INFORMATION." We believe we have included all information material to investors but certain details that may be important for specific investment objectives have not been included. To see more detail, you should read the exhibits filed with the registration statement. 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 web site 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 preferred stock which is listed on the New York Stock Exchange, you may also read our 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 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 this information. We incorporate by reference our Annual Report on Form 10-K, as amended, for the year ended December 31, 1998, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, a Current Report on Form 8-K dated February 16, 1999, and any future filing made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until we sell all of the New Bonds. 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 South Carolina Electric & Gas Company Columbia, South Carolina 29218 (803) 217-9240 You may obtain more information by contacting the Internet website of SCE&G's parent company, SCANA Corporation, at http://www.scana.com. You should rely on the information we incorporate by reference or provide in this prospectus or any prospectus 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 prospectus supplement is accurate as of any date other than the date on the front of those documents. SOUTH CAROLINA ELECTRIC & GAS COMPANY SCE&G is a wholly-owned subsidiary of SCANA Corporation and is a regulated public utility which generates, transmits, distributes and sells electricity, and purchases and sells natural gas at retail, in South Carolina. SCE&G also operates an urban bus service in Columbia, South Carolina. The SCE&G electric service area covers over 15,000 square miles and extends into 24 counties in central, southern and southwestern portions of South Carolina. The service area for natural gas encompasses all or part of 31 of the 46 counties in South Carolina. The total population of SCE&G's combined electric and gas service area is approximately 2.3 million. SCE&G has its principal executive offices at 1426 Main Street, Columbia, South Carolina 29201, telephone number (803) 217-9000. RATIO OF EARNINGS TO FIXED CHARGES SCE&G's historical ratios of earnings to fixed charges are as follows: Twelve Months Year Ended December 31, Ended June 30, 1999 1998 1997 1996 1995 1994 - ------------------- ---- ---- ---- ---- ---- 4.07 4.52 3.85 3.80 3.41 3.46 For purposes of this ratio, earnings represent net income plus income taxes and fixed charges. Fixed charges represent interest charges and the estimated interest portion of annual rentals. USE OF PROCEEDS SCE&G will use the proceeds from the sale of the New Bonds to finance its construction program and to reduce short-term indebtedness incurred for such purpose, to refinance senior securities and for other general corporate purposes. DESCRIPTION OF THE NEW BONDS General SCE&G will issue the New Bonds in one or more series under an Indenture, dated as of April 1, 1993, between SCE&G and The Bank of New York, successor to NationsBank of Georgia, National Association, as trustee (the "Trustee"), as supplemented (the "Mortgage"). The New Bonds and all other debt securities issued and outstanding under the Mortgage are referred to in this prospectus as the "Bonds." Capitalized terms used under this heading which are not otherwise defined in this prospectus have the meanings given those terms in the Mortgage. The summaries under this heading are not detailed. Whenever particular provisions of the Mortgage or terms defined in the Mortgage are referred to, those statements are qualified by reference to the Mortgage. References to article and section numbers under this heading, unless otherwise indicated, are references to article and section numbers of the Mortgage. A copy of the Mortgage is included as an exhibit to the registration statement of which this prospectus is a part. Each prospectus supplement which accompanies this prospectus will set forth the following information to describe the series of New Bonds related to that prospectus supplement, unless the information is the same as the information included under the captions "Payment of New Bonds; Transfers; Exchanges" and "Redemption" in this prospectus: o the title of the series of New Bonds; o any limit upon the aggregate principal amount of the series of New Bonds; o the date or dates on which the principal of the series of New Bonds will be payable; o the rate or rates at which the series of New Bonds will bear interest, if any (or the method of calculating the rate); the date or dates from which the interest will accrue; the dates on which the interest will be payable ("Interest Payment Dates"); the record dates for the interest payable on the Interest Payment Dates; o any option of SCE&G to redeem the series of New Bonds and redemption terms and conditions; o any obligation of SCE&G to redeem or purchase the series of New Bonds 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 series of New Bonds; o whether the series of New Bonds are subject to a book-entry system of transfers and payments; and o any other particular terms of the series of New Bonds and of their offering. Payment of New Bonds; Transfers; Exchanges We will pay any interest which is due on each New Bond to the person in whose name that New Bond is registered as of the close of business on the record date relating to the Interest Payment Date. However, we will pay interest which is payable when the New Bonds mature (whether the New Bonds mature on their stated date of maturity, the date the New Bonds are redeemed or otherwise) to the person to whom the relevant principal payment on the New Bonds is paid. We will pay principal of, any premium and interest on, the New Bonds at the office or agency of SCE&G in Atlanta, Georgia (currently, the Trustee). The prospectus supplement identifies any other place of payment and any other paying agent. SCE&G may change the place at which the New Bonds will be payable, may appoint one or more additional paying agents (including SCE&G) and may remove any paying agent, all at its discretion. (Section 702) You may transfer or exchange the New Bonds for other New Bonds of the same series, authorized denominations (which are, unless otherwise stated in the prospectus supplement, denominations of $1,000 and any integral multiple thereof) and of like tenor and aggregate principal amount, at the office or agency of SCE&G in Atlanta, Georgia (currently, the Trustee). At our discretion, we may change the place for registration and transfer of the New Bonds, and we may appoint one or more additional Security Registrars (including SCE&G) and remove any Security Registrar. The prospectus supplement will identify any additional place for registration of transfer and any additional Security Registrar. You are not responsible for paying a service charge for any transfer or exchange of the New Bonds, but you may have to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of the New Bonds. (Sections 202 and 205) For additional information with respect to the rights of the owners of beneficial interests in New Bonds subject to a book-entry system of transfers and payments, see "BOOK-ENTRY SYSTEM." Redemption The New Bonds are subject to redemption, as set forth in the relevant prospectus supplement, only upon notice by mail not less than 30 days prior to the redemption date. If less than all the New Bonds of a series are to be redeemed, the particular New Bonds to be redeemed will be selected by that method as shall be provided for any particular series, or in the absence of any such provision, by any method as the Security Registrar deems fair and appropriate. (Sections 903 and 904) We may make any redemption conditional upon receipt by the Trustee, on or prior to the date fixed for redemption, of money sufficient to pay the redemption price. If the Trustee has not received that money, we will not be required to redeem those New Bonds. (Section 904) Security General. The New Bonds will be equally and ratably secured with all other Bonds issued under the Mortgage. The Bonds are secured by: o a like principal amount of non-interest bearing first mortgage bonds (the "Class A Bonds" as more particularly described below), and o the lien of the Mortgage on substantially all of the properties of SCE&G used in the generation, purchase, transmission, distribution and sale of electricity and any other property which SCE&G may elect to subject to the lien of the Mortgage on the Mortgaged Property. The lien of the Mortgage is junior to the lien of SCE&G's Indenture, dated as of January 1, 1945 (the "Class A Mortgage") to The Chase Manhattan Bank, successor to Central Hanover Bank and Trust Company, as trustee (the "Class A Trustee"). If SCE&G merges or is consolidated into another corporation and certain conditions set forth in the Mortgage are satisfied, then SCE&G may deliver to the Trustee bonds issued under an existing mortgage on the properties of such other corporation in lieu of or in addition to Class A Bonds. In that event, the Bonds will be secured, additionally, by such bonds (which would become Class A Bonds) and by the lien of the Mortgage on the properties of such other corporation, subject to such existing mortgage, which lien would be junior to the liens of such existing mortgage (which would become a Class A Mortgage) and the Class A Mortgage. (Section 1206) When no Class A Bonds are outstanding under a Class A Mortgage except for Class A Bonds held by the Trustee, then, subject to the satisfaction of certain conditions, the Trustee will surrender those Class A Bonds for cancellation and the related Class A Mortgage will be satisfied and discharged. In that event, the lien of such Class A Mortgage on SCE&G's property will cease to exist and the Mortgage will constitute, subject to certain exceptions, a first mortgage lien on the property mortgaged thereby. (Section 1207) Class A Bonds. The Class A Bonds are issued under the Class A Mortgage, and delivered to the Trustee under the Mortgage. The Class A Bonds will be registered in the name of the Trustee and will be owned and held, subject to the provisions of the Mortgage, for the benefit of the holders of all of the Bonds Outstanding from time to time. SCE&G will have no interest in the Class A Bonds designated as the basis for authentication and delivery of Bonds. (Section 1201) The Trustee may not transfer any Class A Bonds which have been designated as the basis for the authentication and delivery of Bonds, except to a successor trustee. At the time any Bonds which have been authenticated and delivered upon the basis of Class A Bonds are no longer Outstanding, SCE&G may request the Trustee to surrender for cancellation an equal principal amount of such Class A Bonds. (Sections 1203 and 1204) Lien of the Mortgage. The properties subject to the lien of the Mortgage are also subject to the prior first mortgage lien of the Class A Mortgage. As discussed under the heading "The Class A Mortgage--Security," the lien of the Class A Mortgage is a first mortgage lien, subject to certain exceptions, against the properties subject thereto. Until the Class A Mortgage is discharged, the Bonds have the benefit of the lien of the Class A Mortgage on the property mortgaged thereby, to the extent of the aggregate principal amount of Class A Bonds designated as the basis for the authentication and delivery of Bonds held by the Trustee. (Granting Clauses and Article Twelve) The lien of the Mortgage is also subject to liens on after-acquired property existing at the time of acquisition and to various liens, including: o tax liens, mechanics', materialmen's and similar liens and certain employees' liens, in each case, which are not delinquent and which are being contested, o certain judgment liens, easements, reservations and rights of others (including governmental entities) in, and defects of title to, the property subject to the lien of the Mortgage which do not materially impair its use by SCE&G, o certain leases, and o certain other liens and encumbrances. (Granting Clauses and Section 101) The following, among other things, are excepted from the lien of the Mortgage: o cash and securities not held under the Mortgage, o contracts, leases and other agreements, bills, notes and other instruments, receivables, claims, certain intellectual property rights and other general intangibles, o automotive and similar vehicles, movable equipment, and railroad, marine and flight equipment, o all goods, stock in trade, wares and merchandise held for sale in the ordinary course of business, o fuel (including nuclear fuel assemblies), materials, supplies and other personal property consumable in the operation of SCE&G's business, o portable equipment, o furniture and furnishings, and computers, machinery and equipment used exclusively for corporate administrative or clerical purposes, o electric energy, gas and other products generated, produced or purchased, o substances mined, extracted or otherwise separated from the land and all rights thereto, leasehold interests, and, o with certain exceptions, all property which is located outside of the State of South Carolina or Columbia County, Georgia. (Granting Clauses) The Mortgage contains provisions subjecting (with certain exceptions and limitations and subject to the prior lien of the Class A Mortgage) after-acquired electric utility property to the lien of the Mortgage. (Granting Clauses) The Mortgage provides that the Trustee has a lien upon the property subject to the lien of the Mortgage, for the payment of its compensation and expenses. This Trustee's lien is prior to the lien on behalf of the holders of the Bonds. (Section 1607) Issuance of Bonds The maximum principal amount of Bonds which SCE&G may issue under the Mortgage is unlimited. (Section 201) SCE&G may issue Bonds of any series from time to time on the basis of, and in an aggregate principal amount not exceeding o the aggregate principal amount of Class A Bonds issued and delivered to the Trustee and designated by SCE&G as the basis for such issuance, o 70% of the amount of Unfunded Net Property Additions (generally defined as Property Additions (net of retirements) which are not subject to the lien of the Class A Mortgage and which have not been made or deemed to have been made the basis of the authentication and delivery of Bonds or used for other purposes under the Mortgage), o the aggregate principal amount of retired Bonds, and o cash deposited with the Trustee. (Sections 101 and 302 and Articles Four, Five and Six) Property Additions are generally defined to include any Property subject to the lien of the Mortgage which SCE&G may elect to designate as such, except (with certain exceptions) goodwill, going concern value rights, intangible property or any property the cost of acquisition or construction of which is properly chargeable to an operating expense account of SCE&G. (Section 104) Since the Mortgaged Property is subject to the lien of the Class A Mortgage, the New Bonds are issued on the basis of Class A Bonds. The amount of Bonds SCE&G may issue on that basis will be limited by the amount of Class A Bonds which may be issued under the Class A Mortgage. See "The Class A Mortgage - - Issuance of Additional Bonds." With certain exceptions in the case of Bonds issued on the basis of Class A Bonds and retired Bonds as described above, we can issue Bonds only if the Adjusted Net Earnings of SCE&G for 12 consecutive months within the preceding 18 months is at least twice the Annual Interest Requirements on: o all Bonds at the time outstanding, o the Bonds then applied for, and o all outstanding Class A Bonds other than Class A Bonds held by the Trustee under the Mortgage. (Sections 103, 301, 302 and 501) Release of Property SCE&G may obtain the release of property from the lien of the Mortgage either upon the basis of an equal amount of Unfunded Net Property Additions or upon the basis of the deposit of cash or a credit for Retired Securities and certain other obligations. SCE&G may also obtain the release of property upon the basis of the release of the property from the lien of the Class A Mortgage. (Article Ten) Withdrawal of Cash SCE&G may withdraw cash deposited as the basis for the issuance of Bonds and cash representing payments in respect of Class A Bonds designated as the basis for the issuance of Bonds upon the basis of (1) Unfunded Net Property Additions in an amount equal to ten-sevenths of such cash, (2) an equal amount of Retired Bonds or (3) an equal amount of Class A Bonds not then designated as the basis for the issuance of Bonds or the withdrawal of cash. (Sections 601 and 1202) In addition, SCE&G may withdraw cash upon the basis of (a) an equal amount of Unfunded Net Property Additions, or (b) ten-sevenths of the amount of Retired Securities, or may apply such cash to (y) the purchase of Bonds (at prices not exceeding ten-sevenths of the principal amount thereof) or (z) the redemption or payment at stated maturity of Bonds. (Sections 601 and 1005) Modification of Mortgage Except for modifications which will not have a material adverse effect upon the interests of the Holders of the Bonds, the holders of a majority in aggregate principal amount of the Outstanding Bonds (or if only certain series would be affected, the Outstanding Bonds of that series) must consent to amend the Mortgage. However, no amendment may, without the consent of the holder of each Outstanding Bond directly affected by the amendment, (1) change the Stated Maturity of the principal of or interest on that Bond, or reduce the principal amount, or the rate of interest on that Bond, or (2) permit the creation of a lien prior to the lien of the Mortgage on substantially all of the Mortgaged Property or otherwise deprive those holders of the security of the lien of the Mortgage. (Section 1702) Events of Default Each of the following events is an Event of Default under the Mortgage: o SCE&G fails to make payments of principal or premium within three days, or interest within 60 days, after the due date, o SCE&G fails to perform or breaches any other covenant or warranty for a period of 90 days after notice, o SCE&G files for bankruptcy or certain other events involving insolvency, receivership or bankruptcy occur, and o SCE&G defaults under any Class A Mortgage. (Section 1101) If an Event of Default occurs and is continuing, either the Trustee or the Holders of 25% in principal amount of the Outstanding Bonds may declare the principal amount of all of the Outstanding Bonds to be immediately due and payable. After the declaration of maturity has been made, but before the sale of any of the Mortgaged Property and before the Trustee has obtained a judgment or decree for payment of money, the Event of Default giving rise to such declaration of acceleration will be waived, and such declaration and its consequences will be rescinded and annulled, if SCE&G cures such Event of Default. (Sections 1102 and 1117) The Holders of a majority in principal amount of the Outstanding Bonds may direct the time, method and place of conducting any proceeding for the enforcement of the Mortgage available to the Trustee or exercising any trust or power conferred on the Trustee. No Holder of any Bond has the right to institute any proceeding with respect to the Mortgage, or for the appointment of a receiver or for any other remedy thereunder, unless o that Holder previously gave written notice of an Event of Default to the Trustee, o the Holders of a majority in principal amount of Outstanding Bonds tendered to the Trustee reasonable indemnity against costs and liabilities and requested that the Trustee take action, o the Trustee declined to take action, and o the Holders of a majority in principal amount of Outstanding Bonds have given no inconsistent direction; provided, however, that each Holder of a Bond has the right to enforce payment of that Bond when due. (Sections 1111, 1112 and 1116) In addition to the rights and remedies provided in the Mortgage, the Trustee may exercise any right or remedy available to the Trustee in its capacity as the owner and holder of Class A Bonds which arises as a result of a default under the Class A Mortgage. (Section 1119) Evidence of Compliance The Trust Indenture Act requires that SCE&G give the Trustee, at least annually, a brief statement as to SCE&G's compliance with the conditions and covenants under the Mortgage. (Article Eight) The Class A Mortgage General. Capitalized terms used under this sub-heading which are not otherwise defined in this prospectus have the meanings ascribed to those terms in the Class A Mortgage. The summaries under this sub-heading are not detailed. Whenever particular provisions of the Class A Mortgage or terms defined in the Class A Mortgage are referred to in this section, those provisions or definitions are qualified by reference to the Class A Mortgage. References to article and section numbers in this sub-heading, unless otherwise indicated, are references to article and section numbers of the Class A Mortgage. A copy of the Class A Mortgage is included as an exhibit to the registration statement of which this prospectus is a part. Security. The Class A Bonds are secured, equally and ratably with all other bonds issued and outstanding under the Class A Mortgage, by a direct lien on substantially all of SCE&G's fixed property and franchises used or useful in its public utility businesses (except cash, securities, contracts and accounts receivable, materials and supplies, natural gas, oil, certain minerals and mineral rights and certain other assets) now owned by SCE&G. The lien of the Class A Mortgage is a first lien except that it is subject to (1) certain excepted encumbrances and (2) the fact that titles to certain properties are subject to reservations and encumbrances such as are customarily encountered in the public utility business and which do not materially interfere with their use. The Class A Mortgage contains provisions for the subjection (with certain exceptions and limitations) of after-acquired property of SCE&G to the lien thereof. (Granting Clauses) The Class A Mortgage prohibits SCE&G from acquiring property subject to prior liens if, following the acquisition, prior lien bonds would exceed 15% of the aggregate of outstanding bonds unless the principal amount of indebtedness secured by such prior liens does not exceed 70% of the cost of such property to SCE&G and unless, in certain cases, the net earnings of such property meet certain tests. (Section 7.05 and Fifty-third Supplemental Section 2.02) The Class A Trustee has a lien upon the property subject to the lien of the Class A Mortgage for payment of its reasonable compensation and expenses and for indemnification against certain liabilities. This lien is prior to the lien on behalf of the holders of bonds. (Section 16.10) Issuance of Additional Bonds. The principal amount of bonds which may be secured by the Class A Mortgage is limited to $5,000,000,000 but may be increased by a supplemental indenture or indentures without the consent of bondholders or stockholders. (Section 2.01 and Fifty-third Supplemental Section 1.04) Additional bonds may from time to time be issued on the basis of o 70% of unfunded net property additions, o deposit of cash or o retirement of bonds. With certain exceptions in the case of bonds issued on the basis of the retirement of bonds, we can issue bonds only if net earnings for 12 consecutive months out of the preceding 15 months are at least twice the annual interest requirements on all bonds to be outstanding and all prior lien bonds. SCE&G may withdraw, or apply to the purchase or redemption of bonds, cash deposited with the Class A Trustee as the basis for the issuance of bonds in an amount equal to the principal amount of bonds which SCE&G is then entitled to have authenticated and delivered. (Section 1.03 and Articles IV, V and VI) At June 30, 1999 unfunded net property additions were approximately $507.5 million, sufficient to permit the issuance of approximately $355.3 million principal amount of bonds under the Class A Mortgage. Retirement credits in the amount of $81.8 million were available at June 30, 1999. Sinking Fund. The Class A Mortgage requires SCE&G to deposit, on or before June 1 in each year, with the Class A Trustee as a "sinking fund requirement" an amount equal to 1% of the aggregate principal amount of bonds (other than bonds authenticated on the basis of retirements of other bonds and certain retired bonds). SCE&G may pay the sinking fund requirement in cash or bonds. In addition, we may satisfy a portion of the sinking fund requirement by certifying to the Class A Trustee unfunded net property additions in an amount equal to ten-sevenths of the portion of the sinking fund requirement being satisfied. Any cash deposited may be applied to the purchase or redemption of bonds of any series or may be withdrawn by SCE&G against deposit of bonds. (Section 2.12, Second Supplemental Section 2, Third through Fifth, Seventh through Eleventh, Thirteenth through Fifty-third Supplementals, Section 1.03 and Sixth and Twelfth Supplementals Section 2.03) Events of Default; Concerning the Trustee. The following are defaults under the Class A Mortgage: o SCE&G fails to make payments of principal or interest, o SCE&G fails to make any sinking fund or purchase fund payment, o SCE&G files for bankruptcy or certain other events involving insolvency, receivership or bankruptcy occur, and o SCE&G fails 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 11.01) The Trust Indenture Act requires SCE&G to furnish the Class A Trustee with periodic evidence as to the absence of defaults and as to compliance with the terms of the Class A Mortgage. Upon the occurrence of a default under the Class A Mortgage, either the Class A Trustee or the holders of not less than 20% in principal amount of outstanding bonds may declare the principal of all outstanding bonds immediately due and payable. However, if the default is cured, the holders of a majority in principal amount of outstanding bonds may rescind that declaration and waive the default and its consequences. (Section 11.05) The holders of a majority in principal amount of outstanding bonds may direct the time, method and place of conducting any proceeding for the enforcement of the Class A Mortgage. (Section 11.12) No holder of any bond has the right to institute any proceeding with respect to the Class A Mortgage unless o the holder previously gave written notice of a default to the Class A Trustee, o the holders of not less than 20% in principal amount of outstanding bonds tendered to the Class A Trustee reasonable indemnity against costs and liabilities and requested the Class A Trustee to take action, o the Class A Trustee declined to take action, and o the holders of a majority in principal amount of outstanding bonds have given no inconsistent direction; provided, however, that each holder of a bond shall have the right to enforce payment of that Bond when due. (Section 11.14) Miscellaneous. Subject to certain exceptions and limitations contained in the Class A Mortgage, property subject to the lien of that mortgage may be released only upon the substitution of cash, divisional bonds, bonds authenticated under the Class A Mortgage or certain other property. (Article X) Amendments of the Class A Mortgage require the consent of the holders of 66 2/3% in principal amount of outstanding bonds; provided, the bondholders shall have no power o to extend the maturity, or reduce the rate or extend the time of payment of interest on any bonds, or reduce the principal amount of any bonds, or change provisions relating to the sinking fund or the redemption provisions of any series of bonds outstanding under the Class A Mortgage, without the express consent of the holder of each bond which would be affected, o to reduce the percentages of holders whose consent is required to enter into any supplemental indenture, without the consent of the holders of all bonds outstanding, o to permit the creation by SCE&G of any mortgage or pledge or lien in the nature thereof, ranking prior to or equal with the lien of the Class A Mortgage on any of the mortgaged property, or o to deprive the holder of any bond outstanding under the Class A Mortgage of the lien of the Class A Mortgage. (Fifty-third Supplemental Section 2.01) Amendment of the Class A Mortgage by Vote of Trustee The Mortgage provides that, if SCE&G requests the holders of the Class A Bonds to eliminate the sinking provisions of the Mortgage, the Trustee, as such a holder, will vote to amend the Class A Mortgage to eliminate the sinking provisions accordingly. The Company intends to request the Trustee to do so at such time as the Trustee is the sole holder of the Class A Bonds. (Article Two, Fifty-third Supplemental) With respect to any other amendments to the Class A Mortgage, the Trustee will vote proportionately with what it reasonably believes will be the vote of the holders of all other Class A Bonds. However, if the proposed amendment of the Mortgage is an amendment or modification described under "Modification of Mortgage" that requires the prior consent of a majority in aggregate principal amount of the Outstanding Bonds (or if only certain series would be affected, the Outstanding Bonds of such series), then the Trustee will not vote in favor of that amendment unless the consent requirement has already been met. (Article Twelve) BOOK-ENTRY SYSTEM If provided in the prospectus supplement, except under the circumstances described below, SCE&G will issue the New Bonds as one or more global Bonds (each a "Global Bond"), each of which will represent beneficial interests in the New Bonds. Each such beneficial interest in a Global Bond is called a "Book-Entry Bond" in this prospectus. We will deposit those Global Bonds with, or on behalf of, The Depository Trust Company, New York, New York, or another depository as we may subsequently designate (the "Depository") relating to the New Bonds, 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 Bond, the Depository or its nominee, as the case may be, will be considered the owner of that Global Bond for all purposes under the Mortgage. We will make payments of principal of, any premium and interest on the Global Bond to the Depository or its nominee, as the case may be, as the registered owner of that Global Bond. Except as set forth below, owners of a beneficial interest in a Global Bond will not be entitled to have any individual New Bonds registered in their names, will not receive or be entitled to receive physical delivery of any New Bonds and will not be considered the owners of New Bonds under the Mortgage. Accordingly, to exercise any of the rights of the registered owners of the New Bonds, each person holding a beneficial interest in a Global Bond 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. The following information concerning DTC and DTC's book-entry system has been obtained from sources that SCE&G believes to be reliable, but neither SCE&G nor any underwriter, dealer or agent takes any responsibility for the accuracy of that information. DTC will act as securities depository for the Global Bonds. The Global Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully-registered New Bond certificate will be issued for each issue of the New Bonds, 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. 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 SEC. Purchases of the New Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the New Bonds on DTC's records. The ownership interest of each actual purchaser of each New Bond ("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 New Bonds 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 New Bonds, except in the event that use of the book-entry system for the New Bonds is discontinued. To facilitate subsequent transfers, all New Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of New Bonds 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 New Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such New Bonds 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. 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. Redemption notices shall be sent to DTC. If less than all of the New Bonds 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. will consent or vote with respect to the New Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to SCE&G 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 New Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the New Bonds 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 from SCE&G or the Trustee 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, the Trustee or SCE&G, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. is the responsibility of SCE&G or 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 of any option to elect to have its Book-Entry Bonds repaid by SCE&G, through its Participant, to the Trustee and shall effect delivery of such Book-Entry Bonds by causing the Direct Participant to transfer the Participant's interest in the Global Bond or Bonds representing such Book-Entry Bonds, on DTC's records, to the Trustee. The requirement for physical delivery of Book-Entry Bonds in connection with a demand for repayment will be deemed satisfied when the ownership rights in the Global Bond or Bonds representing such Book-Entry Bonds are transferred by Direct Participants on DTC's records. DTC management is aware that some computer applications, systems, and the like for processing data ("Data Systems") that are dependent upon calendar dates, including dates before, on, and after January 1, 2000, may encounter "Year 2000 problems." DTC has informed its Participants and other members of the financial community (the "Industry") that it has developed and is implementing a program so that its Data Systems, as the same relate to the timely payment of distributions (including principal and income payments) to security holders, book-entry deliveries, and settlement of trades within DTC ("DTC Services"), continue to function appropriately. This program includes a technical assessment and a remediation plan, each of which is complete. Additionally, DTC's plan includes a testing phase, which DTC expects to be completed within appropriate time frames. However, DTC's ability to perform properly its services is also dependent upon other parties, including but not limited to issuers and their agents, as well as third-party vendors from whom DTC licenses software and hardware, and third-party vendors on whom DTC relies for information or the provision of services, including telecommunication and electrical utility service providers, among others. DTC has informed the Industry that it is contacting (and will continue to contact) third-party vendors from whom DTC acquires services to: (1) impress upon them the importance of such services being Year 2000 compliant; and (2) determine the extent of their efforts for Year 2000 remediation (and, as appropriate, testing) of their services. In addition, DTC is in the process of developing such contingency plans as it deems appropriate. According to DTC, the foregoing information with respect to DTC has been provided to the Industry for informational purposes only and is not intended to serve as a representation, warranty, or contract modification of any kind. DTC may discontinue providing its services as securities depository with respect to the New Bonds at any time by giving reasonable notice to SCE&G or the Trustee. Under those circumstances, in the event that a successor securities depository is not obtained, New Bonds in certificated form are required to be printed and delivered. SCE&G may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, New Bonds in certificated form will be printed and delivered. Neither SCE&G nor the Trustee will have any responsibility or obligation to the Depositary, any Participant in the book-entry system or any Beneficial Owner with respect to (1) the accuracy of any records maintained by the Depository or any Participant; (2) the payment by the Depository 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 New Bonds; (3) the delivery of any notice by the Depository or any participant; (4) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the New Bonds; or (5) any other action taken by the Depository or any Participant. PLAN OF DISTRIBUTION SCE&G may offer the New Bonds in any of three ways: o through underwriters or dealers, o directly to a limited number of purchasers or to a single purchaser, or o through agents. Each prospectus supplement will set forth: o the terms of the offering of the New Bonds, o the proceeds to SCE&G, o any underwriting discounts and other items constituting underwriters' compensation, and o any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. From time to time, SCE&G may change any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. If underwriters are involved, the New Bonds being sold will be acquired by them for their own account and they may resell the New Bonds from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer the New Bonds to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. The applicable prospectus supplement will name any underwriter involved in a sale of New Bonds and the cover page will state the name of the managing underwriter. Any underwriting agreement will provide that the obligations of the underwriters are subject to certain conditions precedent, and that the underwriters will be obligated to purchase all of the New Bonds to which that underwriting agreement relates if any are purchased. SCE&G may agree to indemnify any underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933. SCE&G may sell the New Bonds directly or through agents designated by SCE&G from time to time. In the applicable prospectus supplement, SCE&G will state the name of any agent involved in the offer or sale of the New Bonds as well as any commissions payable by SCE&G to such agent. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment. EXPERTS H. Thomas Arthur, II, Esq. has prepared or reviewed the statements made under "DESCRIPTION OF THE NEW BONDS," as to matters of law and legal conclusions. Such statements are made in reliance upon his authority as an expert. Mr. Arthur is a Senior Vice President, General Counsel and an Assistant Secretary of SCE&G. The consolidated financial statements incorporated by reference from SCE&G's Annual Report on Form 10-K for the year ended December 31, 1998 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 NEW BONDS McNair Law Firm, P.A., of Columbia, South Carolina, and H. Thomas Arthur, II, Esq. of Columbia, South Carolina, will pass upon the validity of the New Bonds for SCE&G. Thelen Reid & Priest LLP, of New York, New York, will pass upon the validity of the New Bonds for any underwriters. Thelen Reid & Priest LLP will rely as to all matters of South Carolina law upon the opinion of H. Thomas Arthur, II, Esq. Thelen Reid & Priest LLP, from time to time, renders legal services to SCE&G. At July 31, 1999, H. Thomas Arthur, II, Esq. owned beneficially 9,331 shares of SCANA Corporation's 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. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution Securities and Exchange Commission filing fee....... $ 83,400 Printing Expense.................................... 25,000# Blue Sky and Legal fees............................. 160,000# Rating Agency fees.................................. 37,000# Trustee fees........................................ 25,000# Accounting services................................. 25,000# Miscellaneous....................................... 15,000# Total.............................................. $370,400# # 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 in which they are made parties by reason of 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. 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 Securities and Exchange Commission 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 Commission 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 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 the registration statement 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. 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 Securities and Exchange Commission 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. 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 by 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 August 31, 1999. (REGISTRANT) South Carolina Electric & Gas Company By: s/J. L. Skolds (Name & Title): J. L. Skolds, President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement 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: August 31, 1999 (ii) Principal financial officer: By: s/K. B. Marsh (Name & Title): K. B. Marsh, Senior Vice President-Finance and Chief Financial Officer Date: August 31, 1999 (iii) Principal accounting officer: By: s/J. E. Addison (Name & Title) J. E. Addison, Vice President and Controller Date: August 31, 1999 (iv) Other Directors: *B. L. Amick; J. A. Bennett; W. B. Bookhart, Jr.,; W. T. Cassels, Jr.; H. M. Chapman; E. T. Freeman; L. M. Gressette, Jr.; W. H. Hipp; F. C. McMaster; L. M. Miller; J. B. Rhodes; M. K. Sloan * Signed on behalf of each of these persons: s/K. B. Marsh K. B. Marsh (Attorney-in-Fact) EXHIBIT INDEX Exhibit No. Description 1.01 Underwriting Agreement Form of Underwriting Agreement relating to the New Bonds (Filed herewith on page 25) 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 Form S-4 on May 11, 1999) 3.01 Restated Articles of Incorporation of SCE&G, as adopted on December 15, 1993 (Filed herewith on page 45) 3.02 Articles of Amendment of SCE&G, dated June 7, 1994 file June 9, 1994 (Filed herewith on page 87) 3.03 Articles of Amendment of SCE&G, dated November 9, 1994 (Filed herewith on page 90) 3.04 Articles of Amendment of SCE&G, dated December 9, 1994 (Filed herewith on page 92) 3.05 Articles of Correction of SCE&G, dated January 17, 1995 (Filed herewith on page 94) 3.06 Articles of Amendment of SCE&G, dated January 13, 1995 and filed January 17, 1995 (Filed herewith on page 95) 3.07 Articles of Amendment of SCE&G, dated March 30, 1995 (Filed herewith on page 97) 3.08 Articles of Correction of SCE&G - Amendment to Statement filed March 31, 1995, dated December 13, 1995 (Filed herewith on page 99) 3.09 Articles of Amendment of SCE&G, dated December 13, 1995 (Filed herewith on page 100) 3.10 Articles of Amendment of SCE&G, dated February 18, 1997 (Filed as Exhibit 3-L to Registration Statement No. 333-24919) 3.11 Articles of Amendment of SCE&G, dated February 21, 1997 (Filed herewith on page 102) 3.12 Articles of Amendment of SCE&G, dated April 22, 1997 (Filed herewith on page 104) 3.13 Articles of Amendment of SCE&G, dated April 9, 1998 (Filed herewith on page 108) 3.14 By-Laws of SCE&G as revised and amended on December 17, 1997 (Filed herewith on page 110) Exhibit No. Description 4.01 Indenture dated as of January 1, 1945, from the South Carolina Power Company (the "Power Company") to Central Hanover Bank and Trust Company, as Trustee, as supplemented by three Supplemental Indentures dated respectively as of May 1, 1946, May 1, 1947 and July 1, 1949 (Filed as Exhibit 2-B to Registration Statement No. 2-26459) 4.02 Fourth Supplemental Indenture dated as of April 1, 1950, to Indenture referred to in Exhibit 4.01, pursuant to which SCE&G assumed said Indenture (Filed as Exhibit 2-C toRegistration Statement No. 2-26459) 4.03 Fifth through Fifty-second Supplemental Indentures referred to in Exhibit 4.01 dated as of the dates indicated below and filed as exhibits to the Registration Statements and 1934 Act reports whose file numbers are set forth below: December 1, 1950 Exhibit 2-D to registration No. 2-26459 July 1, 1951 Exhibit 2-E to Registration No. 2-26459 June 1, 1953 Exhibit 2-F to Registration No. 2-26459 June 1, 1955 Exhibit 2-G to Registration No. 2-26459 November 1, 1957 Exhibit 2-H to Registration No. 2-26459 September 1, 1958 Exhibit 2-I to Registration No. 2-26459 September 1, 1960 Exhibit 2-J to Registration No. 2-26489 June 1, 1961 Exhibit 2-K to Registration No. 2-26459 December 1, 1965 Exhibit 2-L to Registration No. 2-26459 June 1, 1966 Exhibit 2-M to Registration No. 2-26459 June 1, 1967 Exhibit 2-N to Registration No. 2-26459 September 1, 1968 Exhibit 4-O to Registration No. 2-29693 June 1, 1969 Exhibit 4-C to Registration No. 2-31569 December 1, 1969 Exhibit 4-O to Registration No. 33-38580 June 1, 1970 Exhibit 4-R to Registration No. 2-35388 March 1, 1971 Exhibit 2-B-17 to Registration No. 2-37363 January 1, 1972 Exhibit 2-B to Registration No. 2-40324 July 1, 1974 Exhibit 2-A-19 to Registration No. 33-38580 May 1, 1975 Exhibit 4-C to Registration No. 2-51291 July 1, 1975 Exhibit 2-B-21 to Registration No. 33-38580 February 1, 1976 Exhibit 2-B-22 to Registration No. 2-53908 December 1, 1976 Exhibit 2-B-23 to Registration No. 2-55304 March 1, 1977 Exhibit 2-B-24 to Registration No. 2-57936 May 1, 1977 Exhibit 4-C to Registration No. 2-58662 February 1, 1978 Exhibit 4-C to Registration No. 33-38580 June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653 April 1, 1979 Exhibit 4-C to Registration No. 33-38580 June 1, 1979 Exhibit 2-A-3 to Registration No. 33-38580 April 1, 1980 Exhibit 4-C to Registration No. 33-38580 June 1, 1980 Exhibit 4-C to Registration No. 33-38580 December 1, 1980 Exhibit 4-C to Registration No. 33-38580 April 1, 1981 Exhibit 4-D to Registration No. 33-49421 June 1, 1981 Exhibit 4-D to Registration No. 2-73321 March 1, 1982 Exhibit 4-D to Registration No. 33-49421 April 15, 1982 Exhibit 4-D to Registration No. 33-49421 May 1, 1982 Exhibit 4-D to Registration No. 33-49421 December 1, 1984 Exhibit 4-D to Registration No. 33-49421 December 1, 1985 Exhibit 4-D to Registration No. 33-49421 June 1, 1986 Exhibit 4-D to Registration No. 33-49421 February 1, 1987 Exhibit 4-D to Registration No. 33-49421 September 1, 1987 Exhibit 4-D to Registration No. 33-49421 Exhibit No. Description January 1, 1989 Exhibit 4-D to Registration No. 33-49421 January 1, 1991 Exhibit 4-D to Registration No. 33-49421 February 1, 1991 Exhibit 4-D to Registration No. 33-49421 July 15, 1991 Exhibit 4-D to Registration No. 33-49421 August 15, 1991 Exhibit 4-D to Registration No. 33-49421 April 1, 1993 Exhibit 4-E to Registration No. 33-49421 July 1, 1993 Exhibit 4-D to Registration No. 33-57955 4.04 Fifty-Third Supplemental Indenture, dated as of May 1, 1999, to Indenture referred to in Exhibit 4.01 (Filed herewith on page 128) 4.05 Indenture dated as of April 1, 1993 from South Carolina Electric & Gas Company to NationsBank of Georgia, National Association (Filed as Exhibit 4-F to Registration Statement No. 33-49421) 4.06 First Supplemental Indenture to Indenture referred to in Exhibit 4.05 dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-49421) 4.07 Second Supplemental Indenture to Indenture referred to in Exhibit 4.05 dated as of June 15, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-57955) 5.01 Opinion Re Legality Opinion of H. T. Arthur, II, Esq. (Filed herewith) 8.01 Opinion Re Tax Matters (Not Applicable) 10.01 Supplemental Executive Retirement Plan (Filed herewith on page 170) 12.01 Statements Re Computation of Ratios (Filed herewith) 15.01 Letter Re Unaudited Interim Financial Information (Not Applicable) 23.01 Consents of Experts and Counsel A. Consent of Deloitte & Touche LLP (Filed herewith) B. Consent of H. T. Arthur, II, Esq. is contained in his opinion filed as Exhibit 5.01. 24.01 Power of Attorney (Filed herewith) 25.01 Statement of Eligibility of Trustee Statement of Eligibility of The Bank of New York, as Trustee (Form T-1) (Filed herewith) 26.01 Invitations for Competitive Bids (Not Applicable) 27.01 Financial Data Schedule (Not Applicable) 99.01 Additional Exhibits (Not Applicable) EX-1 2 UNDERWRITING AGREEMENT Exhibit 1.01 SOUTH CAROLINA ELECTRIC & GAS COMPANY First Mortgage Bonds, ________% Series due _____ 1, _________ UNDERWRITING AGREEMENT _______ ___, 1999 =============== - --------------- Gentlemen: The undersigned South Carolina Electric & Gas Company, a South Carolina corporation (the "Company"), addresses you as the representatives (the "Representatives") of each of the persons, firms and corporations listed in Schedule A hereto (the "Underwriters"). The term "Representatives" as used herein shall be deemed to mean the firms and/or corporations addressed hereby. If there is only one firm or corporation to which this Agreement (the "Agreement") is addressed, such term shall be deemed to mean such firm or corporation. If there are any Underwriters in addition to yourselves, you represent that you have been authorized by each of the Underwriters to enter into this Agreement on their behalf and to act for them in the manner herein provided in all matters relating to carrying out the provisions of this Agreement. If there are no Underwriters other than yourselves, the term "Underwriters" shall be deemed to mean the Representatives. All obligations of the Underwriters hereunder are several and not joint. The Company hereby confirms its agreement with the several Underwriters as follows: 1. Description of the Bonds. The Company has authorized the issuance and sale of $______________ principal amount of its First Mortgage Bonds, ________% Series due ______ 1, _______ (the "Bonds"), to be issued under and secured by (i) the Indenture, dated as of April 1, 1993 (the "Indenture"), made by the Company to The Bank of New York, successor to NationsBank of Georgia, National Association, as trustee (the "Trustee"), and (ii) a Supplemental Indenture from the Company to the Trustee (hereinafter called the "Supplemental Indenture"), dated as of June 15, 1993 (the Indenture as so supplemented being hereinafter collectively referred to as the "Indenture as Supplemented"). The Bonds are also entitled to the benefit of a like principal amount of the Company's First and Refunding Mortgage Bonds (the "Class A Bonds"), issued or to be issued under the Company's Indenture dated as of January 1, 1945, as supplemented (the "Class A Mortgage"), to The Chase Manhattan Bank, successor to Central Hanover Bank and Trust Company, as trustee, delivered to and held by the Trustee under the Indenture as Supplemented. The Class A Mortgage constitutes, subject to certain exceptions, a first mortgage lien on substantially all of the public utility properties of the Company. The Bonds shall be dated, shall mature, shall bear interest, shall be payable and shall otherwise conform to the description thereof to be contained in the Prospectus relating to the Bonds referred to in Section 2(a) hereof and to the provisions of the Indenture as Supplemented. No amendment to the Indenture as Supplemented is to be made prior to the Closing Date hereinafter referred to unless said amendment is first approved by you. 2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each Underwriter that: (a) A registration statement (File No. ___-________) on Form S-3 with respect to the Bonds, including a prospectus, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission") under such Acts, and has been filed with and declared effective by the Commission. Copies of such registration statement and any amendments thereto heretofore filed (including all exhibits except those incorporated therein by reference) have heretofore been delivered to you. The Company will file with or mail for filing to the Commission a prospectus supplement relating to the Bonds pursuant to Rule 424 under the Act. The registration statement when it became effective and as it may be amended as of the date of this Agreement is hereafter referred to as the "Registration Statement" and the prospectus as supplemented including all documents incorporated therein by reference is hereafter referred to as the "Prospectus." If the Company files any documents pursuant to Sections 13 or 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the time the Registration Statement became effective and prior to the termination of the offering of the Bonds by the Underwriters, which documents are deemed to be incorporated by reference in the Prospectus, the term "Prospectus," unless the context otherwise indicates or requires, shall refer to said Prospectus as supplemented by the documents so filed from and after the time said documents are filed with the Commission. (b) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference, when they become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) When the Registration Statement became effective and at all times subsequent thereto up to and at the Closing Date (hereinafter defined), (i) the Registration Statement and Prospectus and any post-effective amendments or supplements thereto contained and will contain all statements and information which are required to be stated therein by the Act, the Trust Indenture Act and the rules and regulations of the Commission under such Acts, and in all material respects, conformed and will conform to the requirements thereof, and (ii) neither the Registration Statement nor the Prospectus nor any post-effective amendment or supplement thereto included or will include any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations and warranties shall not apply to information contained in or omitted from the Registration Statement or Prospectus or any such amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof, or to any information relating to the book-entry system of payments and transfers of the Bonds or the depository therefor set forth under the caption "Book-Entry System" provided by The Depository Trust Company or to any statements in or omissions from the Statement of Eligibility (Form T-1) of the Trustee. (d) The financial statements of the Company incorporated by reference in the Prospectus fairly present the financial condition of the Company as of the dates indicated and the results of operations and changes in financial position for the periods therein specified; and said financial statements have been prepared in accordance with generally accepted accounting principles, applied on a consistent basis throughout the periods involved. Deloitte & Touche LLP, who have audited certain of such financial statements, as set forth in their report with respect to such financial statements, are independent public accountants with respect to the Company as required by the Act and the rules and regulations of the Commission thereunder. (e) The Company has been duly organized and is validly existing as a corporation under the laws of the State of South Carolina; the Company has the corporate power and authority to own and operate the properties now owned by it and to carry on its business as now being carried on by it, as described in the Prospectus; and neither the character of properties owned or leased by the Company nor the nature of the business transacted by it make the licensing or qualification of the Company as a foreign corporation necessary in any other state or jurisdiction. (f) The Company does not own any shares of capital stock of a "public utility company" or a "holding company" as such terms are defined in the Public Utility Holding Company Act of 1935, as amended, and is a "subsidiary" of a "registered holding company" within the meaning of said Act. The Company has no subsidiaries other than SCE&G Trust I, a Delaware business trust. (g) The Bonds have been duly authorized and, when duly executed, authenticated and issued as provided in the Indenture as Supplemented and delivered pursuant to this Agreement, will constitute valid and legally binding obligations of the Company entitled to the security and benefits of the Indenture as Supplemented, will be secured equally and ratably with all other Bonds to be issued under the Indenture as Supplemented, and will conform to the description thereof contained in the Prospectus. The Indenture as Supplemented has been duly authorized, executed and delivered by the Company and is a valid and legally binding instrument in accordance with its terms. The Indenture as Supplemented has been qualified under the Trust Indenture Act. (h) The Indenture as Supplemented constitutes a legally valid and directly enforceable mortgage lien (except to the extent that enforcement of such lien may be limited by the effect of certain laws and judicial decisions upon the remedies provided in the Indenture as Supplemented, which, however, do not make the remedies afforded inadequate for the practical realization of the security and benefits provided by the Indenture as Supplemented, and except as enforceability of such lien may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and by general equity principles) upon the respective properties subject thereto (which properties constitute substantially all of the electric utility properties of the Company) subject only to Permitted Liens (as defined in the Indenture), the prior lien of the Class A Mortgage and to minor defects and irregularities customarily found in properties of like size and character which do not materially impair the use of the property affected thereby in the operations of the business of the Company, and the Indenture as Supplemented conforms to the description thereof contained in the Prospectus. (i) Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the Company has not incurred any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, which are material to the Company, and there has not been any material change in the capital stock or long-term debt of the Company, or any material adverse change, or any development which the Company has reasonable cause to believe will involve a prospective material adverse change, in the condition (financial or other), business, net worth or results of operations of the Company. (j) Except as set forth in the Prospectus, there is not pending or, to the knowledge of the Company, threatened, any action, suit or proceeding, to which the Company is a party, before or by any court or governmental agency or body, which might result in any material adverse change in the condition (financial or other), business, net worth or results of operations of the Company or might materially and adversely affect the properties or assets thereof; and there are no contracts or documents of the Company which are required to be filed as exhibits to the Registration Statement by the Act or by the rules and regulations of the Commission thereunder which have not been so filed. (k) The Company holds good and marketable title in fee simple, except as otherwise stated in the Prospectus, to all of the real property referred to therein as being owned by it, free and clear of all liens and encumbrances, except liens and encumbrances referred to in the Prospectus (or reflected in the financial statements included therein) and liens and encumbrances which are not material in the aggregate and do not materially interfere with the conduct of the business of the Company and the properties referred to in the Prospectus as held under lease by the Company are held by it under valid and enforceable leases with such exceptions as do not materially interfere with the conduct of the business of the Company. (l) The Class A Bonds which heretofore or on the date hereof have been issued or on the closing date shall have been issued to the Trustee under the Indenture as Supplemented as the basis for the issuance of the Bonds have been duly authorized, executed, authenticated and delivered to the Trustee under the Indenture as Supplemented, constitute valid and legally binding obligations of the Company, entitled to the security and benefits of the Class A Mortgage, and are equally and ratably issued with all other bonds issued under the Class A Mortgage. (m) The Class A Mortgage constitutes a legally valid and directly enforceable first mortgage lien (except to the extent that enforcement of such lien may be limited by the effect of certain laws and judicial decisions upon the remedies provided in the Class A Mortgage, which, however, do not make the remedies afforded inadequate for the practical realization of the security and benefits provided by the Class A Mortgage, and except as enforceability of such lien may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and by general equity principles) upon the respective properties subject thereto (which properties constitute substantially all of the utility properties of the Company) subject only to excepted encumbrances (as defined therein) and to minor defects and irregularities customarily found in properties of like size and character, which do not materially impair the use of the property affected thereby in the operation of the business of the Company, and the Class A Mortgage conforms to the description thereof contained in the Prospectus. (n) The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property of the Company is subject, the Company's Restated Articles of Incorporation, as amended, or by-laws, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties; no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Bonds by the Company hereunder, except such as may be required under the Act, the Trust Indenture Act or state securities laws and except for the approval of The Public Service Commission of South Carolina which has been obtained or will be obtained prior to the Closing Date and is or will be in full force and effect; and the Company has full power and authority to authorize, issue and sell the Bonds on the terms and conditions herein set forth. 3. Purchase, Sale and Delivery of the Bonds. On the basis of representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters named in Schedule A hereto, and each such Underwriter agrees, severally and not jointly, to purchase from the Company at the purchase price set forth in such Schedule A the principal amount of Bonds set forth opposite the name of such Underwriter in such Schedule A. The Bonds will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check payable in New York Clearing House (next day) funds at the office of Thelen Reid & Priest LLP, 40 West 57th Street, New York, New York, at 10:00 A.M., New York City Time, on ___________ ___, 1999 (or, if the New York and American Stock Exchanges and commercial banks in The City of New York are not open on such day, the next day on which such exchanges and banks are open), or at such other time not later than eight full business days thereafter as you and the Company determine, such time being herein referred to as the "Closing Date." It is understood that you, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment to the Company, on behalf of any Underwriter or Underwriters, for the Bonds to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. 4. Covenants. The Company covenants and agrees with each Underwriter that: (a) The Company will file no amendment to the Registration Statement, and prior to the completion of the offering of the Bonds make no supplement to the Prospectus, including the initial supplement to the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof, of which you have not been advised and furnished with a copy or to which you have promptly and reasonably objected; it will notify you, promptly after it shall receive notice thereof, of the time when any post-effective amendment to the Registration Statement has become effective or any supplement to the Prospectus has been filed; it will notify you promptly of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; it will prepare and file with the Commission, promptly upon your request, any amendments or supplements to the Registration Statement or Prospectus which, in your opinion, may be necessary or advisable in connection with the distribution of the Bonds by the Underwriters; it will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Bonds; and it will furnish to you at or prior to the filing thereof a copy of any document which upon filing is deemed to be incorporated by reference in the Prospectus. (b) The Company will advise you, promptly after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any proceeding for that purpose having been instituted or threatened by the Commission; and it will promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. (c) Within the time during which a prospectus relating to the Bonds is required to be delivered under the Act, the Company will comply as far as it is able with all requirements imposed upon it by the Act, as now and hereafter amended, and by the rules and regulations of the Commission thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Bonds as contemplated by the provisions hereof and the Prospectus. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an 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 then existing, not misleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Act or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act or the Exchange Act, the Company will promptly notify you and, if such event occurs within nine months after the date hereof, the Company will at its own cost and expense amend or supplement the Prospectus in order to correct such statement or omission and in order that the Prospectus as so amended or supplemented will comply with the requirements of Section 10(a)(1) of the Act or file such document to effect such compliance. In case any Underwriter is required to deliver a Prospectus relating to the Bonds at any time nine months or more after the date hereof, the Company will, at the expense of the Underwriter requesting the same, prepare promptly such prospectus or prospectuses and thereafter amend or supplement the same as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act. (d) The Company will use its best efforts to qualify the Bonds for sale under the securities laws of such jurisdictions as you reasonably designate and to continue such qualifications in effect so long as required for the distribution of the Bonds, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any state. The Company will also arrange for the determination of the Bonds' eligibility for investment under the laws of such jurisdictions as you reasonably request. (e) The Company has furnished or will furnish to the Underwriters, as soon as available, copies of the Registration Statement (three of which will be signed and will include all exhibits except those incorporated by reference), the Prospectus (including all documents incorporated by reference therein but excluding exhibits to such documents), and all amendments and supplements to such documents, including any prospectus prepared to permit compliance with Section 10(a)(3) of the Act, all in such quantities as you may from time to time reasonably request. (f) The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company's current fiscal quarter, an earning statement (which need not be audited) covering a 12-month period beginning after the effective date of the Registration Statement which shall satisfy the provisions of Section 11(a) of the Act. (g) So long as any of the Bonds are outstanding, the Company agrees to furnish to you, and, upon request, to each of the other Underwriters, (i) as soon as they are available, copies of all the reports (financial or other) and any definitive proxy statements mailed to security holders or filed with the Commission and (ii) from time to time such other information concerning the business and financial condition of the Company as you may reasonably request. (h) The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is prevented from becoming effective or is terminated under the provisions of Section 9 hereof, will pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including, without limitation, the fees and expenses of the Company's accountants and counsel for the Company, all costs incident to the preparation, printing and filing under the Act of the Registration Statement, the Prospectus and all amendments and supplements thereto, any fees charged by any investment rating agencies for rating the Bonds, all fees and disbursements incurred by the Company and by the Underwriters in connection with the qualification of the Bonds under the laws of various jurisdictions as provided in Section 4(d) hereof and the determination of their eligibility for investment under the laws of various jurisdictions (including the cost of furnishing to the Underwriters memoranda relating thereto and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith), the cost of furnishing to the Underwriters copies of the Registration Statement, the Prospectus and each amendment and supplement thereto, in such numbers as you may reasonably request, the cost of printing this Agreement, the costs and charges of the Trustee and of any depository in connection with a book-entry system of payments and transfers, and the cost of preparing the Bonds. If the sale of the Bonds provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters' obligation hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all reasonable out-of-pocket disbursements (including fees and disbursements of counsel) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Bonds or in contemplation of performing their obligations hereunder. The Company shall not in any event be liable to any of the Underwriters for loss of anticipated profits from the transactions covered by this Agreement. (i) The Company will apply the net proceeds from the sale of the Bonds to be sold by it hereunder for the purposes set forth under "Use of Proceeds" in the Prospectus. (j) The Company will not for a period of 30 days after the commencement of the public offering of the Bonds, without the prior written consent of the Representatives, sell, contract to sell or otherwise dispose of any other of its First Mortgage Bonds. 5. Conditions of Underwriters' Obligations. The obligations of the several Underwriters to purchase and pay for the Bonds, as provided herein, shall be subject to the accuracy, as of the date hereof and the Closing Date (as if made on the Closing Date), of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder, and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any Underwriter, threatened by the Commission; and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to your satisfaction. (b) No Underwriter shall have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which in your opinion is material or omits to state a fact which in your opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change in the capital stock or long-term debt of the Company or any adverse change, or any development involving a prospective adverse change, in the condition (financial or other), business, net worth or results of operations of the Company which, in your judgment, makes it impractical or inadvisable to offer or deliver the Bonds on the terms and in the manner contemplated in the Prospectus. (d) On the Closing Date, you shall have received the opinion of McNair Law Firm, P.A., counsel for the Company, dated the Closing Date, to the effect that: (i) The Company is validly existing as a corporation under the laws of the State of South Carolina and is empowered by its Restated Articles of Incorporation, as amended, to own and operate the properties now owned and proposed to be owned by it and to carry on its business as now carried on and proposed to be carried on as described in the Prospectus. (ii) Each of the Indenture as Supplemented and the Class A Mortgage has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument enforceable against the Company in accordance with its terms and the Indenture as Supplemented has been qualified under the Trust Indenture Act. (iii) The Class A Bonds which heretofore or on the date hereof have been issued to the Trustee under the Indenture as Supplemented as the basis for the issuance of the Bonds have been duly authorized by all necessary corporate action, have been duly executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and the terms of the Class A Mortgage, are entitled to the security and benefits of the Class A Mortgage and are secured equally and ratably with all other bonds issued under the Class A Mortgage. (iv) The Bonds have been duly authorized by all necessary corporate action, have been duly executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and the terms of the Indenture as Supplemented, are entitled to the security and benefits of the Indenture as Supplemented and are secured equally and ratably with all other bonds issued under the Indenture as Supplemented. (v) This Agreement has been duly authorized, executed and delivered by the Company. (vi) The Indenture as Supplemented, the Bonds and the Class A Mortgage conform in all material respects to the statements concerning them in the Prospectus. (vii) The documents incorporated by reference in the Prospectus (other than the financial statements and other financial or statistical data contained therein, as to which such counsel need express no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; and, based upon such counsel's participation in conferences with representatives of the Company and its accountants and participation in certain prior financings of the Company, they have no reason to believe that any of such documents, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading. (viii) The Registration Statement has become effective under the Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and, based upon such counsel's participation in conferences with representatives of the Company and its accountants and participation in certain prior financings of the Company, they do not believe that on the date hereof or the Closing Date either the Registration Statement or the Prospectus (or the Registration Statement or Prospectus as amended or supplemented by any amendment or further supplement thereto made by the Company prior to the Closing Date) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, in their opinion, the Registration Statement and the Prospectus, as of the date hereof (or the Registration Statement or Prospectus as amended or supplemented by any amendment or further supplement thereto made by the Company prior to the Closing Date), appear on their face to be appropriately responsive in all material respects to the requirements of the Act, the Trust Indenture Act and the rules and regulations of the Commission under such acts (except that no opinion need be expressed as to financial statements and other financial or statistical data contained or incorporated by reference in the Registration Statement or to any information relating to the book-entry system of payments and transfers of the Bonds or the depository therefor set forth under the caption "Book-Entry System" provided by The Depository Trust Company or as to the Trustee's Statement of Eligibility on Form T-1). In rendering said opinion, (i) counsel may rely upon the opinion of H. Thomas Arthur, II, Esquire, delivered pursuant to paragraph (e), with respect to matters of title, property descriptions, recording fees and taxes and the filing, recordation and liens of the Indenture as Supplemented and the Class A Mortgage; (ii) counsel may state that the enforceability of the Class A Mortgage, the Class A Bonds, the Indenture as Supplemented and the Bonds is subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and general principles of equity; and (iii) counsel may state that although certain provisions of the Class A Mortgage and the Indenture as Supplemented may not be enforceable in whole or in part, the inclusion of such provisions does not affect the validity of the Class A Mortgage or Indenture as Supplemented, which contain adequate provisions for the practical realization of the benefits and security provided therefor. (e) On the Closing Date, you shall have received the opinion of H. Thomas Arthur, II, Esquire, General Counsel of the Company, dated the Closing Date, covering the matters set forth in clauses (i) to (viii), inclusive, of paragraph (d) of this Section and such other matters incident to the transactions contemplated hereby as you may reasonably request, and also to the effect that (subject to such exceptions specified in such opinion with respect to the matters referred to in clauses (i), (ii), (iii), (iv) and (v) of this paragraph (e) as such counsel may deem appropriate, which exceptions in the opinion of the counsel rendering such opinion do not materially interfere with the maintenance and operation by the Company of the properties now owned by it or with the conduct by the Company of the business now carried on by it), and in rendering the opinion set forth in clause (i) of paragraph (d) counsel shall also state that neither the character of property owned or leased by the Company nor the nature of the business transacted by it make the licensing or qualifications of the Company as a foreign corporation necessary in any other state or jurisdiction: (i) The Company has fee title to all the real property (except (i) rights-of-way, water rights and flowage rights, (ii) that electric transmission and electric and gas distribution lines are constructed principally on rights-of-way which are maintained under or held by easement and (iii) that the fee ownership of the lands upon which the Company's Stevens Creek dam is situated may extend only to the abutment sites on each side of the Savannah River) and has good and valid title to all of the personal property described or referred to in each of the Class A Mortgage and the Indenture as Supplemented as owned by it (except property heretofore released from the liens thereof or retired in accordance with the provisions thereof), subject to no liens or encumbrances other than (a) excepted encumbrances and Permitted Liens, (b) the lien of the Class A Mortgage, (c) the lien of the Indenture as Supplemented and (d) the fact that titles to certain properties are subject to reservations and encumbrances such as are customarily encountered in the public utility business and which do not materially interfere with their use, and the descriptions of and references to such real and personal property contained in each of the Class A Mortgage and the Indenture as Supplemented are adequate for the purposes thereof. No notice has been given to the Company by any governmental authority of any proceeding to condemn, purchase or otherwise acquire any of the properties of the Company and, so far as such counsel knows, no such proceeding is contemplated. (ii) The Indenture as Supplemented has been duly filed for recording and recorded, and constitutes a legally valid and direct enforceable mortgage lien upon the respective properties presently subject thereto subject only to Permitted Liens and the prior lien of the Class A Mortgage. (iii) The Class A Mortgage has been duly filed for recording and recorded and constitutes a valid direct first mortgage lien on the respective properties presently subject thereto subject only to excepted encumbrances. (iv) Except as set forth in "Security - Lien of the Mortgage" and "The Class A Mortgage - Security" under "Description of the New Bonds" in the Prospectus, substantially all fixed electric utility properties used or useful in its electric utility business (other than those of the character not subject to the lien of the Indenture as Supplemented as aforesaid and properties heretofore released from the lien thereof or retired in accordance with the provisions thereof) acquired by the Company after the date of the Indenture, and substantially all fixed properties and franchises used or useful in its public utility businesses (other than those of the character not subject to the lien of the Class A Mortgage as aforesaid and properties heretofore released from the lien thereof or retired in accordance with the provisions thereof) acquired by the Company after the date of the Class A Mortgage have become subject to the respective liens thereof, subject, however, to excepted encumbrances or Permitted Liens, as the case may be, the lien of the Class A Mortgage in the case of the Indenture as Supplemented, and to liens, if any, existing or placed thereon at the time of the acquisition thereof by the Company. (v) Except as otherwise set forth in the Prospectus, the Company has such valid franchises, certificates of convenience and necessity, operating rights, licenses, permits, consents, approvals, authorizations and/or orders of governmental bodies, political subdivisions or regulatory authorities, free from burdensome restrictions, as are necessary for the acquisition, construction, ownership, maintenance and operation of the properties now owned by it and the conduct of the business now carried on by it as described in the Registration Statement and Prospectus, and the Company is not in default or violation of any thereof and is carrying on its business in accordance therewith and, to the best of his knowledge, with all applicable federal, state and other laws and regulations. (vi) The descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings, contracts and other documents are, to the best of his knowledge, accurate and fairly present the information required to be shown therein, and such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or required to be incorporated by reference into the Prospectus or to be filed as exhibits to the Registration Statement which are not described or incorporated by reference or filed as required. (vii) An order has been or orders have been entered by The Public Service Commission of South Carolina permitting the issuance and sale of the Bonds as contemplated hereby, and no further authorization or consent of any public body or board is required for the issuance and sale by the Company of the Bonds as contemplated hereby, except as may be required under state securities or Blue Sky laws. (viii) The statements in the Prospectus which are stated therein to have been made on the authority of such counsel have been reviewed by such counsel and, as to matters of law and legal conclusions, are correct in all material respects. (ix) The consummation of the transactions contemplated herein and the fulfillment of the terms hereof and compliance by the Company with all terms and provisions of the Indenture as Supplemented and the Class A Mortgage will not result in a breach of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument known to such counsel to which the Company is a party or by which it is bound or to which any of the property of the Company is subject, or the Restated Articles of Incorporation, as amended, or by-laws of the Company, or to the best of his knowledge, any order, rule or regulation applicable to the Company of any court or of any federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or its property. (x) All recording fees and taxes applicable to or in connection with the recording of the Class A Mortgage and the Indenture as Supplemented and all applicable taxes on or in connection with the issuance of the Bonds have been paid. In giving the opinion contemplated by clauses (ii) and (iii), counsel shall state what, if any, re-recording or re-filing of the Class A Mortgage and the Indenture as Supplemented is required and what, if any, further supplemental indentures or other instruments are required to be executed, filed and/or recorded or notices given, in order to extend the liens of the Class A Mortgage and Indenture as Supplemented to after-acquired property, or to maintain such liens with respect to future advances. Furthermore, in rendering said opinion, (i) counsel may state that the enforceability of the Class A Mortgage, the Class A Bonds, the Indenture as Supplemented and the Bonds, and the enforceability of the respective lien of the Class A Mortgage and the Indenture as Supplemented, are subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and general principles of equity and (ii) counsel may state that although certain provisions of the Class A Mortgage and the Indenture as Supplemented may not be enforceable in whole or in part, the inclusion of such provisions does not affect the validity of the Class A Mortgage or the Indenture as Supplemented, which contain adequate provisions for the practical realization of the benefits and security provided therefor. (f) On the Closing Date, you shall have received from Thelen Reid & Priest LLP, counsel for the several Underwriters, such opinion or opinions with respect to the incorporation of the Company, the validity of the Bonds, the Registration Statement, the Prospectus and other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering their opinion, such counsel may rely upon the opinion of H. Thomas Arthur, II, Esquire referred to above as to all matters governed by South Carolina law. (g) On the Closing Date, you shall have received a letter from Deloitte & Touche LLP, dated the date of delivery thereof, in the form heretofore delivered to the Representatives. (h) On the Closing Date, you shall have received from the Company a certificate, signed by its Chairman, President or a Vice President and by its principal financial or accounting officer, dated the Closing Date, to the effect that, to the best of their knowledge based on reasonable investigation: (i) The representations and warranties of the Company in this Agreement are true and correct in all material respects, as if made on and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied on or prior to the Closing Date; (ii) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or threatened, under the Act; (iii) The Registration Statement and the Prospectus, and any amendments or supplements thereto, contain all statements and information required to be included therein, and neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, since the date hereof there has occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth and there has been no document required to be filed under the Exchange Act and the rules and regulations of the Commission thereunder and which upon such filing would be deemed to be incorporated by reference in the Prospectus, which has not been so filed; and (iv) As of the date of such certificate, the real and personal property owned by the Company and located in the State of Georgia does not have an aggregate depreciated cost, as reflected in the accounting records of the Company, in excess of $5,000,000. (i) The Company shall have furnished to you such further certificates and documents as you shall have reasonably requested. (j) There shall not have been any further announcement by any "nationally recognized statistical rating organization," as defined for purposes of Rule 430(g)(2) under the Act, that (i) it is downgrading its rating assigned to any debt securities of the Company, or (ii) it is reviewing its rating assigned to any debt securities of the Company with a view to possible downgrading, or with negative implications, or with direction not determined. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to you. The Company will furnish you with such conformed copies of such opinions, certificates, letters and other documents as you shall reasonably request. In giving the opinions contemplated by paragraphs (d), (e) and (f) of this Section, counsel need not express any opinion either as to matters of Georgia law, including the enforceability of the Indenture as Supplemented thereunder, or with respect to real or personal property of the Company located in the State of Georgia, may rely upon certificates of state officials as to the Company's good standing and upon certificates of officers of the Company as to matters of fact relevant to such opinions and may assume (i) that the Bonds have been executed on behalf of the Company by the manual or facsimile signatures of the President or a Vice President and the Secretary or an Assistant Secretary of the Company and have been duly authenticated by the Trustee and (ii) that the signatures on all documents examined by them are genuine. 6. Indemnification. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act 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 any material fact contained in the Registration Statement, the Prospectus, or any amendment 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall 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 an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act 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 any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by such Underwriter through you, specifically for use in the preparation thereof; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding. (d) If the indemnification provided for in this Section 6 is unavailable under subsection (a) or (b) above to a party that would have been an indemnified party under subsection (a) or (b) above ("Indemnified Party") in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder ("Indemnifying Party") shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the initial supplement to the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. 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. The Underwriters' obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Act. 7. Representations and Agreements to Survive Delivery. All representations, warranties and agreements of the Company herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements of the several Underwriters contained in Section 6 hereto, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling persons, or the Company or any of its officers, directors or any controlling persons and shall survive delivery of the Bonds to the Underwriters hereunder. 8. Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to take up and pay for the principal amount of Bonds agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Bonds in accordance with the terms hereof, and the principal amount of Bonds not purchased does not aggregate more than 10% of the aggregate principal amount of the Bonds, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective commitments hereunder except as may otherwise be determined by you) the Bonds which any withdrawing or defaulting Underwriters agreed but failed to purchase; however, if such Bonds not purchased aggregate more than 10% of the aggregate principal amount of the Bonds, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as shall be determined by you) the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date, take up and pay for the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase, the time for delivery of the Bonds shall be extended to the next business day to allow the several Underwriters the privilege of substituting within 24 hours (including non-business hours) another underwriter or underwriters satisfactory to the Company. If no such underwriter or underwriters shall have been substituted, as aforesaid, the time for delivery of the Bonds may, at the option of the Company, be again extended to the next following business day, if necessary, to allow the Company the privilege of finding within 24 hours (including non-business hours) another underwriter or underwriters, satisfactory to you, to purchase the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase. If the remaining Underwriters shall not take up and pay for all such Bonds agreed to be purchased by the defaulting Underwriters, or substitute another underwriter or underwriters as aforesaid, and the Company shall not find or shall not elect to seek another underwriter or underwriters for such Bonds as aforesaid, then this Agreement shall terminate. In the event of any such termination the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 4(h) and in Section 6 hereof), nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the principal amount of Bonds agreed by such Underwriter to be purchased hereunder) be under any liability to the Company (except to the extent provided in Section 6 hereof). (b) If the remaining Underwriters or substituted underwriters take up the Bonds of the defaulting Underwriter or Underwriters as provided in this Section, (i) the Company shall have the right to postpone the time of delivery for a period of not more than seven full business days, in order to effect any changes which may be made necessary thereby in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may be made necessary thereby, and (ii) the respective principal amounts of Bonds to be purchased by the remaining Underwriters or substituted underwriters shall be taken as the basis of their respective underwriting obligations for all purposes of this Agreement. A substituted underwriter hereunder shall become an Underwriter for all purposes of this Agreement. (c) Nothing herein shall relieve a defaulting Underwriter from liability for its default. 9. Effective Date of this Agreement and Termination. (a) This Agreement shall become effective upon your accepting it in the manner indicated below. (b) You, as Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by the New York Stock Exchange or the American Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or New York authorities, or (vi) an outbreak of major hostilities in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity, a default in payment when due of interest on or principal of any debt obligations of, or the institution of proceedings under the Federal bankruptcy laws by or against, any State of the United States or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement which, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Bonds. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified promptly by the Company by telephone or telegram, confirmed by letter. 10. Notices. All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing and, if sent to you, shall be mailed, delivered or telegraphed and confirmed to you at - -------------------------, -----------------------, ------------------, _______________, Attention: __________________ or if sent to the Company, shall be mailed, delivered or telegraphed and confirmed to the Company at 1426 Main Street, Columbia, South Carolina 29201, Attention: Secretary. Notice to any Underwriter pursuant to Section 6 shall be mailed, delivered or telegraphed and confirmed to such Underwriter in care of the Representatives at the address set forth below. Any party to this Agreement may change such address for notices by sending to the parties to this agreement written notice of a new address for such purpose. 11. Parties. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or corporation, other than the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 6, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and assigns and said controlling persons and said officers and directors and for the benefit of no other person or corporation. No purchaser of any of the Bonds from any Underwriter shall be construed a successor or assign merely by reason of such purchase. In all dealings with the Company under this Agreement, you shall act on behalf of each of the several Underwriters, and any action under this Agreement taken by you will be binding upon all Underwriters. 12. Applicable Law. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. If the foregoing correctly sets forth the understanding between the Company and the several Underwriters, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the several Underwriters. Very truly yours, SOUTH CAROLINA ELECTRIC & GAS COMPANY By________________________________________ Its________________________________ ACCEPTED at _____________, _____________ as of the date first above written. - ---------------------------------- By____________________________________ Its_____________________________ SCHEDULE A UNDERWRITERS ________% Series due ________ 1, _____ Amount of Bonds Name of Underwriters To be Purchased $ plus accrued interest from _________ 1, 1999 EX-3.(I) 3 RESTATED ARTICLES Exhibit 3.01 SOUTH CAROLINA ELECTRIC & GAS COMPANY RESTATED ARTICLES OF INCORPORATION TABLE OF CONTENTS (This Table of Contents is not part of the Restated Articles of Incorporation and has been inserted herein for convenience only. Nothing contained in this Table of Contents shall be deemed to affect the meaning or construction of any of the provisions contained in the Restated Articles of Incorporation.) Page RECITAL 1 ARTICLE I Name of Company 2 ARTICLE II Perpetual existence, rights, powers and liabilities under laws of South Carolina 3 ARTICLE III Principal place of business 3 ARTICLE IV General powers clauses 3 ARTICLE V Number of shares authorized 5 Classes of series of shares A. Seniority of Preferred Stock 6 B. Preferred Stock 1. Issuable in Series 6 2. Terms of Preferred Stock which may vary among series 6 3. Relative rights and preferences 6 C. Dividends on Preferred Stock 1. Dividend rates 7 2. Ratable dividend payments 9 3. Restrictions on payment of dividends on Common Stock 9 4. Definitions: "dividends" 10 "Common Stock Equity" 10 "Total Capitalization" 11 "Net Income of Company available for dividends on Common Stock" 11 5. Consolidated subsidiaries 11 6. Reserves 11 D. Amounts payable upon liquidation, whether voluntary or involuntary 12 1. Purchase Fund for 4.60% Cumulative Preferred Stock 13 2. Purchase Fund for 4.50% Cumulative Preferred Stock 14 3. Purchase Fund for 4.60% (Series A) Cumulative Preferred Stock 16 4. Purchase Fund for 5.125% Cumulative Preferred Stock 18 5. Purchase Fund for 4.60% (Series B) Cumulative Preferred Stock 19 6. Purchase Fund for 6% Cumulative Preferred Stock 21 7. Sinking Fund for 9.40% Cumulative Preferred Stock 23 8. Sinking Fund for 8.12% Cumulative Preferred Stock 23 9. Sinking Fund for 7.70% Cumulative Preferred Stock 24 10. Sinking Fund for 8.72% Cumulative Preferred Stock 24 E. Redemption provisions relating to Preferred Stock 25 F. Voting Powers 27 G. Required consent or vote of Preferred Stock to: 1. (a) Create or issue shares of stock ranking equally or prior to the Preferred Stock or increase authorized Preferred Stock 28 (b) Amend charter affecting preferences, voting powers, restrictions and qualifications 28 2. Consolidations, mergers or sales of assets 30 3. Issuance of unsecured indebtedness; exceptions and limitations 30 H. Holders of Preferred Stock not entitled to preemptive right to purchase any capital stock or securities convertible into capital stock 31 I. Holders of Common Stock not entitled to preemptive right to purchase Shares of Common Stock, options or rights of securities convertible into Common Stock 31 ARTICLE VI Number of directors required 31 EXHIBIT A 33 STATE OF SOUTH CAROLINA SECRETARY OF STATE RESTATED ARTICLES OF INCORPORATION Pursuant to Authority of Section 33-10-107 of the South Carolina Business Corporation Act of 1988, the undersigned Corporation adopts the following Restated Articles of Incorporation: 1. The name of the Corporation is SOUTH CAROLINA ELECTRIC & GAS COMPANY. 2. The Registered Office of the Corporation is Palmetto Center, 1426 Main Street in the City of Columbia, County of Richland and the State of South Carolina and the name of the Registered Agent at such address is A. H. Gibbes. 3. At a meeting thereof duly called and held on November 24, 1965, the Board of Directors of SOUTH CAROLINA ELECTRIC & GAS COMPANY (hereinafter sometimes referred to as the "Corporation" or the "Company") authorized the adoption of a restatement of the Articles of Incorporation of the Corporation so as to integrate into a single document the text of the Agreement of Consolidation, dated June 29, 1943, between the Corporation (sometimes hereinafter referred to as "South Carolina Company") and Lexington Water Power Company (sometimes hereinafter referred to as "Lexington"), together with all amendments thereto theretofore adopted, all as provided in Section 9.8 of the South Carolina Business Corporation Act of 1962 (12-19.8 Supplement Code 1962) and such Restated Articles of Incorporation, dated November 24, 1965, were filed with the Secretary of State of South Carolina on November 24, 1965, and thereupon became the Articles of Incorporation of the Corporation. 4. At a meeting thereof duly called and held on May 27, 1966, the Board of Directors of the Corporation authorized the adoption of a restatement of the Articles of Incorporation of the Corporation so as to integrate into a single document the text of the Restated Articles of Incorporation, dated November 24, 1965, together with all amendments thereto theretofore adopted, all as provided in Section 9.8 of the South Carolina Business Corporation Act of 1962 (12-19.8 Supplement to the South Carolina Code of 1962). 5. At a meeting thereof duly called and held on May 21, 1971, the Board of Directors of the Corporation authorized the adoption of a restatement of the Articles of Incorporation of the Corporation so as to integrate into a single document the text of the Restated Articles of Incorporation, dated May 27, 1966, together with all amendments thereto theretofore adopted, all as provided in Section 9.8 of the South Carolina Business Corporation Act of 1962 (12-19.8 Supplement to the South Carolina Code of 1962). 6. At a meeting thereof duly called and held on August 28, 1974, the Board of Directors of the Corporation authorized the adoption of a restatement of the Articles of incorporation of the Corporation so as to integrate into a single document the text of the Restated Articles of Incorporation, dated May 21, 1971, together with all amendments thereto theretofore adopted, all as provided in Section 9.8 of the South Carolina Business Corporation Act of 1962 (12-19.8 Supplement to the South Carolina Code of 1962). 7. At a meeting thereof duly called and held on July 28, 1976, the Board of Directors of the Corporation authorized the adoption of a restatement of the Articles of Incorporation of the Corporation so as to integrate into a single document the text of the Restated Articles of Incorporation, dated August 28, 1974, together with all amendments thereto theretofore adopted, all as provided in Section 9.8 of the South Carolina Business Corporation Act of 1962 (12-19.8 Supplement to the South Carolina Code of 1962). 8. At a meeting thereof duly called and held on November 26, 1980, the Board of Directors of the Corporation authorized the adoption of a restatement of the Articles of Incorporation of the Corporation so as to integrate into a single document the text of the Restated Articles of Incorporation, dated July 28, 1976, together with all amendments thereto theretofore adopted, all as provided in Section 9.8 of the South Carolina Business Corporation Act of 1962 (Section 33-15-80 of the South Carolina Code of 1976). 9. At a meeting thereof duly called and held on June 26, 1985, the Board of Directors of the Corporation authorized the adoption of a restatement of the Articles of Incorporation of the Corporation so as to integrate into a single document the text of the Restated Articles of Incorporation, dated November 26, 1980, together with all amendments thereto theretofore adopted, all as provided in Section 33-15-80, as amended, of the South Carolina Business Corporation Act of 1962. 10. At a meeting thereof duly called and held on June 28, 1989, the Board of Directors of the Corporation authorized the adoption of a restatement of the Articles of Incorporation of the Corporation so as to integrate into a single document the text of the Restated Articles of Incorporation, dated June 26, 1985, together with all amendments thereto theretofore adopted, all as provided in Section 33-10-107 of the South Carolina Business Corporation Act of 1988. 11. At a meeting thereof duly called and held on December 15,1993, the Board of Directors of the Corporation authorized the adoption of the following restatement of the Articles of Incorporation of the Corporation so as to integrate into a single document the text of the Restated Articles of Incorporation, dated June 28, 1989, together with all amendments thereto theretofore adopted, all as provided in Section 33-10-107 of the South Carolina Business Corporation Act of 1988. 12. This Restated Articles of Incorporation of the Corporation purports merely to restate but not to change materially the provisions of the aforesaid Restated Articles of Incorporation, dated June 28, 1989, as heretofore amended and supplemented, and there is no material discrepancy between such provisions and the provisions of this Restated Articles of Incorporation. 13. The undersigned Corporation adopts the following Restated Articles of Incorporation, as heretofore amended and supplemented. ARTICLE I The name of the Company is SOUTH CAROLINA ELECTRIC & GAS COMPANY. ARTICLE II The Company shall have perpetual existence and shall have and enjoy all rights and powers accorded by the laws of South Carolina and be subject to all liabilities imposed by such laws. ARTICLE III The principal place of business of the Company shall be Columbia, South Carolina. ARTICLE IV Without limiting the nature of the business which the Company may do as provided in the charters, as amended, of South Carolina Company and Lexington, the general nature of the business which the Company proposes to do is the manufacture, generation, transmission, distribution, purchase and sale, both at wholesale and at retail, of electricity and gas, the sale of electric and gas appliances, and the furnishing of bus transportation service in the City of Columbia and its environs. The general nature of the business provided in the charter, as amended, of South Carolina Company is: A. To construct, acquire by purchase, lease, consolidation, merger or otherwise; to use, operate, maintain, sell, convey, lease or otherwise dispose of, any works, constructions, plants, systems or parts thereof, and any and all rights or other property necessary or appropriate to the production, use, distribution, sale, regulation, control or application of electricity for any purpose whatsoever; to generate electricity by water, steam or other power; to produce, buy, acquire, deal in, use, lease, sell, furnish, transmit and supply electricity in any form and for any purpose whatsoever. B. To purchase, install, deal in, use, sell, lease or otherwise dispose of, machinery, generators, motors, lamps, poles, wires, apparatus, equipment, devices, supplies and articles of every kind pertaining to, or in any wise connected with, the production, use, distribution, regulation, control or application of electricity or electrical apparatus for light, heat, power, railway, manufacturing, and any and all other purposes. C. To build, construct, acquire by purchase, lease, consolidation, merger or otherwise, and operate street railways, motor bus lines and transportation lines for freight and passengers, whether operated by steam, electricity or any other motive power whatsoever, (except those transportation lines classed as railroads) and to sell, convey, lease or otherwise dispose of the same. D. To build, construct, acquire, by purchase, lease, consolidation, merger or otherwise, and to maintain and operate parks, places of amusement and other usual or useful adjuncts to such properties or business, and to sell, convey, lease or otherwise dispose of the same. E. To manufacture, purchase, produce, sell, furnish and distribute for light, heat, power and any other purposes whatsoever, natural or artificial gas and to construct, equip, acquire by purchase, lease, consolidation, merger or otherwise and to own, maintain, operate, sell, convey, lease or otherwise dispose of, all necessary and convenient works, conduits, plants, apparatus and connections for holding, receiving, purifying, manufacturing, selling, utilizing and distributing natural and artificial gas; and to manufacture, purchase, sell or otherwise dispose of chemicals or other products derived wholly or in part from gas or gas works, or in the manufacture of gas, and to purchase, install, manufacture, deal in, use, sell or otherwise handle or dispose of gas fixtures and appliances in any way used or useful in connection with the utilization or distribution of natural or artificial gas. F. To build, construct, acquire by purchase, lease, consolidation, merger or otherwise; to own, equip, maintain and operate telephone and telegraph lines of all kinds and descriptions, and to sell, convey, lease, or otherwise dispose of all necessary and convenient works, plants, apparatus and connections necessary or desirable in connection therewith; and to purchase, manufacture, install, use, sell or otherwise deal in any and all fixtures, appliances or apparatus, useful, necessary or desirable in connection with the installation or operation of telephone or telegraph lines or systems. G. To build, construct, acquire, by purchase, lease, consolidation, merger or otherwise; to own, equip, maintain, operate, sell, convey, lease or otherwise dispose of ice and refrigerating plants and to manufacture, purchase, sell and deal in ice; handling, selling or dealing in the same at retail and/or wholesale. H. To build, construct, acquire by purchase, lease, consolidation, merger or otherwise; to own, equip, hold, operate, maintain, sell, convey, lease or otherwise dispose of water powers, power plants, hydro-electric plants, reservoirs, dams, canals, ditches, flumes, pipe lines and such other works, plants, equipment, appliances and appurtenances as may be necessary, useful or appropriate for impounding, storing, conveying, distributing and utilizing water for power, irrigation, sanitary, domestic, manufacturing and otherwise and to use, supply and otherwise dispose of water for all such uses; and to build, construct, acquire by purchase, lease, consolidation, merger or otherwise; to own, hold, operate, maintain, sell, convey, lease or otherwise dispose of hydraulic and other works, transmission lines, lines for the conveying of electric current for power, lighting, heating or other purposes and transforming and distributing stations and circuits. I. To acquire by purchase, lease, consolidation, merger or otherwise; to hold, use, own, sell, convey, lease or otherwise dispose of rights of way, easements, privileges, grants, consents and franchises, including franchises or special grants or privileges or consents from the State of South Carolina or other States, or from counties, cities and towns situate in South Carolina or other States, for any of the foregoing businesses or purposes. J. To acquire by purchase, lease, consolidation, merger or otherwise; to hold, improve, develop, use, let, sell, convey or otherwise dispose of, real estate and rights and interests in or in respect to real estate or other property; and to exercise the rights of eminent domain in connection with any or all of the objects and purposes for which the company is formed in all respects as such right is now or shall hereafter be authorized by law. K. To purchase, hold, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock or any bonds, securities, obligations or evidences of indebtedness of any other corporation or corporations of this or any other State, and, while owner of such stock, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to issue in exchange for any such shares of capital stock, bonds, securities, obligations or evidences of indebtedness, its stocks, bonds, or other obligations. L. To guarantee the payment of any bonds, debentures or other securities or obligations issued by any company in which this company is interested, and the payment of dividends and interest on any stocks, bonds, debentures or other securities issued by any such corporation. M. The corporation shall have all the powers now or hereafter conferred by the laws of South Carolina on corporations formed for similar objects or purposes, and may carry on any business or operation deemed advantageous, incidental or necessary to any of the purposes or objects hereinbefore enumerated, and, in general, may do whatever a natural person might do in the premises, and may conduct its business in all its branches, not only in the State of South Carolina but in any State, territory, possession or dependency of the United States. N. It is expressly provided that the foregoing shall be construed both as objects and powers, and that the enumeration of specific objects, purposes and powers shall in no wise be held or construed to limit or restrict in any manner the general or incidental powers of the corporation. The general nature of the business provided in the charter, as amended, of Lexington is to erect and maintain power houses for the generation of electric power by steam or water power and to transmit by wire and sell such electric power, to conduct, transact and carry on in all its branches the manufacture, dyeing, finishing and sale of goods of every kind and description made of cotton, wool or other fibrous material, either or both, of all descriptions whatsoever, and any and all kinds of goods, wares and merchandise made of leather, iron, wood or other material, and to buy and sell all material for manufacture and all products of manufacture, and other goods and merchandise; and to erect, maintain, own, lease and operate, or cause to be operated planing mills, grist mills, saw mills, and all other kinds of mill buildings, machine and work shops, stores, dwellings and other business premises, and to do all such things as are necessary and usually incident to the proper conduct of all or any portion of its business as above enumerated; to construct a dam or dams, on its own lands, across the Saluda River, in Lexington County, at Dreher's or Rauch's Shoals, or both, or at other points on their own land, across said river, at which the said river is not now navigable, for the purpose of utilizing the water power at these shoals to generate electricity and for other purposes; and, having first obtained the approval of the County Commissioners of Lexington or other Counties, Lexington shall have the right to erect poles along the public highways of the County or Counties so approving, and hang wires thereon, for the purpose of transmitting electric current from its power plant on the Saluda River to towns and other municipalities and to manufacturing and industrial enterprises. ARTICLE V The total number of shares which the Company shall be authorized to issue, and the number of such shares which shall be Preferred Stock of the par value of $25 per share, issuable in series, Preferred Stock of the par value of $50 per share, issuable in series, Preferred Stock of the par value of $100 per share, issuable in series, and Common Stock of the par value of $4.50 per share is specified in Exhibit A hereto. The relevant information regarding the shares, including classes and series of shares, which the Company shall be authorized to issue, and the designations, relative rights, preferences, and limitations of the shares of each class, and as among the presently established series of Preferred Stock designated as set forth in Exhibit A hereto, and any additional series hereafter established by the Board of Directors of the Company (the "Board of Directors") pursuant to Section B.2 of this Article V, are as follows: A. The Preferred Stock is senior to the Common Stock and the Common Stock is subject to all rights and preferences of the Preferred Stock as herein set forth. B.1. The Preferred Stock shall be issuable in series and shall consist of the authorized but unissued shares undesignated as to series and the authorized and outstanding shares designated as to series specified in Exhibit A hereto. 2. The authorized but unissued shares of the Preferred Stock undesignated as to series may be issued in one or more series which shall be established by the Board of Directors. The authorized number of shares of any such series, the designation of such series, and the relative rights, preferences and limitations as among such series and the series which are designated as set forth in Exhibit A (in those respects in which the shares of one series may vary from the shares of other series as herein provided) shall be fixed and determined at any time prior to the issuance thereof by resolution or resolutions of the Board of Directors. All shares of the same series shall be identical. 3. The Preferred Stock of all series shall be identical except as to the par value (which shall be $25 per share, $50 per share, or $100 per share as specified in Exhibit A hereto) and as to the following relative rights and preferences: (a) The rate of dividends on shares of such series; (b) Whether shares of such series may be redeemed and, if so, the redemption price and the terms and conditions of redemption; (c) The amount payable upon shares of such series in the event of voluntary and involuntary liquidation; (d) Sinking fund provisions, if any, for the redemption or purchase of shares of such series for any sinking fund or purchase fund; (e) The terms and conditions, if any, on which shares of such series may be converted into shares of any other class or series; and (f) The voting rights of the shares of such series. Except as otherwise provided by law, by paragraph 2 of Section G of this Article V, or by the resolutions establishing any series of Preferred Stock in accordance with the provisions of Section B.2 above, whenever the consent or vote or other action on the part of the holders of the Preferred Stock may be required for any purpose, such consent, vote or other action shall be taken by the holders of the Preferred Stock as a single body (unless these Articles or the law of the State of South Carolina specifically provides otherwise), and shall be determined by weighing the vote cast for each share as follows: (i) Each share of the Preferred Stock of the par value of $25 per share shall be entitled to one-quarter of one vote per share; (ii) Each share of the Preferred Stock of the par value of $50 per share identified in Exhibit A hereto as being entitled to one vote per share shall have one vote per share; (iii) Each share of the Preferred Stock of the par value of $50 per share identified in Exhibit A hereto as being entitled to one-half of one vote per share shall have one-half of one vote per share; and (iv) Each share of the Preferred Stock of the par value of $100 per share shall be entitled to one vote per share. C.1. Before any dividend shall be declared or paid upon or set apart for, or any other distribution shall be made or ordered in respect of, the Common Stock and before any sum shall be paid or set apart for or applied to the purchase, redemption or other retirement of stock of the Company of any class, the holders of the Preferred Stock, without preference or priority as between series, shall be entitled to receive out of the assets of the Company available for dividends, but only when and as declared by the Board of Directors, dividends as follows: (a) in the case of the 5% Preferred Stock, at the rate of but not exceeding Two Dollars and Fifty Cents ($2.50) per share per annum from July 1, 1943 in respect of shares issued prior to October 1, 1943 and, in respect of shares issued on and after October 1, 1943, from the quarterly dividend payment date which coincides with or next precedes the date of issue thereof, whichever is later, payable on October 1, 1943 and quarterly thereafter as to shares issued prior to such date and payable as to all other shares thereof on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter, (b) in the case of the 4.60% Cumulative Preferred Stock, at the rate of but not exceeding Two Dollars and Thirty Cents ($2.30) per share per annum from the date of the original issue of the first share thereof, payable on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter, (c) in the case of the 4.50% Cumulative Preferred Stock, at the rate of but not exceeding Two Dollars and Twenty-five Cents ($2.25) per share per annum from the date of the original issue of the first share thereof, payable on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter, (d) in the case of the 4.60% (Series A) Cumulative Preferred Stock, at the rate of but not exceeding Two Dollars and Thirty Cents ($2.30) per share per annum from the date of the original issue of the first share thereof, payable on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter, (e) in the case of the 5.125% Cumulative Preferred Stock, at the rate of but not exceeding Two Dollars and Fifty-six and one-quarter Cents ($2.5625) per share per annum from the date of the original issue of the first share thereof, payable on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter, (f) in the case of the 4.60% (Series B) Cumulative Preferred Stock, at the rate of but not exceeding Two Dollars and Thirty Cents ($2.30) per share per annum from the date of the original issue of the first share thereof, payable on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter, (g) in the case of the 6% Cumulative Preferred Stock, at the rate of but not exceeding Three Dollars ($3.00) per share per annum from the date of the original issue of the first share thereof, payable on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter, (h) in the case of the 9.40% Cumulative Preferred Stock, at the rate of but not exceeding Four Dollars and Seventy Cents ($4.70) per share per annum from the date of the original issue of the first share thereof, payable on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter, (i) in the case of the 8.12% Cumulative Preferred Stock, at the rate of but not exceeding Eight Dollars and Twelve Cents ($8.12) per share per annum from the date of the original issue of the first share thereof, payable on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter, (j) in the case of the 7.70% Cumulative Preferred Stock, at the rate of but not exceeding Seven Dollars and Seventy Cents ($7.70) per share per annum from the date of the original issue of the first share thereof, payable on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter, (k) in the case of the 8.40% Cumulative Preferred Stock, at the rate of but not exceeding Eight Dollars and Forty Cents ($8.40) per share per annum from the date of the original issue of the first share thereof, payable on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter, (l) in the case of the 8.72% Cumulative Preferred Stock, at the rate of but not exceeding Four Dollars and Thirty-six Cents ($4.36) per share per annum from the date of the original issue of the first share thereof, payable on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter, and (m) in the case of any series of Preferred Stock established by the Board of Directors pursuant to Section B.2 of this Article V, at such rate as may be fixed and determined by the resolution or resolutions of the Board of Directors establishing such series from the date of original issue of the first share thereof, payable on the first day of either January, April, July or October, whichever of said days first occurs after the issue thereof, and quarterly thereafter. Such dividends upon the Preferred Stock shall be cumulative from and after the respective dates specified above, so that if dividends, at the rate per share per annum specified for each of the series designated as set forth in (a) through (m) above, and at such rate as may be fixed and determined by the resolution or resolutions adopted by the Board of Directors pursuant to Section B.2 (or its successor) of this Article V in the case of any series of Preferred Stock established by the Board of Directors pursuant to said Section B.2 (or its successor), from the date upon which the dividends thereon became cumulative to the end of the then quarterly dividend period, shall not have been paid or declared and a sum sufficient for the payment thereof set apart, then the amount of the deficiency shall be fully paid, but without interest, or dividends upon said shares in such amount shall be declared and a sum sufficient for the payment thereof set apart, before any dividends shall be declared or paid upon or set apart for, or any other distribution shall be made or ordered in respect of, the Common Stock and before any sum shall be paid or set apart for or applied to the purchase, redemption or retirement of stock of the Company of any class. The holders of the Preferred Stock shall not be entitled to participate in or receive any other or further dividend. 2. In the event that the assets of the Company available for dividends are insufficient to pay or to justify making provision for the payment of the full quarterly dividend on the Preferred Stock of all series then outstanding or in the event of arrearages thereon, the Company shall, so long as Preferred Stock of more than one series is outstanding, make dividend payments ratably, to the extent declared, upon all outstanding shares of Preferred Stock of all series then outstanding in proportion to the amount of the cumulative dividends (including arrears, if any) to which each outstanding share of Preferred Stock of each series is entitled upon the date of such dividend payment. 3. After the requirements in respect of the dividends upon the Preferred Stock, as herein before set forth, to the end of the then current quarterly dividend period for said stock shall have been met, and subject to any Purchase Fund or Sinking Fund provisions heretofore or hereafter fixed and determined for any series of Preferred Stock pursuant to this Article V, the holders of the Common Stock shall be entitled to receive out of the remaining assets of the Company available for dividends, such dividends as may from time to time be declared by the Board of Directors, subject, however, so long as any shares of Preferred Stock shall be outstanding, to the following restrictions: (a) no dividends shall be paid on the Common Stock if after such dividend the aggregate amount of such dividends paid since December 31, 1945, exceeds the sum of the aggregate amount credited to earned surplus subsequent to December 31, 1945, less the aggregate amount charged to earned surplus subsequent to December 31, 1945, otherwise than with respect to any such dividends, provided, however, that no charge shall be made to capital surplus accumulated prior to January 1, 1946 or to earned surplus accumulated prior to January 1, 1946 except that the Company may make charges to earned surplus accumulated prior to January 1, 1946 or to capital surplus accumulated prior to January 1, 1946 (i) for the write-down or write-off of any portion of the Company's Electric Plant which may be classified as Electric Plant Adjustment or any portion of the Company's other utility plant which may be classified as plant adjustment or plant acquisition adjustment, which write-down or write-off the Company is required to make pursuant to an order of the South Carolina Public Service Commission or of the Federal Power Commission entered in connection with the determination of the "Original Cost", or (ii) for the write-down or write-off of any portion of the Company's Electric Plant which may be classified as Electric Plant Acquisition Adjustment or Electric Plant Adjustment, which write-down or write-off the Company is required to make pursuant to an order of the Federal Power Commission entered in connection with the determination of the "Actual Legitimate Original Cost" of the properties of the Company, and (b) if and so long as the Common Stock Equity, as hereinafter defined, at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than twenty per centum (20%) of Total Capitalization, as defined, the Company shall not declare dividends on the Common Stock in an amount which, together with all other dividends on Common Stock declared within the year ending with (and including) the date of such dividend declaration, exceeds fifty per centum (50%) of the Net Income of the Company Available for Dividends on the Common Stock, as defined, for the twelve full calendar months immediately preceding the month in which such dividends are declared, and (c) if and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than twenty-five per centum (25%) but not less than twenty per centum (20%) of Total Capitalization, the Company shall not declare dividends on the Common Stock in an amount which, together with all other dividends on Common Stock declared subsequent to December 31, 1945, exceeds seventy-five per centum (75%) of Net Income of the Company Available for Dividends on the Common Stock for the period from December 31, 1945 to and including the end of the calendar month immediately preceding the month in which such dividends are declared, and (d) at any time when the Common Stock Equity is twenty- five per centum (25%) or more of Total Capitalization, the Company may not pay dividends on shares of the Common Stock which would reduce the Common Stock Equity below twenty-five per centum (25%) of Total Capitalization; provided, however, that even though the payment of such dividends would reduce the Common Stock Equity below twenty-five per centum (25%) of Total Capitalization, such dividends may be declared to the extent that the same, together with all dividends on Common Stock declared subsequent to December 31, 1945, do not exceed seventy-five per centum (75%) of the Net Income of the Company Available for Dividends on the Common Stock for the period from December 31, 1945 to and including the end of the calendar month immediately preceding the month in which such dividends are declared. In computing the amount available for any dividend, distribution, purchase or acquisition, charges and credits to earned surplus shall be made in accordance with sound accounting practice. 4. For the purpose of this Section C of Article V: The word "dividends" when used with reference to the Common Stock shall include dividends or other distributions on or the purchase or other acquisition for value of shares of Common Stock, but shall not include any portion of dividends payable in shares of the Common Stock. The term "Common Stock Equity" shall mean the sum of the amount of the par or stated value of the issued and outstanding shares of the Common Stock and the surplus (including capital or paid-in surplus) and premium on Common Stock of the Company less the amount known, or estimated if not known, to represent the excess, if any, of recorded value over original cost of used and useful utility plant and other property, and less any items set forth on the asset side of the balance sheet as a result of accounting convention such as unamortized debt discount and expense, capital stock discount and expense, and the excess, if any, of the aggregate amount payable on involuntary dissolution, liquidation or winding up of the Company upon all outstanding shares of Preferred Stock of all series over the aggregate par value of such shares, unless such amount or items so to be deducted in the determination of the Common Stock Equity are being amortized, depreciated, or otherwise disposed of. The term "Total Capitalization" shall mean the aggregate of the par value of the issued and outstanding shares of stock of all classes of the Company and the surplus (including capital or paid-in surplus) and premium on capital stock of the Company, plus the principal amount of all outstanding debt maturing more than twelve months from the date of the determination of Total Capitalization. The term "Net Income of the Company Available for Dividends on the Common Stock" shall mean, for any twelve months' period, or for the period from December 31, 1945 to the date as of which such net income is being determined, as the case may be, an amount equal to the sum of the operating revenues and income from investments and other miscellaneous income for such period, less all deductions (including accruals) for operating expenses for such period, including maintenance and provision for depreciation or amortization, income and excess profits and other taxes, interest charges, other amortization charges and other income deductions (provided, however, that no deduction shall be made with respect to the appropriation in the amount of $500,000 made in May, 1948 to create a reserve to partly provide for the excess of cost of investment in South Carolina Power Company over its underlying book value at date of acquisition by the Company), all as shall be determined in accordance with sound accounting practice, and less also current and accrued dividends on all outstanding shares of stock of the Company ranking prior to the Common Stock as to dividends or assets. For the purpose of determining Net Income of the Company Available for Dividends on the Common Stock the deduction on account of provision for depreciation on all the property of the Company shall be in the amount therefor shown on the books of the Company but, with respect to property of the Company other than the Company's motor coach transportation property, shall not be less than 15% of the gross operating revenues of the Company derived from the sale of electricity and manufactured or natural gas during such period after deducting from such revenues an amount equal to the aggregate cost of electricity or manufactured or natural gas purchased during such period for the purpose of resale in connection with the operation of the Company's operating property, less an amount equal to the aggregate of the charges to operating expense during such period for current repairs and maintenance of such operating property. 5. If at the time when any calculation of Common Stock Equity, Total Capitalization or Net Income of the Company Available for Dividends on the Common Stock is required to be made, the Company shall have one or more subsidiaries whose accounts may properly be consolidated with the accounts of the Company, such calculation shall be made for the Company with such subsidiaries on a consolidated basis in accordance with sound accounting practice. 6. Anything herein contained to the contrary notwithstanding, the rights of the holders of all classes of stock of the Company in respect of dividends shall at all times be subject to the power of the Board of Directors from time to time to set aside such reserves and/or to make such other provisions, if any, for working capital and for additions and improvements to fixed properties and equipment as said Board shall deem to be necessary or advisable. D. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any reduction of its capital stock resulting in any distribution of its assets to its stockholders, the holders of the Preferred Stock, without preference or priority as between series, shall be entitled to receive out of the assets of the Company, whether from capital, from surplus or from earnings, available for distribution to its stockholders, before any amount shall be paid to the holders of the Common Stock, a sum per share equal to the par value per share, plus, in the case of any distribution resulting from a reduction of capital stock or in the event that such dissolution, liquidation or winding up shall have been voluntary, (a) in the case of the 5% Preferred Stock a premium of Two Dollars and Fifty Cents ($2.50) per share, (b) in the case of the presently designated series of Preferred Stock as set forth in Exhibit A hereto a premium per share in an amount equal to the difference between the par value per share and the then redemption price per share as provided in Section E of this Article V, and (c) in the case of any series of Preferred Stock established by the Board of Directors pursuant to Section B.2 (or its successor) of this Article V, a premium in an amount equal to the difference between the par value per share and the redemption price per share of shares of such series fixed and determined by the resolution or resolutions of the Board of Directors establishing such series, in effect at the time of such voluntary dissolution, liquidation or winding up, and in addition thereto, in all cases, an amount which, together with the aggregate of the dividends previously paid upon such share, will be equal, in the case of all presently designated series as set forth in Exhibit A hereto, to the annual dividend rate for such series (but without interest) as set forth in 1(a) through 1(m) of Section C.1 of this Article V, from the date upon which the dividends thereon became cumulative to the date of the distribution upon such liquidation or dissolution or winding up or reduction, and the holders of the Preferred Stock shall not be entitled to any other or further distribution. If the assets of the Company available for distribution to the holders of the Preferred Stock shall be insufficient to permit the payment in full of the sums payable as aforesaid to the holders of all the outstanding shares of Preferred Stock of all series then outstanding upon such liquidation or dissolution or winding up or reduction, all such assets of the Company shall be distributed ratably among the holders of all the outstanding shares of Preferred Stock of all series then outstanding, without preference or priority as between series, in proportion to the full preferential amount (including cumulative dividends and premiums, if any) which each such share would be entitled to receive, if such assets were sufficient to permit distribution in full as aforesaid. The redemption by the Company of its Preferred Stock of any series or the purchase of shares of its Preferred Stock of any series or of its Common Stock in any manner permitted by law shall not for the purpose of this Section D be regarded as a liquidation, dissolution or winding up of the Company or as a reduction of its capital; provided that, except as provided in any Purchase Fund or Sinking Fund provisions heretofore or hereafter fixed and determined for any series of Preferred Stock pursuant to this Article V, the Company shall not, so long as any shares of Preferred Stock remain outstanding, purchase any of its Preferred Stock or Common Stock otherwise than out of earned surplus or net profits of the Company at the time available for payment of dividends on its Common Stock or from the proceeds received within a period of six (6) months prior to such purchase from the sale of stock of any class subordinate to the Preferred Stock both as to dividends and assets. Nothing in this Section D contained, however, shall prevent the Company from acquiring its Preferred Stock of any series for retirement by the exchange therefor of any class of stock of the Company which is now or hereafter may be lawfully authorized. A consolidation or merger of the Company with, or into, any other corporation or corporations, or a consolidation or merger of any other corporation or corporations into the Company, or a sale or transfer of substantially all of its assets as an entirety, shall not be regarded as a liquidation, dissolution or winding up of the Company within the meaning of this Section D. A dividend or distribution to stockholders from net profits or surplus earned after the date of any such reduction of capital stock as does not result in any distribution of assets to holders of its Common Stock, or the purchase or redemption of Preferred Stock of any series or of Common Stock by the application of such net profits or surplus, shall not be deemed to be a distribution resulting from such reduction. After payment in full of the sums hereinabove stated to be payable in respect of the Preferred Stock upon any such liquidation, dissolution, winding up, reduction or other distribution, then the remaining assets of the Company available for distribution to the stockholders shall be distributed ratably among the holders of the Common Stock. 1. On October 1, 1951 and on October 1 in each year thereafter so long as any of the 4.60% Cumulative Preferred Stock shall remain outstanding, the Company shall, subject to the provisions of Section C of this Article, set aside as a Purchase Fund for the 4.60% Cumulative Preferred Stock (herein called the "Purchase Fund") an amount equal to 2-1/2% of the aggregate par value of the largest number of shares of 4.60% Cumulative Preferred Stock at any time theretofore outstanding; provided, however, that amounts set aside for Purchase Funds heretofore or hereafter established for the several series of Preferred Stock shall be set aside without preference or priority as between series so that if at any time there shall be a deficiency (including any amount then required to be set aside) in the Purchase Funds for two or more series of Preferred Stock, any satisfaction of such deficiencies shall be made simultaneously for such two or more Purchase Funds in proportion to the amounts of the respective deficiencies therein. On or before each such October 1 the Company shall in writing, addressed to all holders of record of the 4.60% Cumulative Preferred Stock, invite tenders of 4.60% Cumulative Preferred Stock at the par value thereof, plus an amount equal to accrued dividends to the next succeeding October 31, in an amount sufficient to exhaust the moneys so set aside in the Purchase Fund. The invitations for tenders shall specify how tenders shall be made and how notification of acceptance thereof will be given. Tenders may be made on or before October 25, in each year. If the par value of the shares of 4.60% Cumulative Preferred Stock tendered in response to any such invitation aggregates more than the amount available in the Purchase Fund such tenders shall be accepted pro rata in proportion to the total number of shares of 4.60% Cumulative Preferred Stock tendered respectively by the holders thereof who shall have made such tenders, provided that in any event, each holder of 4.60% Cumulative Preferred Stock shall be entitled to tender and to have purchased by the Company on each such invitation, at least the number of shares of the 4.60% Cumulative Preferred Stock held by such holder which bears the same ratio to the total number of shares to be purchased pursuant to the invitation as the number of shares held of record by such holder at the close of business on the last business day before the date of such invitation, bears to the total number of shares of 4.60% Cumulative Preferred Stock then outstanding. Tenders shall be accepted of sufficient shares of 4.60% Cumulative Preferred Stock to exhaust all of the moneys in the Purchase Fund. Payment for 4.60% Cumulative Preferred Stock for which tenders shall have been accepted shall be made on the October 31 following the last day for the making of tenders. To the extent that tenders in any year are not made in an amount sufficient to exhaust all of the moneys so held in the Purchase Fund, such excess moneys in the Purchase Fund for that year shall be released from the Purchase Fund and become free funds to the Company. The obligation to set aside amounts in the Purchase Fund shall be cumulative, so that if, on October 1 of each year cash in the required amount shall not have been set aside in full, the amount of the deficiency shall be added to the Purchase Fund for the next succeeding year until the total aggregate amount which shall have been set aside in such Purchase Fund, and used or released to the Company in accordance with the provisions of this Section D.1, shall equal 2-1/2% of the aggregate par value of the largest number of shares of 4.60% Cumulative Preferred Stock at any time theretofore outstanding, multiplied by the number of twelve month periods which shall have elapsed since October 1, 1950. No dividends shall be declared or paid upon or set apart for any shares of Common Stock or any sums applied to the purchase, redemption or other retirement of Common Stock, so long as any such deficiency shall exist in the Purchase Fund. Amounts to satisfy any such deficiency in the Purchase Fund, in whole or in part, may be set aside in the Purchase Fund at any time, for application in the manner aforesaid on the next succeeding October 1, provided however, that if at any time between any October 31 and July I of the following year the amount so set aside in the Purchase Fund shall aggregate $30,000 or more, the Company shall immediately invite tenders of 4.60% Cumulative Preferred Stock in the manner aforesaid, in an amount sufficient to exhaust the moneys in the Purchase Fund, at the par value thereof plus an amount equal to accrued dividends to a date which shall be thirty days from the date of such invitation, the invitation to remain open for twenty-five days; and on or before the thirtieth day following the date of such invitation, the Company shall accept tenders and make payment for 4.60% Cumulative Preferred Stock tendered, at the pace aforesaid in the same manner as above provided with respect to moneys set aside in the Purchase Fund on October 1 in each year, and to the extent that tenders are not made in an amount sufficient to exhaust the moneys so held in the Purchase Fund, such moneys shall likewise be released from the Purchase Fund and become free funds to the Company. Amounts equal to accrued dividends on 4.60% Cumulative Preferred Stock purchased through the Purchase Fund shall be paid by the Company by the use of moneys not in the Purchase Fund, and shall not be charged to the Purchase Fund. Shares of 4.60% Cumulative Preferred Stock purchased through the Purchase Fund shall be cancelled and shall not be reissued. 2. On June 1, 1957 and on June 1 in each year thereafter so long as any of the 4.50% Cumulative Preferred Stock shall remain outstanding, the Company shall, subject to the provisions of Section C of this Article, set aside as a Purchase Fund for the 4.50% Cumulative Preferred Stock (herein called the "4.50% Preferred Stock Purchase Fund") an amount equal to 2% of the aggregate par value of the largest number of shares of 4.50% Cumulative Preferred Stock at any time theretofore outstanding; provided, however, that amounts set aside for Purchase Funds heretofore or hereafter established for the several series of Preferred Stock shall be set aside without preference or priority as between series so that if at any time there shall be a deficiency (including any amount then required to be set aside) in the Purchase Funds for two or more series of Preferred Stock, any satisfaction of such deficiencies shall be made simultaneously for such two or more Purchase Funds in proportion to the amounts of the respective deficiencies therein. On or before each such June 1 the Company shall in writing, addressed to all holders of record of the 4.50% Cumulative Preferred Stock, invite tenders of 4.50% Cumulative Preferred Stock at the par value thereof, plus an amount equal to accrued dividends to the next succeeding June 30, in an amount sufficient to exhaust the moneys so set aside in the 4.50% Preferred Stock Purchase Fund. The invitations for tenders shall specify how tenders shall be made and how notification of acceptance thereof will be given. Tenders may be made on or before June 25, in each year. If the par value of the shares of 4.50% Cumulative Preferred Stock tendered in response to any such invitation aggregates more than the amount available in the 4.50% Preferred Stock Purchase Fund such tenders shall be accepted pro rata (as nearly as practicable without the purchase or issuance of fractional shares or scrip therefor) in proportion to the total number of shares of 4.50% Cumulative Preferred Stock tendered respectively by the holders thereof who shall have made such tenders, provided that in any event, each holder of 4.50% Cumulative Preferred Stock shall be entitled to tender and to have purchased by the Company on each such invitation, at least the number of shares (as nearly as practicable without the purchase or issuance of fractional shares or scrip therefor) of the 4.50% Cumulative Preferred Stock held by such holder which bears the same ratio to the total number of shares to be purchased pursuant to the invitation as the number of shares held of record by such holder at the close of business on the last business day before the date of such invitation, bears to the total number of shares of 4.50% Cumulative Preferred Stock then outstanding. Tenders shall be accepted of sufficient shares of 4.50% Cumulative Preferred Stock to exhaust all of the moneys in the 4.50% Preferred Stock Purchase Fund. Payment for 4.50% Cumulative Preferred Stock for which tenders shall have been accepted shall be made on the June 30 following the last day for the making of tenders. To the extent that tenders in any year are not made in an amount sufficient to exhaust all of the moneys so held in the 4.50% Preferred Stock Purchase Fund, such excess moneys in the 4.50% Preferred Stock Purchase Fund for that year shall be released from the 4.50% Preferred Stock Purchase Fund and become free funds to the Company. The obligation to set aside amounts in the 4.50% Preferred Stock Purchase Fund shall be cumulative, so that if, on June 1 of each year cash in the required amount shall not have been set aside in full, the amount of the deficiency shall be added to the 4.50% Preferred Stock Purchase Fund for the next succeeding year until the total aggregate amount which shall have been set aside in such 4.50% Preferred Stock Purchase Fund, and used or released to the Company in accordance with the provisions of this Section D.2, shall equal 2% of the aggregate par value of the largest number of shares of 4.50% Cumulative Preferred Stock at any time theretofore outstanding, multiplied by the number of twelve month periods which shall have elapsed since June 1, 1956. No dividends shall be declared or paid upon or set apart for any shares of Common Stock or any sums applied to the purchase, redemption or other retirement of Common Stock, so long as any such deficiency shall exist in the 4.50% Preferred Stock Purchase Fund. Amounts to satisfy any such deficiency in the 4.50% Preferred Stock Purchase Fund, in whole or in part, may be set aside in the 4.50% Preferred Stock Purchase Fund at any time, for application in the manner aforesaid on the next succeeding June 1, provided however, that if at any time between any June 30 and March 1 of the following year the amount so set aside in the 4.50% Preferred Stock Purchase Fund shall aggregate $40,000 or more, the Company shall immediately invite tenders of 4.50% Cumulative Preferred Stock in the manner aforesaid, in an amount sufficient to exhaust the moneys in the 4.50% Preferred Stock Purchase Fund, at the par value thereof plus an amount equal to accrued dividends to a date which shall be thirty days from the date of such invitation, the invitation to remain open for twenty-five days; and on or before the thirtieth day following the date of such invitation, the Company shall accept tenders and make payment for 4.50% Cumulative Preferred Stock tendered, at the price aforesaid in the same manner as above provided with respect to moneys set aside in the 4.50% Preferred Stock Purchase Fund on June 1 in each year, and to the extent that tenders are not made in an amount sufficient to exhaust the moneys so held in the 4.50% Preferred Stock Purchase Fund such moneys shall likewise be released from the 4.50% Preferred Stock Purchase Fund and become free funds to the Company. Amounts equal to accrued dividends on 4.50% Cumulative Preferred Stock purchased through the 4.50% Preferred Stock Purchase Fund shall be paid by the Company by the use of moneys not in the 4.50% Preferred Stock Purchase Fund, and shall not be charged to the 4.50% Preferred Stock Purchase Fund. Shares of 4.50% Cumulative Preferred Stock purchased through the 4.50% Preferred Stock Purchase Fund shall be cancelled and shall not be reissued. 3. On June 1, 1958 and on June 1 in each year thereafter so long as any of the 4.60% (Series A) Cumulative Preferred Stock shall remain outstanding, the Company shall, subject to the provisions of Section C of this Article, set aside as a Purchase Fund for the 4.60% (Series A) Cumulative Preferred Stock (herein called the "4.60% (Series A) Preferred Stock Purchase Fund") an amount equal to 2% of the aggregate par value of the largest number of shares of 4.60% (Series A) Cumulative Preferred Stock at any time theretofore outstanding; provided, however, that amounts set aside for Purchase Funds heretofore or hereafter established for the several series of Preferred Stock shall be set aside without preference or priority as between series so that if at any time there shall be a deficiency (including any amount then required to be set aside) in the Purchase Funds for two or more series of Preferred Stock, any satisfaction of such deficiencies shall be made simultaneously for such two or more Purchase Funds in proportion to the amounts of the respective deficiencies therein. On or before each such June 1 the Company shall in writing, addressed to all holders of record of the 4.60% (Series A) Cumulative Preferred Stock, invite tenders of 4.60% (Series A) Cumulative Preferred Stock at the par value thereof, plus an amount equal to accrued dividends to the next succeeding June 30, in an amount sufficient to exhaust the moneys so set aside in the 4.60% (Series A) Preferred Stock Purchase Fund. The invitations for tenders shall specify how tenders shall be made and how notification of acceptance thereof will be given. Tenders may be made on or before June 25, in each year. If the par value of the shares of 4.60% (Series A) Cumulative Preferred Stock tendered in response to any such invitation aggregates more than the amount available in the 4.60% (Series A) Preferred Stock Purchase Fund such tenders shall be accepted pro rata (as nearly as practicable without the purchase or issuance of fractional shares or scrip therefor) in proportion to the total number of shares of 4.60% (Series A) Cumulative Preferred Stock tendered respectively by the holders thereof who shall have made such tenders, provided that in any event, each holder of 4.60% (Series A) Cumulative Preferred Stock shall be entitled to tender and to have purchased by the Company on each such invitation, at least the number of shares (as nearly as practicable without the purchase or issuance of fractional shares or scrip therefor) of the 4.60% (Series A) Cumulative Preferred Stock held by such holder which bears the same ratio to the total number of shares to be purchased pursuant to the invitation as the number of shares held of record by such holder at the close of business on the last business day before the date of such invitation, bears to the total number of shares of 4.60% (Series A) Cumulative Preferred Stock then outstanding. Tenders shall be accepted of sufficient shares of 4.60% (Series A) Cumulative Preferred Stock to exhaust all of the moneys in the 4.60% (Series A) Preferred Stock Purchase Fund. Payment for 4.60% (Series A) Cumulative Preferred Stock for which tenders shall have been accepted shall be made on the June 30 following the last day for the making of tenders. To the extent that tenders in any year are not made in an amount sufficient to exhaust all of the moneys so held in the 4.60% (Series A) Preferred Stock Purchase Fund, such excess moneys in the 4.60% (Series A) Preferred Stock Purchase Fund for that year shall be released from the 4.60% (Series A) Preferred Stock Purchase Fund and become free funds to the Company. The obligation to set aside amounts in the 4.60% (Series A) Preferred Stock Purchase Fund shall be cumulative, so that if, on June I of each year cash in the required amount shall not have been set aside in full, the amount of the deficiency shall be added to the 4.60% (Series A) Preferred Stock Purchase Fund for the next succeeding year until the total aggregate amount which shall have been set aside in such 4.60% (Series A) Preferred Stock Purchase Fund, and used or released to the Company in accordance with the provisions of this Section D.3, shall equal 2% of the aggregate par value of the largest number of shares of 4.60% (Series A) Cumulative Preferred Stock at any time theretofore outstanding, multiplied by the number of twelve month periods which shall have elapsed since June 1, 1957. No dividends shall be declared or paid upon or set apart for any shares of Common Stock or any sums applied to the purchase, redemption or other retirement of Common Stock, so long as any such deficiency shall exist in the 4.60% (Series A) Preferred Stock Purchase Fund. Amounts to satisfy any such deficiency in the 4.60% (Series A) Preferred Stock Purchase Fund, in whole or in part, may be set aside in the 4.60% (Series A) Preferred Stock Purchase Fund at any time, for application in the manner aforesaid on the next succeeding June 1, provided however, that if at any time between any June 30 and March I of the following year the amount so set aside in the 4.60% (Series A) Preferred Stock Purchase Fund shall aggregate $50,000 or more, the Company shall immediately invite tenders of 4.60% (Series A) Cumulative Preferred Stock in the manner aforesaid, in an amount sufficient to exhaust the moneys in the 4.60% (Series A) Preferred Stock Purchase Fund, at the par value thereof plus an amount equal to accrued dividends to a date which shall be thirty days from the date of such invitation, the invitation to remain open for twenty-five days; and on or before the thirtieth day following the date of such invitation, the Company shall accept tenders and make payment for 4.60% (Series A) Cumulative Preferred Stock tendered, at the price aforesaid in the same manner as above provided with respect to moneys set aside in the 4.60% (Series A) Preferred Stock Purchase Fund on June 1 in each year, and to the extent that tenders are not made in an amount sufficient to exhaust the moneys so held in the 4.60% (Series A) Preferred Stock Purchase Fund, such moneys shall likewise be released from the 4.60% (Series A) Preferred Stock Purchase Fund and become free funds to the Company. Amounts equal to accrued dividends on 4.60% (Series A) Cumulative Preferred Stock purchased through the 4.60% (Series A) Preferred Stock Purchase Fund shall be paid by the Company by the use of moneys not in the 4.60% (Series A) Preferred Stock Purchase Fund, and shall not be charged to the 4.60% (Series A) Preferred Stock Purchase Fund. Shares of 4.60% (Series A) Cumulative Preferred Stock purchased through the 4.60% (Series A) Preferred Stock Purchase Fund shall be cancelled and shall not be reissued. 4. On April 1, 1963 and on April 1 in each year thereafter so long as any of the 5.125% Cumulative Preferred Stock shall remain outstanding, the Company shall, subject to the provisions of Section C of this Article, set aside as a Purchase Fund for the 5.125% Cumulative Preferred Stock (herein called the "5.125% Preferred Stock Purchase Fund") an amount equal to 1% of the aggregate par value of the largest number of shares of 5.125% Cumulative Preferred Stock at any time theretofore outstanding; provided, however, that amounts set aside for Purchase Funds heretofore or hereafter established for the several series of Preferred Stock shall be set aside without preference or priority as between series so that if at any time there shall be a deficiency (including any amount then required to be set aside) in the Purchase Funds for two or more series of Preferred Stock, any satisfaction of such deficiencies shall be made simultaneously for such two or more Purchase Funds in proportion to the amounts of the respective deficiencies therein. On or before each such April 1 the Company shall in writing, addressed to all holders of record of the 5.125% Cumulative Preferred Stock, invite tenders of 5.125% Cumulative Preferred Stock at the par value thereof, plus an amount equal to accrued dividends to the next succeeding April 30, in an amount sufficient to exhaust the moneys so set aside in the 5.125% Preferred Stock Purchase Fund. The invitations for tenders shall specify how tenders shall be made and how notification of acceptance thereof will be given. Tenders may be made on or before April 25, in each year. If the par value of the shares of 5.125% Cumulative Preferred Stock tendered in response to any such invitation aggregates more than the amount available in the 5.125% Preferred Stock Purchase Fund such tenders shall be accepted pro rata (as nearly as practicable without the purchase or issuance of fractional shares or scrip therefor) in proportion to the total number of shares of 5.125% Cumulative Preferred Stock tendered respectively by the holders thereof who shall have made such tenders, provided that in any event, each holder of 5.125% Cumulative Preferred Stock shall be entitled to tender and to have purchased by the Company on each such invitation, at least the number of shares (as nearly as practicable without the purchase or issuance of fractional shares or scrip therefor) of the 5.125% Cumulative Preferred Stock held by such holder which bears the same ratio to the total number of shares to be purchased pursuant to the invitation as the number of shares held of record by such holder at the close of business on the last business day before the date of such invitation, bears to the total number of shares of 5.125% Cumulative Preferred Stock then outstanding. Tenders shall be accepted of sufficient shares of 5.125% Cumulative Preferred Stock to exhaust all of the moneys in the 5.125% Preferred Stock Purchase Fund. Payment for 5.125% Cumulative Preferred Stock for which tenders shall have been accepted shall be made on the April 30 following the last day for the making of tenders. To the extent that tenders in any year are not made in an amount sufficient to exhaust all of the moneys so held in the 5.125% Preferred Stock Purchase Fund, such excess moneys in the 5.125% Preferred Stock Purchase Fund for that year shall be released from the 5.125% Preferred Stock Purchase Fund and become free funds to the Company. The obligation to set aside amounts in the 5.125% Preferred Stock Purchase Fund shall be cumulative, so that if, on April 1 of each year cash in the required amount shall not have been set aside in full, the amount of the deficiency shall be added to the 5.125% Preferred Stock Purchase Fund for the next succeeding year until the total aggregate amount which shall have been set aside in such 5.125% Preferred Stock Purchase Fund, and used or released to the Company in accordance with the provisions of this Section D.4, shall equal 1% of the aggregate par value of the largest number of shares of 5.125% Cumulative Preferred Stock at any time theretofore outstanding, multiplied by the number of twelve month periods which shall have elapsed since April 1, 1962. No dividends shall be declared or paid upon or set apart for any shares of Common Stock or any sums applied to the purchase, redemption or other retirement of Common Stock, so long as any such deficiency shall exist in the 5.125% Preferred Stock Purchase Fund. Amounts to satisfy any such deficiency in the 5.125% Preferred Stock Purchase Fund, in whole or in part, may be set aside in the 5.125% Preferred Stock Purchase Fund at any time, for application in the manner aforesaid on the next succeeding April 1, provided however, that if at any time between any April 30 and January 1 of the following year the amount so set aside in the 5.125% Preferred Stock Purchase Fund shall aggregate $50,000 or more, the Company shall immediately invite tenders of 5.125% Cumulative Preferred Stock in the manner aforesaid, in an amount sufficient to exhaust the moneys in the 5.125% Preferred Stock Purchase Fund, at the par value thereof plus an amount equal to accrued dividends to a date which shall be thirty days from the date of such invitation, the invitation to remain open for twenty-five days; and on or before the thirtieth day following the date of such invitation, the Company shall accept tenders and make payment for 5.125% Cumulative Preferred Stock tendered, at the price aforesaid in the same manner as above provided with respect to moneys set aside in the 5.125% Preferred Stock Purchase Fund on April I in each year, and to the extent that tenders are not made in an amount sufficient to exhaust the moneys so held in the 5.125% Preferred Stock Purchase Fund, such moneys shall likewise be released from the 5.125% Preferred Stock Purchase Fund and become free funds to the Company. Amounts equal to accrued dividends on 5.125% Cumulative Preferred Stock purchased through the 5.125% Preferred Stock Purchase Fund shall be paid by the Company by the use of moneys not in the 5.125% Preferred Stock Purchase Fund, and shall not be charged to the 5.125% Preferred Stock Purchase Fund. Shares of 5.125% Cumulative Preferred Stock purchased through the 5.125% Preferred Stock Purchase Fund shall be cancelled and shall not be reissued. 5. On March 1, 1968 and on March 1 in each year thereafter so long as any of the 4.60% (Series B) Cumulative Preferred Stock shall remain outstanding, the Company shall, subject to the provisions of Section C of this Article, set aside as a Purchase Fund for the 4.60% (Series B) Cumulative Preferred Stock (herein called the "4.60% (Series B) Preferred Stock Purchase Fund") an amount equal to 2% of the aggregate par value of the largest number of shares of 4.60% (Series B) Cumulative Preferred Stock at any time theretofore outstanding; provided, however, that amounts set aside for Purchase Funds heretofore or hereafter established for the several series of Preferred Stock shall be set aside without preference or priority as between series so that if at any time there shall be a deficiency (including any amount then required to be set aside) in the Purchase Funds for two or more series of Preferred Stock, any satisfaction of such deficiencies shall be made simultaneously for such two or more Purchase Funds in proportion to the amounts of the respective deficiencies therein. On or before each such March 1 the Company shall in writing, addressed to all holders of record of the 4.60% (Series B) Cumulative Preferred Stock, invite tenders of 4.60% (Series B) Cumulative Preferred Stock at the par value thereof, plus an amount equal to accrued dividends to the next succeeding March 31, in an amount sufficient to exhaust the moneys so set aside in the 4.60% (Series B) Preferred Stock Purchase Fund. The invitations for tenders shall specify how tenders shall be made and how notification of acceptance thereof will be given. Tenders may be made on or before March 25, in each year. If the par value of the shares of 4.60% (Series B) Cumulative Preferred Stock tendered in response to any such invitation aggregates more than the amount available in the 4.60% (Series B) Preferred Stock Purchase Fund such tenders shall be accepted pro rata (as nearly as practicable without the purchase or issuance of fractional shares or scrip therefor) in proportion to the total number of shares of 4.60% (Series B) Cumulative Preferred Stock tendered respectively by the holders thereof who shall have made such tenders, provided that in any event, each holder of 4.60% (Series B) Cumulative Preferred Stock shall be entitled to tender and to have purchased by the Company on each such invitation, at least the number of shares (as nearly as practicable without the purchase or issuance of fractional shares or scrip therefor) of the 4.60% (Series B) Cumulative Preferred Stock held by such holder which bears the same ratio to the total number of shares to be purchased pursuant to the invitation as the number of shares held of record by such holder at the close of business on the last business day before the date of such invitation, bears to the total number of shares of 4.60% (Series B) Cumulative Preferred Stock then outstanding. Tenders shall be accepted of sufficient shares of 4.60% (Series B) Cumulative Preferred Stock to exhaust all of the moneys in the 4.60% (Series B) Preferred Stock Purchase Fund. Payment for 4.60% (Series B) Cumulative Preferred Stock for which tenders shall have been accepted shall be made on the March 31 following the last day for the making of tenders. To the extent that tenders in any year are not made in an amount sufficient to exhaust all of the moneys so held in the 4.60% (Series B) Preferred Stock Purchase Fund, such excess moneys in the 4.60% (Series B) Preferred Stock Purchase Fund for that year shall be released from the 4.60% (Series B) Preferred Stock Purchase Fund and become free funds to the Company. The obligation to set aside amounts in the 4.60% (Series B) Preferred Stock Purchase Fund shall be cumulative, so that if, on March 1 of each year cash in the required amount shall not have been set aside in full, the amount of the deficiency shall be added to the 4.60 % (Series B) Preferred Stock Purchase Fund for the next succeeding year until the total aggregate amount which shall have been set aside in such 4.60% (Series B) Preferred Stock Purchase Fund, and used or released to the Company in accordance with the provisions of this Section D.5, shall equal 2% of the aggregate par value of the largest number of shares of 4.60% (Series B) Cumulative Preferred Stock at any time theretofore outstanding, multiplied by the number of twelve month periods which shall have elapsed since March 1, 1967. No dividends shall be declared or paid upon or set apart for any shares of Common Stock or any sums applied to the purchase, redemption or other retirement of Common Stock, so long as any such deficiency shall exist in the 4.60% (Series B) Preferred Stock Purchase Fund. Amounts to satisfy any such deficiency in the 4.60% (Series B) Preferred Stock Purchase Fund, in whole or in part, may be set aside in the 4.60% (Series B) Preferred Stock Purchase Fund at any time, for application in the manner aforesaid on the next succeeding March 1, provided however, that if at any time between March 31 and December 1 of any year the amount so set aside in the 4.60% (Series B) Preferred Stock Purchase Fund shall aggregate $85,000 or more, the Company shall immediately invite tenders of 4.60% (Series B) Cumulative Preferred Stock in the manner aforesaid, in an amount sufficient to exhaust the moneys in the 4.60% (Series B) Preferred Stock Purchase Fund, at the par value thereof plus an amount equal to accrued dividends to a date which shall be thirty days from the date of such invitation, the invitation to remain open for twenty-five days; and on or before the thirtieth day following the date of such invitation, the Company shall accept tenders and make payment for 4.60% (Series B) Cumulative Preferred Stock tendered, at the price aforesaid in the same manner as above provided with respect to moneys set aside in the 4.60% (Series B) Preferred Stock Purchase Fund on March 1 in each year, and to the extent that tenders are not made in an amount sufficient to exhaust the moneys so held in the 4.60% (Series B) Preferred Stock Purchase Fund, such moneys shall likewise be released from the 4.60% (Series B) Preferred Stock Purchase Fund and become free funds to the Company. Amounts equal to accrued dividends on 4.60% (Series B) Cumulative Preferred Stock purchased through the 4.60% (Series B) Preferred Stock Purchase Fund shall be paid by the Company by the use of moneys not in the 4.60% (Series B) Preferred Stock Purchase Fund, and shall not be charged to the 4.60% (Series B) Preferred Stock Purchase Fund. Shares of 4.60% (Series B) Cumulative Preferred Stock purchased through the 4.60% (Series B) Preferred Stock Purchase Fund shall be cancelled and shall not be reissued. 6. On January 1, 1972 and on January 1 in each year thereafter so long as any of the 6% Cumulative Preferred Stock shall remain outstanding, the Company shall, subject to the provisions of Section C of this Article, set aside as a Purchase Fund for the 6% Cumulative Preferred Stock (herein called the "6% Preferred Stock Purchase Fund") an amount equal to 2% of the aggregate par value of the largest number of shares of 6% Cumulative Preferred Stock at any time theretofore outstanding; provided, however, that amounts set aside for Purchase Funds heretofore or hereafter established for the several series of Preferred Stock shall be set aside without preference or priority as between series so that if at any time there shall be a deficiency (including any amount then required to be set aside) in the Purchase Funds for two or more series of Preferred Stock, any satisfaction of such deficiencies shall be made simultaneously for such two or more Purchase Funds in proportion to the amounts of the respective deficiencies therein. On or before each such January 1 the Company shall in writing, addressed to all holders of record of the 6% Cumulative Preferred Stock, invite tenders of 6% Cumulative Preferred Stock at the par value thereof, plus an amount equal to accrued dividends to the next succeeding January 31, in an amount sufficient to exhaust the moneys so set aside in the 6% Preferred Stock Purchase Fund. The invitations for tenders shall specify how tenders shall be made and how notification of acceptance thereof will be given. Tenders may be made on or before January 25, in each year. If the par value of the shares of 6% Cumulative Preferred Stock tendered in response to any such invitation aggregates more than the amount available in the 6% Preferred Stock Purchase Fund such tenders shall be accepted pro rata (as nearly as practicable without the purchase or issuance of fractional shares or scrip therefor) in proportion to the total number of shares of 6% Cumulative Preferred Stock tendered respectively by the holders thereof who shall have made such tenders, provided that in any event, each holder of 6% Cumulative Preferred Stock shall be entitled to tender and to have purchased by the Company on each such invitation, at least the number of shares (as nearly as practicable without the purchase or issuance of fractional shares or scrip therefor) of the 6% Cumulative Preferred Stock held by such holder which bears the same ratio to the total number of shares to be purchased pursuant to the invitation as the number of shares held of record by such holder at the close of business on the last business day before the date of such invitation, bears to the total number of shares of 6% Cumulative Preferred Stock then outstanding. Tenders shall be accepted of sufficient shares of 6% Cumulative Preferred Stock to exhaust all of the moneys in the 6% Preferred Stock Purchase Fund. Payment for 6% Cumulative Preferred Stock for which tenders shall have been accepted shall be made on the January 31 following the last day for the making of tenders. To the extent that tenders in any year are not made in an amount sufficient to exhaust all of the moneys so held in the 6% Preferred Stock Purchase Fund, such excess moneys in the 6% Preferred Stock Purchase Fund for that year shall be released from the 6% Preferred Stock Purchase Fund and become free funds to the Company. The obligation to set aside amounts in the 6% Preferred Stock Purchase Fund shall be cumulative, so that if, on January 1 of each year cash in the required amount shall not have been set aside in full, the amount of the deficiency shall be added to the 6% Preferred Stock Purchase Fund for the next succeeding year until the total aggregate amount which shall have been set aside in such 6% Preferred Stock Purchase Fund, and used or released to the Company in accordance with the provisions of this Section D.6, shall equal 2% of the aggregate par value of the largest number of shares of 6% Cumulative Preferred Stock at any time theretofore outstanding, multiplied by the number of twelve month periods which shall have elapsed since January 1, 1971. No dividends shall be declared or paid upon or set apart for any shares of Common Stock or any sums applied to the purchase, redemption or other retirement of Common Stock, so long as any such deficiency shall exist in the 6% Preferred Stock Purchase Fund. Amounts to satisfy any such deficiency in the 6% Preferred Stock Purchase Fund, in whole or in part, may be set aside in the 6% Preferred Stock Purchase Fund at any time, for application in the manner aforesaid on the next succeeding January 1, provided however, that if at any time between January 31 and October I of any year the amount so set aside in the 6% Preferred Stock Purchase Fund shall aggregate $80,000 or more, the Company shall immediately invite tenders of 6% Cumulative Preferred Stock in the manner aforesaid, in an amount sufficient to exhaust the moneys in the 6% Preferred Stock Purchase Fund, at the par value thereof plus an amount equal to accrued dividends to a date which shall be thirty days from the date of such invitation, the invitation to remain open for twenty-five days; and on or before the thirtieth day following the date of such invitation, the Company shall accept tenders and make payment for 6% Cumulative Preferred Stock tendered, at the price aforesaid in the same manner as above provided with respect to moneys set aside in the 6% Preferred Stock Purchase Fund on January 1 in each year, and to the extent that tenders are not made in an amount sufficient to exhaust the moneys so held in the 6% Preferred Stock Purchase Fund, such moneys shall likewise be released from the 6% Preferred Stock Purchase Fund and become free funds to the Company. Amounts equal to accrued dividends on 6% Cumulative Preferred Stock purchased through the 6% Preferred Stock Purchase Fund shall be paid by the Company by the use of moneys not in the 6% Preferred Stock Purchase Fund, and shall not be charged to the 6% Preferred Stock Purchase Fund. Shares of 6% Cumulative Preferred Stock purchased through the 6% Preferred Stock Purchase Fund shall be cancelled and shall not be reissued. 7. Subject to the provisions of Sections C and E of this Article, prior to October 1, 1973 and prior to October 1 in each year thereafter so long as any of the 9.40% Cumulative Preferred Stock shall remain outstanding, the Company shall deposit with the Transfer Agent, as a Sinking Fund for the 9.40% Cumulative Preferred Stock, an amount equal to 2% of the aggregate par value of the largest number of shares of 9.40% Cumulative Preferred Stock at any time theretofore outstanding, plus an amount equal to dividends accrued thereon to such October 1. The Transfer Agent shall apply the moneys in such fund to redeem on each such October 1, in accordance with the provisions of Section E of this Article, shares of the 9.40% Cumulative Preferred Stock at Fifty Dollars ($50.00) per share, plus dividends accrued to the date of redemption, provided that, in addition to the restrictions contained in Sections C and E of this Article, if, at any time, the Company shall be in default in the performance of its obligations under this Sinking Fund, thereafter and until all such defaults shall have been remedied, the Company shall not redeem any Preferred Stock unless all the shares of Preferred Stock outstanding are redeemed, and shall not purchase or otherwise acquire for value any shares of Preferred Stock except out of amounts set aside as Purchase Funds or Sinking Funds heretofore or hereafter established for one or more of the series of Preferred Stock. The Company may, upon notice to the Transfer Agent prior to August 15 in any year in which the Company shall be obligated to redeem shares of the 9.40% Cumulative Preferred Stock through the operation of the Sinking Fund, elect to reduce its obligation in respect of the redemption of shares so required to be redeemed by directing that any shares of the 9.40% Cumulative Preferred Stock previously purchased by the Company (other than shares purchased pursuant to the operation of the Sinking Fund or previously applied as a credit against the Sinking Fund) shall be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the operation of the Sinking Fund. 8. Subject to the provisions of Sections C and E of this Article, prior to July 1, 1974 and prior to July 1 in each year thereafter so long as any of the 8.12% Cumulative Preferred Stock shall remain outstanding, the Company shall deposit with the Transfer Agent, as a Sinking Fund for the 8.12% Cumulative Preferred Stock, an amount equal to 2% of the aggregate par value of the largest number of shares of 8.12% Cumulative Preferred Stock at any time theretofore outstanding, plus an amount equal to dividends accrued to such July 1 on the shares to be redeemed therewith. The Transfer Agent shall apply the moneys in such fund to redeem on each such July 1, in accordance with the provisions of Section E of this Article, shares of the 8.12% Cumulative Preferred Stock at One Hundred Dollars ($100.00) per share, plus dividends accrued to the date of redemption. The Company may, upon notice to the Transfer Agent prior to April 15 in any year in which the Company shall be obligated to redeem shares of the 8.12% Cumulative Preferred Stock through the operation of the Sinking Fund, elect to reduce its obligation in respect of the redemption of shares so required to be redeemed by directing that any shares of the 8.12% Cumulative Preferred Stock previously purchased by the Company (other than shares purchased pursuant to the operation of the Sinking Fund or previously applied as a credit against the Sinking Fund) shall be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the operation of the Sinking Fund. 9. Subject to the provisions of Sections C and E of this Article, prior to July 1, 1975 and prior to July 1 in each year thereafter so long as any of the 7.70% Cumulative Preferred Stock shall remain outstanding, the Company shall deposit with the Transfer Agent, as a Sinking Fund for the 7.70% Cumulative Preferred Stock, an amount equal to 2% of the aggregate par value of the largest number of shares of 7.70% Cumulative Preferred Stock at any time theretofore outstanding, plus an amount equal to dividends accrued to such July 1 on the shares to be redeemed therewith. The Transfer Agent shall apply the moneys in such fund to redeem on each such July 1, in accordance with the provisions of Section E of this Article, shares of the 7.70% Cumulative Preferred Stock at One Hundred Dollars ($100.00) per share, plus dividends accrued to the date of redemption. The Company may, upon notice to the Transfer Agent prior to April 15 in any year in which the Company shall be obligated to redeem shares of the 7.70% Cumulative Preferred Stock through the operation of the Sinking Fund, elect to reduce its obligation in respect of the redemption of shares so required to be redeemed by directing that any shares of the 7.70% Cumulative Preferred Stock previously purchased by the Company (other than shares purchased pursuant to the operation of the Sinking Fund or previously applied as a credit against the Sinking Fund) shall be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the operation of the Sinking Fund. 10. Subject to the provisions of Sections C and E of this Article V, prior to January 1, 1985 and prior to January 1 in each year thereafter so long as any of the 8.72% Cumulative Preferred Stock shall remain outstanding, the Company shall deposit with the Transfer Agent, as a Sinking Fund for the 8.72% Cumulative Preferred Stock, an amount equal to 4% of the aggregate par value of the largest number of shares of 8.72% Cumulative Preferred Stock at any time theretofore outstanding and, in addition, the Company may, at its option, deposit in such fund up to an equal amount plus, in each case, an amount equal to dividends accrued to such January 1 on the shares to be redeemed therewith. The right to make such optional deposit shall not be cumulative and shall not reduce any subsequent mandatory Sinking Fund payment. If the Company shall intend to exercise its right to make an optional Sinking Fund payment in any year, it shall deliver to the Transfer Agent prior to November 15 of such year notice of its intent to exercise such optional right. Thereupon, the amount required to be deposited in such fund by the first sentence of this paragraph shall be increased by, and shall include, the additional amount specified in such notice. The Transfer Agent shall apply the moneys in such fund to redeem on each such January 1, in accordance with the provisions of Section E of this Article, shares of the 8.72% Cumulative Preferred Stock at Fifty Dollars ($50.00) per share, plus dividends accrued to the date of redemption. The Company may, upon notice to the Transfer Agent prior to November 15 in any year in which the Company shall be obligated to redeem shares of the 8.72% Cumulative Preferred Stock through the operation of the Sinking Fund, elect to reduce its obligation in respect of the redemption of shares so required to be redeemed by directing that any shares of the 8.72% Cumulative Preferred Stock previously purchased by the Company (other than shares purchased pursuant to the operation of the Sinking Fund or previously applied as a credit against the Sinking Fund) shall be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the operation of the Sinking Fund. E. The Preferred Stock of any series at any time outstanding may be redeemed by the Company (except as may be otherwise provided by the resolution or resolutions adopted by the Board of Directors pursuant to Section B.2 (or its successor) of this Article V in the case of any series of Preferred Stock established by the Board of Directors pursuant to said Section B.2 (or its successor)). Any such redemption by the Company shall be at its election expressed by resolution adopted by its Board of Directors, as a whole at any time or in part from time to time, on not less than thirty (30) nor more than sixty (60) days' prior written notice given as herein provided, at the then applicable redemption prices per share set forth below with respect to shares of the presently designated series of Preferred Stock as set forth in Exhibit A hereto and, in addition thereto, in each case, an amount which, together with the aggregate of the dividends previously paid upon such share, shall be equal to dividends accrued upon such share at the annual dividend rate indicated below (but without interest) from the date from which the dividends thereon became cumulative to the date of redemption: Annual Date Fixed Redemption Dividend Series for Redemption Price Rate (a) 5% Preferred Stock Any date $ 52.50 $ 2.50 (b) 4.60% Cumulative Preferred Stock Any date $ 50.50 $ 2.30 (c) 4.50% Cumulative Preferred Stock Any date $ 51.00 $ 2.25 (d) 4.60% (Series A) Cumulative Any date $ 51.00 $ 2.30 Preferred Stock (e) 5.125% Cumulative Preferred Stock Any date $ 51.00 $ 2.5625 (f) 4.60% (Series B) Cumulative Any date $ 50.50 $ 2.30 Preferred Stock (g) 6% Cumulative Preferred Stock Any date $ 50.50 $ 3.00 (h) 9.40% Cumulative Preferred Stock Any date $ 51.175 $ 4.70 (i) 8.12% Cumulative Preferred Stock Any date $ 102.03 $ 8.12 (j) 7.70% Cumulative Preferred Stock Any date $ 101.00 $ 7.70 (k) 8.40% Cumulative Preferred Stock On or prior to November 30, 1991 $ 104.70 $ 8.40 December 1, 1991 through November 30, 1996 102.80 On and after December 1, 1996 101.00 Annual Date Fixed Redemption Dividend Series for Redemption Price Rate (1) 8.72% Cumulative Preferred Stock On or prior to December 31, 1993 52.00 $ 4.36 January 1, 1994 through December 31, 1998 51.00 On and after January 1, 1999 50.00 and, in the case of any series of Preferred Stock established by the Board of Directors pursuant to Section B.2 (or its successor) of this Article V to be redeemed, at the redemption price per share of shares of such series fixed and determined by the resolution or resolutions of the Board of Directors establishing such series in effect at the time of such redemption, and, in addition thereto, an amount which, together with the aggregate of the dividends previously paid upon such share, will be equal to the annual dividend rate for such series fixed and determined by the resolution or resolutions of the Board of Directors establishing such series (but without interest) from the date from which the dividends thereon became cumulative to the date of redemption. Redemption may be made at any time of either the whole or any part of the shares of any series of Preferred Stock without redeeming the whole or any part of the shares of any other series of Preferred Stock; provided that if, at any time, the Company shall fail to pay dividends in full on any outstanding shares of any series of Preferred Stock, thereafter and until dividends in full on all such shares shall have been paid, or declared and set apart for payment, for all past dividend periods, the Company shall not redeem any Preferred Stock unless all the shares of Preferred Stock outstanding are redeemed, and shall not purchase or otherwise acquire for value any shares of Preferred Stock otherwise than in accordance with an offer made to all holders of shares of Preferred Stock; and provided further if, at any time, the Company shall be in default in the performance of its obligations under any Purchase Fund or Sinking Fund provisions heretofore or hereafter fixed and determined for any series of Preferred Stock pursuant to this Article V, thereafter and until all such defaults shall have been remedied, the Company shall not redeem any Preferred Stock unless all the shares of Preferred Stock outstanding are redeemed, and shall not purchase or otherwise acquire for value any shares of Preferred Stock except out of amounts set aside as Purchase Funds or Sinking Funds heretofore or hereafter established for one or more of the series of Preferred Stock. In case of the redemption of a part only of any series of Preferred Stock at the time outstanding, the shares of Preferred Stock to be redeemed shall be selected by lot, in such manner as the Company may determine, by a bank or trust company selected for that purpose by the Company. Notice of the election of the Company to redeem any of the Preferred Stock shall be given by the Company by mailing a copy of such notice, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the date designated therein as the date for such redemption, to the holders of record on the date of such mailing of the shares of Preferred Stock to be redeemed, addressed to them at their respective addresses appearing on the books of the Company. Such notice shall state that such shares of Preferred Stock will be redeemed at the redemption price aforesaid and on the date specified in such notice, upon the surrender for cancellation, at the place designated in such notice, of the certificates representing such shares of Preferred Stock, properly endorsed in blank for transfer or accompanied by proper instruments of assignment and transfer in blank (if required by the Company) and bearing all necessary transfer stamps thereto affixed and cancelled. On and after the date specified in such notice, each holder of shares of Preferred Stock called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificates for shares of Preferred Stock held by him, properly endorsed in blank for transfer or accompanied by proper instruments of assignment and transfer in blank (if required by the Company), and bearing all necessary transfer tax stamps thereto affixed and cancelled, shall be entitled to receive therefor the redemption price hereinbefore specified. From and after the date of redemption specified in such notice (unless default shall be made by the Company in providing moneys for the payment of the redemption price), all dividends on the shares of Preferred Stock so called for redemption shall cease to accrue and, from and after said date (unless default shall be made by the Company as aforesaid), or, if the Company shall so elect, from and after the date (prior to the date of redemption so specified) on which the Company shall provide the moneys for the payment of the redemption price by depositing the amount thereof with a bank or trust company doing business in the Borough of Manhattan, City and State of New York, and having a capital and surplus of at least $5,000,000, provided that the notice of redemption shall have stated the intention of the Company to deposit such amount on a date in such notice specified, all rights of the holders of the shares so called for redemption as stockholders of the Company, except only the right to receive the redemption price then due, shall cease and determine. Subject to the foregoing provisions of this Section E, the Company may also from time to time repurchase shares of any series of its Preferred Stock at not exceeding the respective redemption prices thereof. All shares of Preferred Stock so redeemed shall be retired and shall not be reissued, but the Company may, nevertheless, from time to time thereafter increase and/or reclassify its capital stock in the manner and to the extent permitted by law and by its Charter. F. At all elections of directors of the Company, and on all other matters, except on matters in respect of which the laws of the State of South Carolina shall provide that all stockholders shall have the right to vote irrespective of whether such right has been relinquished by any of such stockholders and except as otherwise herein provided, the holders of the Common Stock shall have the exclusive right to vote, provided, however, that, if and whenever four (4) quarterly dividends payable on the Preferred Stock shall be unpaid in whole or in part, the holders of the Preferred Stock as a class, all the shares of all series of Preferred Stock then outstanding taken together constituting the class, shall have the exclusive right to vote for and to elect the smallest number of directors which shall constitute a majority of the then authorized number of directors of the Company, and in all matters other than the election of directors, each holder of one or more shares of any series of Preferred Stock shall be entitled to such vote for each such share held by him as is provided in paragraph 3.F of Section B of this Article V. In the event of defaults entitling the Preferred Stock to vote as aforesaid, the holders of the Common Stock as a class shall have the exclusive right to vote for and to elect the greatest number of directors which shall constitute a minority of the then authorized number of directors of the Company and in all matters other than the election of directors, each holder of Common Stock shall be entitled to one vote for each share of stock held by him. The voting rights of the holders of the Preferred Stock, however, shall cease when all accumulated and unpaid dividends on their stock shall have been paid in full. The terms of office of all persons who may be directors of the Company, at the time when the right to elect a majority of the directors shall accrue to the holders of the Preferred Stock as herein provided, shall terminate upon the election of their successors at a meeting of the stockholders of the Company then entitled to vote. Whenever the right shall have accrued to the holders of Preferred Stock to elect directors, the Board of Directors shall, within ten days after delivery to the Company at its principal office of a request to such effect signed by any holder of shares of the Preferred Stock entitled to vote, call a special meeting of the stockholders to be held within forty days from the delivery of such request for the purpose of electing directors. The notice of such meeting shall be similar to that provided in the By-Laws for an annual meeting of stockholders. Any vacancy in the Board of Directors occurring during any period that the Preferred Stock shall have representatives on the Board shall be filled by a majority vote of the remaining directors representing the class of stock theretofore represented by the director causing the vacancy. Upon the termination of such exclusive right of the holders of the Preferred Stock to elect a majority of the directors of the Company, the terms of office of all the directors of the Company shall terminate upon the election of their successors at a meeting of the stockholders of the Company then entitled to vote. Whenever the right of holders of shares of Preferred Stock to elect directors shall have terminated, the Board of Directors shall, within ten days after delivery to the Company at its principal office of a request to such effect signed by any holders of shares of Common Stock entitled to vote, call a special meeting of the stockholders to be held within forty days from the delivery of such request for the purpose of electing directors. The notice of such meeting shall be similar to that provided in the By-Laws for an annual meeting of stockholders. G. So long as any of the Preferred Stock shall be outstanding, unless provision has been made for the redemption thereof as provided in Section E of this Article V: 1. The Company shall not, without the affirmative vote or written consent of the holders of at least two- thirds of the total voting power of all shares of Preferred Stock then outstanding, all of said shares voting as a single class (in addition to any other vote or consent at the time required by law), (a) create or issue any shares of stock, in addition to the shares which the Company is then authorized to issue, which would rank equally with or prior to the Preferred Stock or authorize any increase of the Preferred Stock now authorized, or (b) amend its charter so as to change, alter or repeal the provisions contained herein relating to the preferences, voting powers, restrictions and qualifications of any series of Preferred Stock, provided, however, that if any such amendment, alteration or repeal would decrease the rights and preferences of outstanding shares of Preferred Stock of one or more series without proportionately decreasing the rights and preferences of the outstanding shares of the other series, then like consent by the holders of at least two-thirds of the total voting power of the Preferred Stock of the former one or more series (voting as a class) at the time outstanding shall also be necessary for effecting or validating any such amendment, alteration or repeal, provided further, however, that the establishment and designation of any series of Preferred Stock, and the fixing and determination of the relative rights and preferences thereof, pursuant to Section B.2 (or its successor) of this Article V including, without limiting the generality of the foregoing, provisions for a Purchase Fund or Sinking Fund, with respect to such series, which shall rank pari passu with the Purchase Funds and Sinking Funds heretofore provided for shares of the established series of Preferred Stock designated as set forth in Exhibit A hereto or with any Purchase Fund or Sinking Fund for any series of Preferred Stock hereafter established, shall not be deemed to be an amendment of the Company's charter which changes, alters or repeals the provisions contained herein relating to the preferences, voting powers, restrictions and qualifications of any series of Preferred Stock or which decreases the rights and preferences of outstanding shares of Preferred Stock of any series and shall not require the affirmative vote or written consent of the holders of Preferred Stock of any series heretofore or hereafter established, and provided further, that if any such amendment or alteration would increase the authorized number of shares of any series of Preferred Stock referred to in Exhibit A hereto, then like consent by the holders of at least two-thirds in amount of each such series so affected shall also be necessary for effecting or validating any such amendment or alteration, and provided further that if any such amendment or alteration would increase the authorized number of shares of any series of Preferred Stock hereafter established by the Board of Directors pursuant to Section B.2 (or its successor) of this Article V, then like consent of the holders of at least two-thirds in amount of such series shall also be necessary for effecting or validating any such amendment or alteration or (c) issue any shares of Preferred Stock in addition to the initial series of 125,234 shares of the 5% Preferred Stock, 60,000 shares of the 4.60% Cumulative Preferred Stock, 80,000 shares of the 4.50% Cumulative Preferred Stock, 100,000 shares of the 4.60% (Series A) Cumulative Preferred Stock, 100,000 shares of the 5.125% Cumulative Preferred Stock and 170,000 shares of the 4.60% (Series B) Cumulative Preferred Stock (i) unless for any twelve consecutive calendar months immediately preceding the calendar month within which such additional shares of Preferred Stock shall be issued, the net earnings of the Company available for the payment of interest charges on the Company's indebtedness, determined after provision for depreciation, amortization of utility plant acquisition adjustment accounts, and all taxes, in accordance with sound accounting practice, shall have been at least one and one-half times the aggregate for a twelve months' period of the interest charges on indebtedness of the Company and the dividend requirements on all shares of Preferred Stock to be outstanding immediately after the proposed issue of such additional shares thereof, provided that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all stock which are to be retired in connection with the issue of such additional shares of Preferred Stock, and also provided that, where such additional shares of Preferred Stock are to be issued in connection with the acquisition of new property, the net earnings of the property to be so acquired may be included on a pro forma basis in the foregoing computation, computed on the same basis as the net earnings of the Company, and (ii) unless the aggregate of the capital of the Company applicable to the Common Stock and the surplus of the Company shall be not less than the amount payable upon involuntary dissolution to the holders of the Preferred Stock to be outstanding immediately after the proposed issue of such additional Preferred Stock, excluding from the foregoing computation all indebtedness and stock which are to be retired in connection with the issue of such additional shares of Preferred Stock, provided, that no portion of the surplus of the Company which shall be used to meet the requirements of this clause (ii) shall, after the issue of such additional shares of Preferred Stock and until such additional shares or a like number of other shares of Preferred Stock shall have been retired, be available for dividends or other distribution upon the Common Stock; and 2. The Company shall not, without the consent of the Preferred and Common Stock at a meeting duly called for the purpose, which consent must be evidenced by (a) a simple majority vote of the total voting power of all shares of Preferred Stock then outstanding, each of said shares being entitled to such vote per share as is provided in paragraph 3.F of Section B of this Article V and voting as a single class, (b) a simple majority vote of the total number of shares of Common Stock then outstanding, each of said shares being entitled to one vote per share, and (c) a two-thirds majority vote of the then outstanding Preferred and Common Stock voting as a single class, each outstanding share of Preferred Stock being entitled to twenty times the vote per share provided in paragraph 3.F of Section B of this Article V and each outstanding share of Common Stock being entitled to one vote per share (in addition to any other vote or consent at the time required by law), consolidate or merge with or into any other corporation or corporations, permit the consolidation or merger of any other corporation or corporations into it, or sell, lease or otherwise transfer all or the greater part of the assets of the Company; provided, however, that the Board of Directors of the Company, by resolution, shall have the right at any time without the vote or consent of stockholders of any class, to mortgage or otherwise subject to lien or pledge all or any part of the assets of the Company for proper corporate purposes. 3. The Company, except for the purposes of: (a) refunding outstanding unsecured indebtedness theretofore issued or assumed by the Company, (b) redeeming or retiring all outstanding shares of Preferred Stock, or (c) reimbursing the Company, in whole or in part, for moneys deposited by it to provide for the redemption or retirement of all outstanding shares of one or more series of the Preferred Stock, shall not, without the consent (given by vote at a meeting duly called for the purpose) of the holders of at least a majority of the total voting power of all shares of Preferred Stock then outstanding, all of said shares voting as a single class, issue any unsecured notes, debentures or other securities representing unsecured indebtedness, or assume any such unsecured indebtedness, if, immediately after such issue or assumption, as the case may be, the total principal amount of all unsecured notes, debentures or other securities representing unsecured indebtedness issued or assumed by the Company and then outstanding (including unsecured securities then to be issued or assumed) would exceed (i) $8,000,000 or (ii) ten per cent (10%) of the aggregate of the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Company and then outstanding and the capital and surplus of the Company as then stated on the books of account of the Company, whichever amount is greater, provided, however, that no such consent shall be required in connection with the Company's entering into any agreement for the payment of such amounts of money as may be necessary to meet payments of interest, principal or premium on and incidental costs with respect to securities issued by tax-exempt public agencies for the purpose of financing, directly or indirectly, the cost of facilities used or to be used by the Company or in connection with the Company's business or operations which are designed to eliminate, mitigate or prevent air or water pollution or radiation emissions or otherwise to prevent or ameloriate potentially adverse side effects of the Company's business or operations on the environment or public health. Nothing herein contained shall be deemed to require such vote of Preferred Stockholders to enable the Company to make or assume any indebtedness secured by mortgage, pledge or collateral. H. The holders of shares of any series of Preferred Stock shall have no right whatever to subscribe for or purchase or to have offered to them for subscription or purchase any additional shares of stock of any class, character or description, or obligations of any kind of the Company convertible into stock of any class of the Company, or to which shall be attached or appertain any warrant or warrants or other instrument or instruments that shall confer upon the holder or holders of such obligations the right to subscribe for, or to purchase or receive from the Company, any shares of capital stock of any class of the Company, whether now or hereafter authorized. I. No holder of Common Stock of the Company shall have any preemptive right to subscribe for, purchase or otherwise acquire any additional shares of Common Stock of the Company, or any options or rights to purchase shares of Common Stock of the Company, or any securities convertible into or carrying options or rights to purchase shares of Common Stock of the Company, whether now or hereafter authorized, and whether issued or granted for cash, property, services or otherwise. ARTICLE VI The number of directors of the Corporation shall be such number permitted by law as shall be fixed by the Corporation's By-Laws. They shall manage the business, property and affairs of the Corporation. Dated: December 15, 1993 SOUTH CAROLINA ELECTRIC & GAS COMPANY By: B. TATE HORTON, JR. Vice President and Treasurer By: KEVIN B. MARSH Secretary Note: Any person signing this form, shall either opposite or beneath his signature, clearly and legibly state his name and the capacity in which he signs. Must be signed by the Chairman of the Board of Directors, the president or another of its officers in accordance with Section 33-1-200 of the South Carolina Business Corporation Act of 1988. STATE OF SOUTH CAROLINA COUNTY OF RICHLAND The undersigned B. TATE HORTON, JR. and KEVIN B. MARSH do hereby certify that they are the duly elected and acting Vice President and Treasurer and Secretary, respectively, of SOUTH CAROLINA ELECTRIC & GAS COMPANY and are authorized to execute this verification; that each of the undersigned for himself does hereby further certify that he has read the foregoing document, understands the meaning and purport of the statements therein contained and the same are true to the best of his information and belief. Dated at Columbia, S. C., this 15th day of December, 1993. B. TATE HORTON, JR Vice President and Treasurer KEVIN B. MARSH Secretary EXHIBIT A TO RESTATED ARTICLES OF INCORPORATION OF SOUTH CAROLINA ELECTRIC & GAS COMPANY Statement of Authorized Shares of Stock and of Preferred Stock unissued and undesignated as to Series and issued, outstanding and designated as to Series ---------------------------------------------------------------- As of the effective date of this Exhibit A: 1. Authorized Classes. The total number of shares which the Company shall be authorized to issue is 55,515,095, of which 2,000,000 shall be Preferred Stock of the par value of $25 per share, issuable in series, 1,765,095 shall be Preferred Stock of the par value of $50 per share, issuable in series, 1,750,000 shall be Preferred Stock of the par value of $100 per share, issuable in series, and 50,000,000 shall be Common Stock of the par value of $4.50 per share. 2. Preferred Stock unissued and undesignated as to series and issued, outstanding and designated as to series. (a) Par Value $25 per share (i) 2,000,000 unissued and undesignated as to series. (b) Par Value $50 per share-entitled to one vote per share. (i) 442,809 shares unissued and undesignated as to series (ii) 125,209 shares unissued and outstanding designated "5% Preferred Stock" (iii) 3,834 shares issued and outstanding designated "4.60% Cumulative Preferred Stock" (iv) 20,800 shares issued and outstanding designated "4.50% Cumulative Preferred Stock" (v) 30,052 shares issued and outstanding designated "4.60% (Series A) Cumulative Preferred Stock" (vi) 74,000 shares issued and outstanding designated "5.125% (Series A) Cumulative Preferred Stock" (vii) 81,600 shares issued and outstanding designated "4.60% (Series B) Cumulative Preferred Stock" (viii) 89,600 shares issued and outstanding designated "6% Cumulative Preferred Stock" (ix) 197,191 shares issued and outstanding designated "9.40% Cumulative Preferred Stock" Total 1,065,095 (c) Par Value $50 per share-entitled to one half of one vote per share (i) 540,000 shares unissued and undesignated as to series (ii) 160,000 shares issued and outstanding designated "8.72% Cumulative Preferred Stock" Total 700,000 (d) Par Value $100 per share (i) 1,327,442 unissued and undesignated as to series (ii) 131,899 shares issued and outstanding designated "8.12% Cumulative Preferred Stock" (iii) 92,991 shares issued and outstanding designated "7.70% Cumulative Preferred Stock" (iv) 197,668 shares issued and outstanding designated "8.40% Cumulative Preferred Stock" Total 1,750,000 3. Shares Outstanding The total number of shares issued and outstanding is 41,500,991, consisting of: (a) 40,296,147 shares of Common Stock; (b) 0 shares of Preferred Stock par value $25 per share; (c) 622,286 shares of Preferred Stock par value $50 per share-entitled to one vote per share; (d) 160,000 shares of Preferred Stock par value $50 per share-entitled to one-half of one vote per share; and (e) 422,558 shares of Preferred Stock par value $100 per share. December 15, 1993 EX-3.(I) 4 ARTICLES OF AMENDMENT Exhibit 3.02 STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF AMENDMENT Pursuant to Section 3-10-106 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 39,871 itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 3,400 Cumulative Preferred Stock ($50 par value) 5.125% 1,000 Cumulative Preferred Stock ($50 par value) 6% 3,200 Cumulative Preferred Stock ($50 par value) 8.72% 32,044 Cumulative Preferred Stock ($50 par value) 9.40% 88 Cumulative Preferred Stock ($100 par value) 8.12% 139 (b) The aggregate number of issued shares of the corporation after giving effect to such cancellation is 41,461,121, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 3,834 Cumulative Preferred Stock ($50 par value) 4.50% 20,800 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 30,052 Cumulative Preferred Stock ($50 par value) 5.125% 73,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200 Cumulative Preferred Stock ($50 par value) 6% 86,400 Cumulative Preferred Stock ($50 par value) 9.40% 197,103 Cumulative Preferred Stock ($100 par value) 8.12% 131,760 Cumulative Preferred Stock ($100 par value) 7.70% 92,992 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 127,956 Common Stock ($4.50 par value) 40,296,147 41,461,121 (c) The amount of the stated capital of the corporation after giving effect to such cancellation is $260,702,361.50. (d) The number of shares which the corporation has authority to issue after giving effect to such cancellation is 55,507,495, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 3,834 Cumulative Preferred Stock ($50 par value) 4.50% 20,800 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 30,052 Cumulative Preferred Stock ($50 par value) 5.125% 73,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200 Cumulative Preferred Stock ($50 par value) 6% 86,400 Cumulative Preferred Stock ($50 par value) 9.40% 197,103 Cumulative Preferred Stock ($100 par value) 8.12% 131,760 Cumulative Preferred Stock ($100 par value) 7.70% 92,992 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 127,956 Serial Preferred Stock ($50 par value) (1 vote) 442,897 Serial Preferred Stock ($100 par value) (1 vote) 1,327,580 Serial Preferred Stock ($25 par value) (1/4 vote) 2,000,000 Serial Preferred Stock ($50 par value) (1/2 vote) 572,044 Common Stock ($4.50 par value) 50,000,000 55,507,495 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 Section 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 acceptance for filing by the Secretary of State (See Section 33-1-230(b)). Date June 7, 1994 SOUTH CAROLINA ELECTRIC & GAS COMPANY By: K. B. Marsh Secretary EX-3.(I) 5 ARTICLES OF AMENDMENT Exhibit 3.03 STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF AMENDMENT Pursuant to Section 33-10-196 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 18,538 itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 4.50% 1,712 Cumulative Preferred Stock ($50 par value) 4.60% 2,000 Cumulative Preferred Stock ($100 par value) 7.70% 3,000 Cumulative Preferred Stock ($100 par value) 8.12% 4,925 Cumulative Preferred Stock ($50 par value) 9.40% 6,901 (b) The aggregate number of issued shares of the Corporation after giving effect to such cancellation is 41,442,626, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 3,834 Cumulative Preferred Stock ($50 par value) 4.50% 19,088 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 28,052 Cumulative Preferred Stock ($50 par value) 5.125% 73,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200 Cumulative Preferred Stock ($50 par value) 6% 86,400 Cumulative Preferred Stock ($50 par value) 9.40% 190,245 Cumulative Preferred Stock ($100 par value) 8.12% 126,835 Cumulative Preferred Stock ($100 par value) 7.70% 89,992 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 127,956 Common Stock ($4.50 par value) 40,296,147 41,442,626 (c) The amount of the stated capital of the Corporation after giving effect to such cancellation is $259,381,361.50. (d) The number of shares which the Corporation has authority to issue after giving effect to such cancellation is 55,503,783, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 3,834 Cumulative Preferred Stock ($50 par value) 4.50% 19,088 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 28,052 Cumulative Preferred Stock ($50 par value) 5.125% 73,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200 Cumulative Preferred Stock ($50 par value) 6% 86,400 Cumulative Preferred Stock ($50 par value) 9.40% 190,245 Cumulative Preferred Stock ($100 par value) 8.12% 126,835 Cumulative Preferred Stock ($100 par value) 7.70% 89,992 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 127,956 Serial Preferred Stock ($50 par value) (1 vote) 449,755 Serial Preferred Stock ($100 par value) (1 vote) 1,335,505 Serial Preferred Stock ($25 par value) (1/4 vote) 2,000,000 Serial Preferred Stock ($50 par value) (1/2 vote) 572,044 Common Stock ($4.50 par value) 50,000,000 55,503,783 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) / X / The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 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 acceptance for filing by the Secretary of State (See Section 33-1-230(b)). Date November 9, 1994 SOUTH CAROLINA ELECTRIC & GAS COMPANY By: K. B. Marsh Secretary EX-3.(I) 6 ARTICLES OF AMENDMENT Exhibit 3.04 STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF AMENDMENT Pursuant to Section 33-10-196 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 1,500 itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 4.60% 1,500 (b) The aggregate number of issued shares of the Corporation after giving effect to such cancellation is 41,442,626, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 3,834 Cumulative Preferred Stock ($50 par value) 4.50% 19,088 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 28,052 Cumulative Preferred Stock ($50 par value) 5.125% 73,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200 Cumulative Preferred Stock ($50 par value) 6% 86,400 Cumulative Preferred Stock ($50 par value) 9.40% 190,245 Cumulative Preferred Stock ($100 par value) 8.12% 126,835 Cumulative Preferred Stock ($100 par value) 7.70% 89,992 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 127,956 Common Stock ($4.50 par value) 40,296,147 41,442,626 (c) The amount of the stated capital of the Corporation after giving effect to such cancellation is $259,381,361.50. (d) The number of shares which the Corporation has authority to issue after giving effect to such cancellation is 55,502,283, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 3,834 Cumulative Preferred Stock ($50 par value) 4.50% 19,088 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 28,052 Cumulative Preferred Stock ($50 par value) 5.125% 73,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200 Cumulative Preferred Stock ($50 par value) 6% 86,400 Cumulative Preferred Stock ($50 par value) 9.40% 190,245 Cumulative Preferred Stock ($100 par value) 8.12% 126,835 Cumulative Preferred Stock ($100 par value) 7.70% 89,992 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 127,956 Serial Preferred Stock ($50 par value) (1 vote) 449,755 Serial Preferred Stock ($100 par value) (1 vote) 1,335,505 Serial Preferred Stock ($25 par value) (1/4 vote) 2,000,000 Serial Preferred Stock ($50 par value) (1/2 vote) 572,044 Common Stock ($4.50 par value) 50,000,000 55,502,283 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) / X / The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 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 acceptance for filing by the Secretary of State (See Section 33-1-230(b)). Date December 9, 1994 SOUTH CAROLINA ELECTRIC & GAS COMPANY By: K. B. Marsh Secretary EX-3.(I) 7 ARTICLES OF AMENDMENT Exhibit 3.05 STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF CORRECTION The following information is submitted pursuant to Section 33- 1-240 of the 1976 South Carolina Code, as amended: 1. The name of the corporation is SOUTH CAROLINA ELECTRIC & GAS COMPANY. 2. That on December 9, 1994, the corporation filed (fill out whichever is applicable): (a) XX The following described document: Articles of Amendment dated December 9, 1994. (b) The attached document (attach copy of the document). 3. That this document was incorrect in the following manner: 3(b) The aggregate number of issued shares of the corporation after giving effect to such cancellation is 41,442,626, consisting of 3,834 shares of 4.60% Cumulative Preferred Stock ($50 par value). 3(c) The amount of the stated capital of the corporation after giving effect to such cancellation is $259,381,361.50. 3(d) The number of shares which the corporation has authority to issue after giving effect to such cancellation is 55,502,283, consisting of 3,834 shares of 4.60% Cumulative Preferred Stock ($50 par value). 4. That the incorrect matters stated in paragraph 3 should be revised as follows: 3(b) The aggregate number of issued shares of the corporation after giving effect to such cancellation is 41,441,126, of which 2,334 are shares of the 4.60% Cumulative Preferred Stock ($50 par value) series. 3(c) The amount of the stated capital of the corporation after giving effect to such cancellation is $259,306,361.50. 3(d) The number of shares which the corporation has authority to issue after giving effect to such cancellation is 55,502,283, of which 2,334 are shares of the 4.60% Cumulative Preferred Stock ($50 par value) series. SOUTH CAROLINA ELECTRIC & GAS COMPANY Date: January 17, 1995 By: Kevin B. Marsh Secretary EX-3.(I) 8 ARTICLES OF AMENDMENT Exhibit 3.06 STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF AMENDMENT Pursuant to Section 33-10-196 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 8, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 7.70% 8 (b) The aggregate number of issued shares of the Corporation after giving effect to such cancellation is 41,441,118, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 2,334 Cumulative Preferred Stock ($50 par value) 4.50% 19,088 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 28,052 Cumulative Preferred Stock ($50 par value) 5.125% 73,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200 Cumulative Preferred Stock ($50 par value) 6% 86,400 Cumulative Preferred Stock ($50 par value) 9.40% 190,245 Cumulative Preferred Stock ($100 par value) 8.12% 126,835 Cumulative Preferred Stock ($100 par value) 7.70% 89,984 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 127,956 Common Stock ($4.50 par value) 40,296,147 41,441,118 (c) The amount of the stated capital of the Corporation after giving effect to such cancellation is $259,305,561.50. (d) The number of shares which the Corporation has authority to issue after giving effect to such cancellation is 55,502,283, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 2,334 Cumulative Preferred Stock ($50 par value) 4.50% 19,088 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 28,052 Cumulative Preferred Stock ($50 par value) 5.125% 73,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200 Cumulative Preferred Stock ($50 par value) 6% 86,400 Cumulative Preferred Stock ($50 par value) 9.40% 190,245 Cumulative Preferred Stock ($100 par value) 8.12% 126,835 Cumulative Preferred Stock ($100 par value) 7.70% 89,984 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 127,956 Serial Preferred Stock ($50 par value) (1 vote) 449,755 Serial Preferred Stock ($100 par value) (1 vote) 1,335,513 Serial Preferred Stock ($25 par value) (1/4 vote) 2,000,000 Serial Preferred Stock ($50 par value) (1/2 vote) 572,044 Common Stock ($4.50 par value) 50,000,000 55,502,283 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) / X / The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 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 acceptance for filing by the Secretary of State (See Section 33-1-230(b)). Date January 13, 1995 SOUTH CAROLINA ELECTRIC & GAS COMPANY By: K. B. Marsh Secretary EX-3.(I) 9 ARTICLES OF AMENDMENT Exhibit 3.07 STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF AMENDMENT Pursuant to Section 33-10-196 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 35,515 itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($100 par value) 7.70% 260 Cumulative Preferred Stock ($100 par value) 8.12% 49 Cumulative Preferred Stock ($50 par value) 8.72% 31,971 Cumulative Preferred Stock ($50 par value) 9.40% 35 Cumulative Preferred Stock ($50 par value) 6.00% 3,200 (b) The aggregate number of issued shares of the Corporation after giving effect to such cancellation is 41,405,603, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 2,334 Cumulative Preferred Stock ($50 par value) 4.50% 19,088 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 28,052 Cumulative Preferred Stock ($50 par value) 5.125% 73,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200 Cumulative Preferred Stock ($50 par value) 6% 83,200 Cumulative Preferred Stock ($50 par value) 9.40% 190,210 Cumulative Preferred Stock ($100 par value) 8.12% 126,786 Cumulative Preferred Stock ($100 par value) 7.70% 89,724 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 95,985 Common Stock ($4.50 par value) 40,296,147 41,405,603 (c) The amount of the stated capital of the Corporation after giving effect to such cancellation is $257,514,361.50. (d) The number of shares which the Corporation has authority to issue after giving effect to such cancellation is 55,502,283, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 2,334 Cumulative Preferred Stock ($50 par value) 4.50% 19,088 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 28,052 Cumulative Preferred Stock ($50 par value) 5.125% 73,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200 Cumulative Preferred Stock ($50 par value) 6% 83,200 Cumulative Preferred Stock ($50 par value) 9.40% 190,210 Cumulative Preferred Stock ($100 par value) 8.12% 126,786 Cumulative Preferred Stock ($100 par value) 7.70% 89,724 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 95,985 Serial Preferred Stock ($50 par value) (1 vote) 449,790 Serial Preferred Stock ($100 par value) (1 vote) 1,335,822 Serial Preferred Stock ($25 par value) (1/4 vote) 2,000,000 Serial Preferred Stock ($50 par value) (1/2 vote) 604,015 Common Stock ($4.50 par value) 50,000,000 55,499,083 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) / X / The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 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 acceptance for filing by the Secretary of State (See Section 33-1-230(b)). Date March 30, 1995 SOUTH CAROLINA ELECTRIC & GAS COMPANY By: K. B. Marsh Secretary EX-3.(I) 10 ARTICLES OF AMENDMENT Exhibit 3.08 STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF CORRECTION The following information is submitted pursuant to Section 33-1-240 of the 1976 South Carolina Code, as amended: 1. The name of the corporation is SOUTH CAROLINA ELECTRIC & GAS COMPANY. 2. That on March 31, 1995, the corporation filed (fill out whichever is applicable): (a) XX The following described document: Articles of Amendment dated March 30, 1995. (b) The attached document (attach copy of the document). 3. That this document was incorrect in the following manner: 3(d) The number of shares which the corporation has authority to issue after giving effect to such cancellation is 55,502,283, itemized as follows: 4. That the incorrect matters stated in Paragraph 3 should be revised as follows: 3(d) The number of shares which the corporation has authority to issue after giving effect to such cancellation is 55,499,083, itemized as follows: SOUTH CAROLINA ELECTRIC & GAS COMPANY Date: December 13, 1995 By: Kevin B. Marsh Secretary EX-3.(I) 11 ARTICLES OF AMENDMENT Exhibit 3.09 STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF AMENDMENT Pursuant to Section 33-10-196 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 22,960 itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 4.50% 1,569 Cumulative Preferred Stock ($50 par value) 4.60% 1,500 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 2,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 3,400 Cumulative Preferred Stock ($50 par value) 5.125% 1,000 Cumulative Preferred Stock ($100 par value) 7.70% 2,759 Cumulative Preferred Stock ($100 par value) 8.12% 3,741 Cumulative Preferred Stock ($50 par value) 9.40% 6,991 (b) The aggregate number of issued shares of the Corporation after giving effect to such cancellation is 41,382,643, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 834 Cumulative Preferred Stock ($50 par value) 4.50% 17,519 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 26,052 Cumulative Preferred Stock ($50 par value) 5.125% 72,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 74,800 Cumulative Preferred Stock ($50 par value) 6% 83,200 Cumulative Preferred Stock ($50 par value) 9.40% 183,219 Cumulative Preferred Stock ($100 par value) 8.12% 123,045 Cumulative Preferred Stock ($100 par value) 7.70% 86,965 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 95,985 Common Stock ($4.50 par value) 40,296,147 ---------- 41,382,643 (c) The amount of the stated capital of the Corporation after giving effect to such cancellation is $256,041,361.50. (d) The number of shares which the Corporation has authority to issue after giving effect to such cancellation is 55,489,614, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 834 Cumulative Preferred Stock ($50 par value) 4.50% 17,519 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 26,052 Cumulative Preferred Stock ($50 par value) 5.125% 72,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 74,800 Cumulative Preferred Stock ($50 par value) 6% 83,200 Cumulative Preferred Stock ($50 par value) 9.40% 183,219 Cumulative Preferred Stock ($100 par value) 8.12% 123,045 Cumulative Preferred Stock ($100 par value) 7.70% 86,965 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 95,985 Serial Preferred Stock ($50 par value) (1 vote) 456,781 Serial Preferred Stock ($100 par value) (1 vote) 1,342,322 Serial Preferred Stock ($25 par value) (1/4 vote) 2,000,000 Serial Preferred Stock ($50 par value) (1/2 vote) 604,015 Common Stock ($4.50 par value) 50,000,000 ---------- 55,489,614 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 Section 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 acceptance for filing by the Secretary of State (See Section 33-1-230(b)). Date December 13, 1995 SOUTH CAROLINA ELECTRIC & GAS COMPANY By: K. B. Marsh Secretary EX-3.(I) 12 ARTICLES OF AMENDMENT Exhibit 3.10 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 57,517, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 4.50% 1,519 Cumulative Preferred Stock ($50 par value) 4.60% 747 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 2,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 3,400 Cumulative Preferred Stock ($50 par value) 5.125% 1,000 Cumulative Preferred Stock ($100 par value) 7.70% 2,965 Cumulative Preferred Stock ($100 par value) 8.12% 4,233 Cumulative Preferred Stock ($50 par value) 9.40% 6,468 Cumulative Preferred Stock ($50 par value) 8.72% 31,985 Cumulative Preferred Stock ($50 par value) 6.00% 3,200 (b) The aggregate number of issued shares of the corporation after giving effect to such cancellation is 41,325,126, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 " " " " 4.60% 87 " " " " 4.50% 16,000 " " " " 4.60% (Series A) 24,052 " " " " 5.125% 71,000 " " " " 4.60% (Series B) 71,400 " " " " 6% 80,000 " " " " 9.40% 176,751 " " " ($100 par value) 8.12% 118,812 " " " " 7.70% 84,000 " " " " 8.40% 197,668 " " " ($50 par value) 8.72% 64,000 Common Stock ($4.50 par value)------ 40,296,147 41,325,126 (c) The amount of the stated capital of the corporation after giving effect to such cancellation is $252,805,611.50. (d) The number of shares which the corporation has authority to issue after giving effect to such cancellation is 55,477,748, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 " " " " 4.60% 87 " " " " 4.50% 16,000 " " " " 4.60% (Series A) 24,052 " " " " 5.125% 71,000 " " " " 4.60% (Series B) 71,400 " " " " 6% 80,000 " " " " 9.40% 176,751 " " " ($100 par value) 8.12% 118,812 " " " " 7.70% 84,000 " " " " 8.40% 197,668 " " " ($50 par value) 8.72% 64,000 Serial Preferred Stock ($50 par value) (1 vote) ---- 463,249 Serial Preferred Stock ($100 par value) (1 vote) ---- 1,349,520 Serial Preferred Stock ($25 par value) (1/4 vote) ---- 2,000,000 Serial Preferred Stock ($50 par value) (1/2 vote) ---- 636,000 Common Stock ($4.50 par value) ---- 50,000,000 55,477,748 -- 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: February 21, 1997 By:_____s/Lynn M. Williams_____________ Secretary EX-3.(I) 13 ARTCLES OF AMENDMENT Exhibit 3.11 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 February 18, 1997 the corporation adopted the following Amendment(s) of its Articles of Incorporation: See Exhibit A attached hereto. 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: (if not applicable, insert "not applicable" or "NA"). 4. Complete either a or b, whichever is applicable. (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 *NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively state the total number of undisputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by the voting group. (b) XX 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)): DATE: April 22, 1997 SOUTH CAROLINA ELECTRIC & GAS COMPANY By: s/K. B. Marsh (Signature) K. B. Marsh, Vice-President and Chief Financial Officer (Type or Print Name and Office) FILING INSTRUCTIONS 1. Two copies of this form, the original and either a duplicate original or a conformed copy, must be filed. 2. If the space in this form is insufficient, please attach additional sheets containing a reference to the appropriate paragraph in this form. 3. Filing fee and taxes payable to the Secretary of State at time of filing application. Filing Fee $ 10.00 Filing tax 100.00 Total $110.00 Form Approved by South Carolina Secretary of State 1/89 EXHIBIT A The Board of Directors of South Carolina Electric & Gas Company (the "Company"), pursuant to Section 33-10-106 of the South Carolina Code 1976, as amended, and Section B.2 of Article V of the Restated Articles of Incorporation of the Company, as amended, has, by resolution duly adopted on February 18, 1997, established and designated a new series of its Preferred Stock comprising 1,000,000 shares of the par value of $100 per share, designated "6.52% Cumulative Preferred Stock," having, in addition to the relative rights, limitations and preferences set forth in Article V of the Restated Articles of Incorporation of the Company, as amended, the following relative rights, limitations and preferences: 1. (a) Subject to the provisions of Section C of Article V of the Restated Articles of Incorporation of the Company, as amended, and subject to adjustment pursuant to the provisions of Subparagraph (b) of this Paragraph 1, dividends shall be payable upon the 6.52% Cumulative Preferred Stock in the manner contemplated by said Section C at the rate of 6.52% of par value per annum. Dividends shall be cumulative from the date of the original issuance of the first share of the 6.52% Cumulative Preferred Stock. (b) If, prior to 18 months after the date of the original issuance of the 6.52% Cumulative Preferred Stock, one or more amendments to the Internal Revenue Code of 1986, as amended (the "Code"), are enacted that reduce the percentage of the dividends-received deduction (currently 70%) as specified in section 243(a)(1) of the Code or any successor provision (the "Dividends-Received Percentage"), certain adjustments may be made in respect of the dividends payable by the Company with respect to the 6.52% Cumulative Preferred Stock, and Post Declaration Date Dividends and Retroactive Dividends (as such terms are defined below) may become payable, as described in the further provisions of this Subparagraph (b). The amount of each dividend payable (if declared) per share of 6.52% Cumulative Preferred Stock for dividend payments made on or after the effective date of such change in the Code will be adjusted by multiplying the amount of the dividend payable at the stated dividend rate of 6.52% (before adjustment) by a factor, which will be the number determined in accordance with the following formula (the "DRD Formula"), and rounding the result to the nearest cent (with one-half cent rounded up): 1-.35 (1-.70) 1-.35 (1-DRP) For the purposes of the DRD Formula, "DRP" means the Dividends-Received Percentage (expressed as a decimal) applicable to the dividend in question; provided, however, that if the Dividends-Received Percentage applicable to the dividend in question shall be less than 50%, then the DRP shall equal .50. No amendment to the Code, other than a change in the percentage of the dividends-received deduction set forth in section 243(a)(1) of the Code or any successor provision thereto, will give rise to an adjustment. Notwithstanding the foregoing provisions, if, with respect to any such amendment, the Company receives either an unqualified opinion of nationally recognized independent tax counsel selected by the Company or a private letter ruling or similar form of authorization from the Internal Revenue Service ("IRS") to the effect that such amendment does not apply to a dividend payable on the 6.52% Cumulative Preferred Stock, then such amendment will not result in the adjustment provided for pursuant to the DRD Formula with respect to such dividend. The opinion referenced in the previous sentence shall be based upon the legislation amending or establishing the DRP or upon a published pronouncement of the IRS addressing such legislation. Unless the context otherwise requires, references to dividends in this Subparagraph (b) mean dividends as adjusted by the DRD Formula. The Company's calculation of the dividends payable, as so adjusted and as certified accurate as to calculation and reasonable as to method by the independent certified public accountants then regularly engaged by the Company, shall be final and not subject to review absent manifest error. Notwithstanding the foregoing, if any such amendment to the Code is enacted after the dividend payable on a dividend payment date has been declared, the amount of the dividend payable on such dividend payment date will not be increased; instead, additional dividends (the "Post Declaration Date Dividends") equal to the excess, if any, of (x) the product of the dividend paid by the Company on such dividend payment date and the DRD Formula (where the DRP used in the DRD Formula would be equal to the greater of the Dividend-Received Percentage applicable to the dividend in question and .50) over (y) the dividend paid by the Company on such dividend payment date, will be payable (if declared) to holders of 6.52% Cumulative Preferred Stock on the record date applicable to the next succeeding dividend payment date or, if the 6.52% Cumulative Preferred Stock is called for redemption prior to such record date, to holders of 6.52% Cumulative Preferred Stock on the applicable redemption date, as the case may be, in addition to any other amounts payable on such date. If any such amendment to the Code is enacted and the reduction in the Dividends-Received Percentage retroactively applies to a dividend payment date as to which the Company previously paid dividends on the 6.52% Cumulative Preferred Stock (each, an "Affected Dividend Payment Date"), the Company will pay (if declared) additional dividends (the "Retroactive Dividends") to holders of 6.52% Cumulative Preferred Stock on the record date applicable to the next succeeding dividend payment date (or, if such amendment is enacted after the dividend payable on such dividend payment date has been declared, to holders of 6.52% Cumulative Preferred Stock on the record date following the date of enactment), or, if the 6.52% Cumulative Preferred Stock is called for redemption prior to such record date, to holders of 6.52% Cumulative Preferred Stock on the applicable redemption date, as the case may be, in an amount equal to the excess of (x) the product of the dividend paid by the Company on each Affected Dividend Payment Date and the DRD Formula (where the DRP used in the DRD Formula would be equal to the greater of the Dividends- Received Percentage and .50 applied to each Affected Dividend Payment Date) over (y) the sum of the dividend paid by the Company on each Affected Dividend Payment Date. The Company will only make one payment of Retroactive Dividends for any such amendment. Notwithstanding the foregoing provisions, if, with respect to any such amendment, the Company receives either an unqualified opinion of nationally recognized independent tax counsel selected by the Company or a private letter ruling or similar form of authorization from the IRS to the effect that such amendment does not apply to a dividend payable on an Affected Dividend Payment Date for the 6.52% Cumulative Preferred Stock, then such amendment will not result in the payment of Retroactive Dividends with respect to such Affected Dividend Payment Date. The opinion referenced in the previous sentence shall be based upon the legislation amending or establishing the DRP or upon a published pronouncement of the IRS addressing such legislation. Notwithstanding the foregoing, no adjustment in the dividends payable by the Company shall be made, and no Post Declaration Date Dividends or Retroactive Dividends shall be payable by the Company, in respect of the enactment of any amendment to the Code 18 months or more after the date of original issuance of the 6.52% Cumulative Preferred Stock that reduces the Dividends-Received Percentage. In the event that the amount of dividends payable per share of the 6.52% Cumulative Preferred Stock is adjusted pursuant to the DRD Formula and/or Post Declaration Date Dividends or Retroactive Dividends are to be paid, the Company will give notice of each such adjustment and, if applicable, any Post Declaration Date Dividends and Retroactive Dividends to the holders of 6.52% Cumulative Preferred Stock. 2. Subject to the provisions of Sections C and E of Article V of the Restated Articles of Incorporation of the Company, as amended, on or after April 24, 2007, the Company, at its option, may redeem the 6.52% Cumulative Preferred Stock, in whole or in part, at any time or from time to time, out of funds legally available therefor, at the redemption price of $100 per share plus an amount equal to the dividend (whether or not declared) accrued but not previously paid to but excluding the date of such redemption, including any adjustments in dividends payable due to changes in the Dividends-Received Percentage. 3. The 6.52% Cumulative Preferred Stock is not subject to any mandatory redemption, sinking fund or other similar provisions. EX-3.(I) 14 ARTICLES OF AMENDMENT Exhibit 3.12 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 659,276 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% 87 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 2,158 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 6,800 Cumulative Preferred Stock ($50 par value) 5.125% 1,000 Cumulative Preferred Stock ($100 par value) 7.70% 84,000 Cumulative Preferred Stock ($100 par value) 8.12% 118,812 Cumulative Preferred Stock ($50 par value) 9.40% 176,751 Cumulative Preferred Stock ($50 par value) 8.72% 64,000 Cumulative Preferred Stock ($50 par value) 6.00% 6,400 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 (b) The aggregate number of issued shares of the corporation after giving effect to such cancellation is 41,665,850, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 " " " " 4.60% 0 " " " " 4.50% 14,400 " " " " 4.60% (Series A) 21,894 " " " " 5.125% 70,000 " " " " 4.60% (Series B) 64,600 " " " " 6% 73,600 " " " " 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 ---------- 41,665.850 (c) The amount of the stated capital of the corporation after giving effect to such cancellation is $299,817,811.50. (d) The number of shares which the corporation has authority to issue after giving effect to such cancellation is 56,459,703, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 " " " " 4.60% 0 " " " " 4.50% 14,400 " " " " 4.60% (Series A) 21,894 " " " " 5.125% 70,000 " " " " 4.60% (Series B) 64,600 " " " " 6% 73,600 " " " " 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 ---------- 56,459,703 -- 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: April 9, 1998 By:___s/Lynn M. Williams________________ ------------------ Secretary EX-3.(II) 15 BY-LAWS Exhibit 3.13 BY-LAWS OF SOUTH CAROLINA ELECTRIC & GAS COMPANY AS AMENDED AND ADOPTED December 17, 1997 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. 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 shareholders shall be held on a date selected by the Board of Directors at its last regularly scheduled meeting in a calendar year. 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 By-Laws 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 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. 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, provided, however, such removal shall be subject to the following: (1) Whenever the shares of a class of stock are entitled to elect one or more directors, any director so elected may be removed only by the vote of the holders of the outstanding shares of that class voting separately as a class, and (1) No director who has been elected by cumulative voting may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. Section 2. In addition to the powers and authorities by these By-Laws 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 By-Laws 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 of the Board, 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 By-Laws. 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 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 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 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 which of 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. No officer receiving compensation from any affiliated company shall at the same time be compensated by 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, 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 By-Laws, 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 By-Laws, 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 By-Laws, have all the powers and duties granted and delegated to the Chief Executive Officer by Section 1 of Article VIII of these By-Laws. 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 By-Laws or by the Board of Directors. ARTICLE X THE VICE CHAIRMAN OF THE BOARD 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 By-Laws 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 Section 1 of Article VII of these By-Laws, have all the powers and duties granted and delegated to the Chief Executive Officer by Section 1 of Article VIII of these By-Laws. 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 By-Laws, then the President shall have such powers and duties as may be assigned to him by the Chief Executive Officer. In addition, he shall be a member of the Executive Committee, and, 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 By-Laws 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 By-Laws, 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 the Board 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 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 By-Laws, or by the Board of Directors. 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. Notwithstanding anything contained in the preceding sentence, if a vacancy occurs with respect to a director elected by the votes of a particular class of stock such vacancy shall be filled by the remaining director or directors elected by that class, or by the stockholders of that class, and any vacancy created by an increase in the number of directors of the Corporation shall be filled only by election by the stockholders entitled to vote with respect thereto at an annual meeting or a special meeting of stockholders called for that purpose. 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 Chairman of the Board, the Vice Chairman of the Board, 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 Chairman of the Board, Vice Chairman of the Board, 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 interests, 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 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 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. 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. 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 By-Laws, whenever under the provisions of these By-Laws 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 By-Laws. 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. Any of these By-Laws may be altered, amended or repealed, and/or one or more new By-Laws 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 By-Laws may also be altered, amended or repealed, and/or one or more new By-Laws 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 or by 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 By-Laws made by the Board of Directors and/or reinstate any of these By-Laws repealed by the Board of Directors, and/or repeal any new By-Law adopted by the Board of Directors. EX-4 16 FIFTY-THIRD SUPPLEMENTAL INDENTURE Exhibit 4.04 SOUTH CAROLINA ELECTRIC & GAS COMPANY TO THE CHASE MANHATTAN BANK, Trustee ------------------------------ FIFTY-THIRD SUPPLEMENTAL INDENTURE (SUPPLEMENTAL TO INDENTURE OF SOUTH CAROLINA POWER COMPANY DATED AS OF JANUARY 1, 1945) PROVIDING FOR FIRST AND REFUNDING MORTGAGE BONDS, 0% SERIES DUE DECEMBER 31, 2098 ISSUED BY SOUTH CAROLINA ELECTRIC & GAS COMPANY, AS SUCCESSOR CORPORATION TO SOUTH CAROLINA POWER COMPANY Dated as of May 1, 1999 THE INDENTURE OF SOUTH CAROLINA ELECTRIC & GAS COMPANY TO CENTRAL HANOVER BANK AND TRUST COMPANY, PREDECESSOR TRUSTEE TO THE CHASE MANHATTAN BANK, AS TRUSTEE, DATED AS OF JANUARY 1, 1945 (THE "INDENTURE"), RECORDED IN THE RMC OFFICE OF THIS COUNTY AS DESCRIBED ON EXHIBIT A HERETO, AS HERETOFORE AMENDED AND SUPPLEMENTED AND AS AMENDED AND SUPPLEMENTED BY THIS FIFTY-THIRD SUPPLEMENTAL INDENTURE THERETO IS SUBJECT TO, AND IS INTENDED TO TAKE ADVANTAGE OF, THE PROVISIONS OF SECTIONS 29-1-10 AND 29-3-80, S. C. CODE OF LAWS (1976), AS AMENDED. THE LIEN OF THE INDENTURE, AS SUPPLEMENTED OR AMENDED FROM TIME TO TIME, SHALL CONTINUE UNTIL SATISFIED OR RELEASED OF RECORD REGARDLESS OF WHETHER OR NOT SUCH INDENTURE STATES A MATURITY DATE. FURTHER, AS SET FORTH IN THE INDENTURE, THE LIEN AFFECTS AFTER-ACQUIRED PROPERTY. (The Chase Manhattan Bank, formerly known as Chemical Bank) THIS FIFTY-THIRD SUPPLEMENTAL INDENTURE, dated as of May 1, 1999, made and entered into by and between SOUTH CAROLINA ELECTRIC & GAS COMPANY, a corporation organized and existing under the laws of the State of South Carolina, with its principal place of business in Columbia, Richland County, South Carolina (the "Company"), party of the first part, and THE CHASE MANHATTAN BANK (successor to Central Hanover Bank and Trust Company), a corporation organized and existing under the laws of the State of New York, with its principal office in the Borough of Manhattan, The City of New York (the "Trustee"), as Trustee under the Indenture dated as of January 1, 1945 between the South Carolina Power Company (the "Power Company") and Central Hanover Bank and Trust Company, as Trustee, party of the second part; Whereas, the Power Company heretofore executed and delivered to the Trustee an Indenture dated as of January 1, 1945 (the "Original Indenture"), a Supplemental Indenture thereto dated as of May 1, 1946, a Supplemental Indenture thereto dated as of May 1, 1947 and a Third Supplemental Indenture thereto dated as of July 1, 1949; and Whereas, the Company heretofore executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of April 1, 1950, wherein, among other things, (i) the Company assumed the due and punctual payment of the principal of, premium, if any, and interest on all bonds theretofore authenticated under the Original Indenture as theretofore supplemented, according to their tenor, and the due and punctual performance of all of the covenants and agreements of the Original Indenture, as theretofore supplemented, required to be kept or performed by the Power Company and (ii) the Company conveyed, transferred and mortgaged to the Trustee and subjected to the lien of the Original Indenture as theretofore supplemented, as supplemented by the Fourth Supplemental Indenture, and as it might thereafter be supplemented, all property then owned or thereafter to be acquired by the Company, except property of a character similar to that excluded from the lien of the Original Indenture; and Whereas, upon the execution and delivery of said Fourth Supplemental Indenture, dated as of April 1, 1950, the Company succeeded to and became substituted for the Power Company as Successor Corporation to the Power Company under the Original Indenture, as contemplated by Article XV of the Original Indenture; and Whereas, the Company, as such Successor Corporation, has heretofore executed and delivered to the Trustee the following supplemental indentures: DESIGNATION DATED AS OF Fifth Supplemental Indenture...........................December 1, 1950 Sixth Supplemental Indenture...............................July 1, 1951 Seventh Supplemental Indenture.............................June 1, 1953 Eighth Supplemental Indenture..............................June 1, 1955 Ninth Supplemental Indenture...........................November 1, 1957 Tenth Supplemental Indenture..........................September 1, 1958 Eleventh Supplemental Indenture.......................September 1, 1960 Twelfth Supplemental Indenture.............................June 1, 1961 Thirteenth Supplemental Indenture......................December 1, 1965 Fourteenth Supplemental Indenture..........................June 1, 1966 Fifteenth Supplemental Indenture...........................June 1, 1967 Sixteenth Supplemental Indenture......................September 1, 1968 Seventeenth Supplemental Indenture.........................June 1, 1969 Eighteenth Supplemental Indenture......................December 1, 1969 Nineteenth Supplemental Indenture..........................June 1, 1970 Twentieth Supplemental Indenture.............................March 1, 1971 Twenty-first Supplemental Indenture........................January 1, 1972 Twenty-second Supplemental Indenture..........................July 1, 1974 Twenty-third Supplemental Indenture............................May 1, 1975 Twenty-fourth Supplemental Indenture..........................July 1, 1975 Twenty-fifth Supplemental Indenture.......................February 1, 1976 Twenty-sixth Supplemental Indenture.......................December 1, 1976 Twenty-seventh Supplemental Indenture........................March 1, 1977 Twenty-eighth Supplemental Indenture...........................May 1, 1977 Twenty-ninth Supplemental Indenture.......................February 1, 1978 Thirtieth Supplemental Indenture..............................June 1, 1978 Thirty-first Supplemental Indenture..........................April 1, 1979 Thirty-second Supplemental Indenture..........................June 1, 1979 Thirty-third Supplemental Indenture..........................April 1, 1980 Thirty-fourth Supplemental Indenture..........................June 1, 1980 Thirty-fifth Supplemental Indenture.......................December 1, 1980 Thirty-sixth Supplemental Indenture..........................April 1, 1981 Thirty-seventh Supplemental Indenture.........................June 1, 1981 Thirty-eighth Supplemental Indenture.........................March 1, 1982 Thirty-ninth Supplemental Indenture.........................April 15, 1982 Fortieth Supplemental Indenture................................May 1, 1982 Forty-first Supplemental Indenture........................December 1, 1984 Forty-second Supplemental Indenture.......................December 1, 1985 Forty-third Supplemental Indenture............................June 1, 1986 Forty-fourth Supplemental Indenture.......................February 1, 1987 Forty-fifth Supplemental Indenture.......................September 1, 1987 Forty-sixth Supplemental Indenture.........................January 1, 1989 Forty-seventh Supplemental Indenture.......................January 1, 1991 Forty-eighth Supplemental Indenture.......................February 1, 1991 Forty-ninth Supplemental Indenture...........................July 15, 1991 Fiftieth Supplemental Indenture............................August 15, 1991 Fifty-first Supplemental Indenture...........................April 1, 1993 Fifty-second Supplemental Indenture...........................July 1, 1993 all supplemental to the Original Indenture; the Original Indenture, together with all instruments stated to be supplemental thereto to which the Trustee has heretofore been or shall hereafter be a party, including the aforesaid supplemental indentures and this Fifty-third Supplemental Indenture (herein sometimes referred to as "this Supplemental Indenture"), being herein sometimes referred to collectively as the "Mortgage"; and Whereas, the Company, as such Successor Corporation, has executed certain mortgages, specifically subjecting to the lien of the Mortgage certain property purchased, constructed or otherwise acquired by the Company subsequent to January 1, 1965; and Whereas, there have been issued under the Original Indenture as heretofore supplemented, the following series of First and Refunding Mortgage Bonds, of which the following principal amounts were outstanding at the date of this Supplemental Indenture: PRINCIPAL PRINCIPAL AMOUNT AMOUNT SERIES ISSUED OUTSTANDING 3% Series due 1975 "Bonds of the First Series".................. $ 8,000,000 None 3% Series due 1977 "Bonds of the Second Series"................. 4,000,000 None 3 1/8% Series due 1979 "Bonds of the Third Series".................. 4,000,000 None 3% Series due 1980 "Bonds of the Fourth Series"................. 72,445,000 None 3% Series A due 1980 "Bonds of the Fifth Series".................. 4,000,000 None 3 3/4% Series due 1981 "Bonds of the Sixth Series".................. 6,000,000 None 4 1/8% Series due 1983 "Bonds of the Seventh Series"................ 4,000,000 None 3 1/2% Series due 1985 "Bonds of the Eighth Series"................. 5,000,000 None 5 1/2% Series due 1987 "Bonds of the Ninth Series".................. 10,000,000 None 4 7/8% Series due 1988 "Bonds of the Tenth Series".................. 10,000,000 None 5% Series due 1990 "Bonds of the Eleventh Series"............... 10,000,000 None 5% Series due June 1, 1991 "Bonds of the Twelfth Series"................ 8,000,000 None 4 7/8% Series due 1995 "Bonds of the Thirteenth Series"............. 16,000,000 None 5.45% Series due 1996 "Bonds of the Fourteenth Series"............. 15,000,000 None 6% Series due June 1, 1997 "Bonds of the Fifteenth Series".............. 15,000,000 None 6 1/2% Series due September 1, 1998 "Bonds of the Sixteenth Series".............. 112,064,000 None 8% Series due June 1 1999 "Bonds of the Seventeenth Series"............ 35,000,000 None 9 1/8% Series due December 1, 1999 "Bonds of the Eighteenth Series"............. 15,000,000 None 9 7/8% Series due June 1, 2000 "Bonds of the Nineteenth Series"............. 30,000,000 None 8% Series due March 1, 2001 "Bonds of the Twentieth Series".............. 35,000,000 None PRINCIPAL PRINCIPAL AMOUNT AMOUNT SERIES ISSUED OUTSTANDING 7 1/4% series due January 1, 2002 "Bonds of the Twenty-first Series"............ $30,000,000 None 10 1/2% Series due July 1, 1979 "Bonds of the Twenty-second Series"........... 35,000,000 None 10 1/2% Series due May 1, 1990 "Bonds of the Twenty-third Series"............ 15,000,000 None 9 3/8% Series due July 1, 1984 "Bonds of the Twenty-fourth Series"........... 25,000,000 None 9 1/8% Series due February 1, 2006 "Bonds of the Twenty-fifth Series"............ 50,000,000 None 8.40% Series due December 1, 2006 "Bonds of the Twenty-sixth Series"............ 50,000,000 None 8 3/8% Series due March 1, 2007 "Bonds of the Twenty-seventh Series".......... 30,000,000 None 7% Series due May 1, 1982 "Bonds of the Twenty-eighth Series"........... 50,000,000 None 8.90% Series due February 1, 2008 "Bonds of the Twenty-ninth Series"............ 30,000,000 None 8.45% Series due June 1, 1981 "Bonds of the Thirtieth Series"............... 40,000,000 None 10 1/8% Series due April 1, 2009 "Bonds of the Thirty-first Series"............ 35,000,000 None 9 7/8% Series due June 1, 2009 "Bonds of the Thirty-second Series" .......... 50,000,000 None 14 1/2% Series due 1983-1987 "Bonds of the Thirty-third Series"............ 80,000,000 None 12.15% Series due June 1, 2010 "Bonds of the Thirty-fourth Series"........... 50,000,000 None 14 1/2% Series due April 1, 1982 "Bonds of the Thirty-fifth Series"............ 15,000,000 None 14 3/8% Series due October 1, 1986 "Bonds of the Thirty-sixth Series"............ 15,000,000 None 16% Series due June 1, 2011 "Bonds of the Thirty-seventh Series".......... 70,000,000 None 14 1/2% Series due April 1,1984 "Bonds of the Thirty-eighth Series"........... 15,000,000 None 15 1/2% Series due April 15, 1989 "Bonds of the Thirty-ninth Series"............ 60,000,000 None 15 5/8% Series due May 1, 1987 "Bonds of the Fortieth Series"................ 25,000,000 None 15% Series due September 1, 2014 "Bonds of the Forty-first Series"............. 57,000,000 $ 56,820,000 PRINCIPAL PRINCIPAL AMOUNT AMOUNT SERIES ISSUED OUTSTANDING 15% Series A due September 1, 2014 "Bonds of the Forty-second Series"........... $ 5,500,000 $ 5,210,000 15% Series B due September 1, 2014 "Bonds of the Forty-third Series"............ 1,100,000 1,090,000 8 3/4% Series due February 1, 2017 "Bonds of the Forty-fourth Series"........... 100,000,000 None 15% Series C due September 1 2014 "Bonds of the Forty-fifth Series"............ 4,365,000 4,365,000 20% Series due February 1, 1991 "Bonds of the Forty-sixth Series"............ 75,000,000 None 20% Series due January 14, 1991 "Bonds of the Forty-seventh Series".......... 70,000,000 None 20% Series due February 4, 1992 "Bonds of the Forty-eighth Series"........... 75,000,000 None 9% Series due July 15, 2006 "Bonds of the Forty-ninth Series"............ 145,000,000 130,771,000 8 7/8% Series due August 15, 2021 "Bonds of the Fiftieth Series"............... 155,000,000 113,450,000 Series A due December 1, 2093 "Bonds of the Fifty-first Series"............ 375,000,000 375,000,000 Series B due December 1, 2093 "Bonds of the Fifty-second Series"........... 740,035,000 425,000,000 ; and Whereas, it is provided in Section 2.01 of the Original Indenture that the aggregate principal amount of bonds which may be secured by the Mortgage shall be such aggregate principal amount as may from time to time be authenticated and delivered under the provisions thereof, provided, however, that until an indenture or indentures supplemental thereto shall be executed and delivered by the Company to the Trustee pursuant to authorization by the Board of Directors and filed for record in all counties in which the mortgaged and pledged property is located, increasing or decreasing the amount of future advances and other indebtedness and sums which may be secured thereby, the Mortgage may secure future advances and other indebtedness and sums not to exceed in the aggregate $50,000,000; and Whereas, Section 1.01 of the aforesaid Sixth Supplemental Indenture increased the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $50,000,000 to $100,000,000; and Whereas, Section 1.01 of the aforesaid Twelfth Supplemental Indenture increased the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $100,000,000 to $200,000,000; and Whereas, Section 2.01 of the aforesaid Seventeenth Supplemental Indenture increased the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $200,000,000 to $300,000,000; and Whereas, Section 2.01 of the aforesaid Twenty-first Supplemental Indenture increased the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $300,000,000 to $500,000,000; and Whereas, Section 2.01 of the aforesaid Twenty-seventh Supplemental Indenture increased the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $500,000,000 to $1,000,000,000; and Whereas, Section 1.04 of the aforesaid Forty-ninth Supplemental Indenture increased the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $1,000,000,000 to $1,500,000,000; and Whereas, the Company, as Successor Corporation as aforesaid, by appropriate corporate action taken by its Board of Directors in accordance with the provisions of said Section 2.01 of the Original Indenture, has determined to increase the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $1,500,000,000 to $5,000,000,000 and has duly authorized the execution and delivery to the Trustee of this Fifty-third Supplemental Indenture to effect such increase; and Whereas, it is provided in Section 2.01 of the Twenty-third Supplemental Indenture that Article XVII of the Original Indenture shall be amended as set forth therein at such time after the required consents, if any, of the holders of bonds of other series shall have been given as therein provided; and Whereas, it is further provided in Section 2.01 of the Twenty-third Supplemental Indenture that the amendments to Article XVII of the Original Indenture set forth therein shall, subject to the Company and the Trustee entering into an indenture or indentures supplemental to the Original Indenture for the purpose of so amending said Article XVII, become effective at the earlier of (a) such date as no bonds created prior to the bonds of the Twenty-third Series shall remain outstanding or (b) such date as the holders of all series created prior to the bonds of the Twenty-third Series shall have consented thereto; and Whereas, no bonds created prior to the bonds of the Twenty-third Series remain outstanding on the date of this Supplemental Indenture and the holders of all bonds of other series thereafter issued and now outstanding under the Original Indenture have consented to the aforesaid amendments to Article XVII of the Original Indenture; and Whereas, the Company, as Successor Corporation as aforesaid, by appropriate corporate action taken by its Board of Directors in accordance with the provisions of the Original Indenture as heretofore supplemented, has duly authorized the execution and delivery to the Trustee of this Fifty-third Supplemental Indenture to effect such amendments to said Article XVII; and Whereas, the Company, as Successor Corporation as aforesaid, by appropriate corporate action in conformity with the terms of the Original Indenture has duly determined to create a series of bonds under the Original Indenture, to be issued under the name of the Company, to be designated as "First and Refunding Mortgage Bonds, 0% Series due December 31, 2098" (hereinafter sometimes referred to as the "bonds of the Fifty-third Series"); and Whereas, all acts and things necessary to make the bonds of the Fifty-third Series, when authenticated by the Trustee and issued as in the Original Indenture and herein provided, valid, binding and legal obligations of the Company and to constitute the Original Indenture as heretofore supplemented and this Supplemental Indenture valid, binding and legal instruments for the security thereof, have been done and performed, and the execution and delivery of this Supplemental Indenture, and the creation, execution and issue of the bonds of the Fifty-third Series subject to the Original Indenture as heretofore and hereby supplemented, have in all respects been duly authorized; Now, therefore, in consideration of the premises and of the acceptance by the holders thereof of bonds of the Fifty-third Series, and to set forth the form and substance of the bonds of the Fifty-third Series and the terms, provisions and conditions thereof, the Company does hereby covenant and agree to and with the Trustee and its successor or successors in trust and its and their assigns forever for the benefit of those who shall hold the bonds of the Fifty-third Series, as follows: ARTICLE ONE BONDS OF THE FIFTY-THIRD SERIES AND CERTAIN PROVISIONS RELATING THERETO Section 1.01. A. Creation of bonds of the Fifty-third Series. There is hereby created a series of bonds designated First and Refunding Mortgage Bonds, 0% Series due December 31, 2098. Such bonds of the Fifty-third Series shall be issued by the Company in its name, shall be unlimited in principal amount, subject to the limitation on the maximum aggregate principal amount of bonds permitted to be secured by the Mortgage pursuant to Section 2.01 of the Original Indenture and Section 1.04 of this Supplemental Indenture ($5,000,000,000 as of the date hereof), as the same may hereafter be increased or decreased by amendment or supplement to the Mortgage, shall mature on December 31, 2098, unless previously redeemed pursuant to the provisions hereof, and shall be issuable only in fully registered form without coupons in denominations of $1,000 and any multiple thereof. The serial numbers of bonds of the Fifty-third Series shall be such as may be approved by any officer of the Company, the execution thereof by any such officer to be conclusive evidence of such approval. Bonds of the Fifty-third Series shall not bear interest. The principal of said bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, at the corporate trust offices of the Trustee. Bonds of the Fifty-third Series shall be dated as of their date of authentication, and shall be executed on behalf of the Company by its President or a Vice President by his manual signature or a facsimile thereof. Bonds of the Fifty-third Series may be transferred at the principal office of the Trustee in the Borough of Manhattan, the City of New York. B. Form of bonds of the Fifty-third Series. The bonds of the Fifty-third Series and the Trustee's authentication certificate to be executed on all of the bonds of the Fifty-third Series shall be substantially in the following forms, respectively: (Form of Bond of the Fifty-third Series) SOUTH CAROLINA ELECTRIC & GAS COMPANY First and Refunding Mortgage Bond, 0% Series due December 31, 2098 No. $ South Carolina Electric & Gas Company, a South Carolina corporation (hereinafter called the "Company"), for value received, hereby promises to pay to _______________ or registered assigns, the principal sum of _________________ Dollars on December 31, 2098, unless previously redeemed pursuant to the provisions hereof, without interest. The principal of this bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, designated for such purpose, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. This bond is one of the bonds issued and to be issued from time to time under and in accordance with and all secured by an indenture of mortgage or deed of trust dated as of January 1, 1945 (the "Original Indenture"), and indentures supplemental thereto, given by South Carolina Power Company to Central Hanover Bank and Trust Company (now The Chase Manhattan Bank and hereinafter sometimes referred to as the "Trustee"), as trustee, and indentures supplemental thereto dated as of April 1, 1950, as of December 1, 1950, as of July 1, 1951, as of June 1, 1953, as of June 1, 1955, as of November 1, 1957, as of September 1, 1958, as of September 1, 1960, as of June 1, 1961, as of December 1, 1965, as of June 1, 1966, as of June 1, 1967, as of September 1, 1968, as of June 1, 1969, as of December 1,1969, as of June 1, 1970, as of March 1, 1971, as of January 1, 1972, as of July 1, 1974, as of May 1, 1975, as of July 1, 1975, as of February 1, 1976, as of December 1, 1976, as of March 1, 1977, as of May 1, 1977, as of February 1, 1978, as of June 1, 1978, as of April 1, 1979, as of June 1, 1979, as of April 1, 1980, as of June 1, 1980, as of December 1, 1980, as of April 1, 1981, as of June 1, 1981, as of March 1, 1982, as of April 15, 1982, as of May 1, 1982, as of December 1, 1984, as of December 1, 1985, as of June 1, 1986, as of February 1, 1987, as of September 1, 1987, as of January 1, 1989, as of January 1, 1991, as of February 1, 1991, as of July 15, 1991, as of August 15, 1991, as of April 1, 1993, as of July 1, 1993, and as of May 1, 1999, respectively, given by the Company to said Trustee, to which Original Indenture and all indentures supplemental thereto (hereinafter referred to collectively as the "Indenture") reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security and the rights, duties and immunities thereunder of the Trustee and the rights of the holders of said bonds and of the Trustee and of the Company in respect of such security, and the limitations on such rights. By the terms of the Indenture, the bonds to be secured thereby are issuable in series which may vary as to date, amount, date of maturity, rate of interest and in other respects as in the Indenture provided. By the terms of the aforesaid supplemental indenture, dated as of April 1, 1950, the Company, among other things, assumed the due and punctual payment of the principal of, premium, if any, and interest on all of the bonds of South Carolina Power Company then outstanding under the aforesaid indenture of mortgage or deed of trust, dated as of January 1, 1945, of South Carolina Power Company, as theretofore supplemented, and, except as therein provided, the due and punctual performance of all the covenants and agreements of South Carolina Power Company contained in said indenture of mortgage or deed of trust as so supplemented. Bonds of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any multiple thereof. This bond may be exchanged by the registered holder hereof, in person or by attorney duly authorized, at the principal office of the Trustee, in the Borough of Manhattan, City of New York, for a like aggregate principal amount of bonds of this series of any other authorized denomination or denominations, but only in the manner and subject to the conditions prescribed in the Indenture, upon the surrender and cancellation of this bond and the payment of any taxes or other governmental charges payable upon such exchange. Upon the giving of notice of redemption, by first class mail postage prepaid, not less than thirty nor more than forty-five days prior to the date fixed for redemption to each registered holder of a bond to be redeemed, in whole or in part, at the last address of such holder appearing on the registry books, any or all of the bonds of this series may be redeemed by the Company, at its option, or by operation of various provisions of the Indenture, at any time and from time to time, upon payment of the principal amount thereof. In case of certain defaults as specified in the Indenture, the principal of this bond may be declared or may become due and payable on the conditions, at the time, in the manner and with the effect provided in the Indenture. No recourse shall be had for the payment of the principal of or premium, if any, or interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture, to or against any incorporator, stockholder, director or officer, past, present or future, as such, of the Company, or of any predecessor or successor company, either directly or through the Company, or such predecessor or successor company, or otherwise, under any constitution or statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, stockholders, directors and officers, as such, being waived and released by the holder and owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture. Subject to the restrictions noted hereon, this bond is transferable by the registered holder hereof, in person or by attorney duly authorized, at the principal office of the Trustee, in the Borough of Manhattan, the City of New York, but only in the manner and subject to the conditions prescribed in the Indenture, upon the surrender and cancellation of this bond and the payment of any taxes or other governmental charges payable upon such transfer, and upon any such transfer a new bond or bonds of the same series and for the same aggregate principal amount, in authorized denominations, will be issued to the transferee in exchange herefor. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner for the purpose of receiving payment and for all other purposes. This bond shall not be valid or become obligatory for any purpose unless and until it shall have been authenticated by the execution by the Trustee or its successor in trust under the Indenture of the certificate endorsed hereon. IN WITNESS WHEREOF, South Carolina Electric & Gas Company has caused this bond to be executed in its name by its President or one of its Vice Presidents, by his manual signature or a facsimile thereof, and its corporate seal or a facsimile thereof to be affixed hereto or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries. Dated................................................ SOUTH CAROLINA ELECTRIC & GAS COMPANY, By............................................................. President or Vice President Attest: ..................................................... Secretary or Assistant Secretary (FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE) TRUSTEE'S AUTHENTICATION CERTIFICATE This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture. as Trustee, By............................................................. Authorized Officer Section 1.02. Redemption Provisions. Any or all of the bonds of the Fifty-third Series shall be redeemable, at the option of the Company, or by operation of various provisions of the Original Indenture, at any time and from time to time, prior to maturity, upon the giving of notice of redemption, by first class mail postage prepaid, not less than thirty nor more than forty-five days prior to the date fixed for redemption to each registered holder of a bond of the Fifty-third Series to be redeemed in whole or in part, at the last address of such holder appearing on the registry books, upon payment of the principal amount thereof. Section 1.03. Sinking Fund. The respective portions of the sinking fund requirement for any year which are measured by bonds of the Fifteenth through Twenty-second Series, bonds of the Twenty-fourth through Thirty-first Series, bonds of the Thirty-third Series, bonds of the Thirty-seventh Series, bonds of the Thirty-ninth Series, bonds of the Forty-first Series, bonds of the Forty-second Series, bonds of the Forty-fourth Series, bonds of the Forty-sixth Series, bonds of the Fiftieth Series, bonds of the Fifty-first Series, bonds of the Fifty-second Series and bonds of the Fifty-third Series or by bonds of any other series the holders of which shall have consented thereto may be satisfied by certifying to the Trustee unfunded net property additions in an amount equal to 166-2/3% of such portion of such sinking fund requirement; provided, further, however, that no unfunded net property additions shall be used to satisfy any portion of any sinking fund requirement unless there shall be delivered to the Trustee, with such certification, the applicable certificates, opinions of counsel, instruments and cash, if any, required by paragraphs (3), (4), (5), (7), (9) and (10) of Section 4.01 of the Original Indenture showing that the Company has unfunded net property additions equal to the amounts so certified. Section 1.04. Increase in amount of indebtedness which may be secured by the Mortgage. The aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, is increased from $1,500,000,000 as specified in Section 2.01 of the Original Indenture, as amended by Section 1.01 of the Sixth Supplemental Indenture dated as of July 1, 1951, by Section 1.01 of the Twelfth Supplemental Indenture dated as of June 1, 1961, by Section 2.01 of the Twenty-first Supplemental Indenture dated as of January 1, 1972, by Section 2.01 of the Twenty-seventh Supplemental Indenture dated as of March 1, 1977, and by Section 1.04 of the Forty-ninth Supplemental Indenture dated as of July 15, 1991, to $5,000,000,000. Section 1.05. Waiver of certain rights in respect of property additions. The Company covenants and agrees that the provisions of Section 3.01 of the Fourth Supplemental Indenture, dated as of April 1, 1950, shall remain in full force and effect so long as any bonds of the Fifty-third Series shall be outstanding under the Mortgage. Section 1.06. Certain restriction on sale of property. The Company covenants and agrees that so long as any bonds of the Fifty-third Series shall be outstanding under the Mortgage it will not enter into any agreement with any governmental or public body, authority, agency or licensee, providing for the sale by the Company to such governmental or public body, authority, agency or licensee of any part of the mortgaged and pledged property for a consideration less than the current fair value of such property at the time of payment to the Company of such consideration. Section 1.07. Waiver of service charge for exchange or transfer of bonds of the Fifty-third Series. Notwithstanding the provisions of Section 2.05 of the Original Indenture, the Company covenants and agrees that so long as any bonds of the Fifty-third Series shall be outstanding under the Mortgage it will not impose any service charge for any new bond of the Fifty-third Series issued upon any exchange or transfer thereof as permitted by Section 2.06 of the Original Indenture, but the Company shall be entitled to receive funds sufficient to reimburse it for any tax or taxes or other governmental charge required to be paid by the Company in relation thereto. Section 1.08 . Limitations on certain transfers of bonds of the Fifty-third Series. In case less than all of the bonds of the Fifty-third Series at the time outstanding are called for redemption, the Company shall not be required to transfer or exchange any bonds of the Fifty-third Series for a period of ten days before the mailing of a notice of redemption of bonds of the Fifty-third Series selected for redemption, to transfer or exchange any bond of the Fifty-third Series called for redemption in its entirety or to transfer or exchange any portion of a bond of the Fifty-third Series which portion has been called for redemption. ARTICLE TWO AMENDMENT OF MORTGAGE Section 2.01. Amendments described in Twenty-third Supplemental Indenture and subsequent supplemental indentures. Article XVII of the Original Indenture is hereby amended in the following respects: A. The introductory clause of Section 17.02, which presently reads "In each and every case provided for in this Article," shall be amended so as to read "In each and every case provided for in Section 17.01 above,". B. Section 17.02 shall be further amended by the addition of the following new paragraph immediately after the existing text, as amended by Paragraph A above: "Any supplemental indenture authorized by the provisions of Section 17.01 above may be executed by the Company and the Trustee without the consent of the holders of any of the bonds at the time outstanding, notwithstanding any of the provisions of Section 17.03 hereof." C. There shall be inserted new Sections 17.03, 17.04 and 17.05, which Sections shall read as follows: "Section 17.03. With the consent (evidenced as provided in Section 12.01 hereof) of the holders of not less than sixty-six and two-thirds per centum (66 2/3%) in aggregate principal amount of the bonds at the time outstanding which would be affected by the action proposed to be taken, the Company, when authorized by a resolution of its Board of Directors, and the Trustee may, from time to time and at any time, 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 any supplemental indenture or of modifying in any manner the rights of the holders of the bonds and coupons; provided, however, that anything in this Article to the contrary notwithstanding (a) the bondholders shall have no power (i) to extend the fixed maturity of any bonds, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or change in any manner provisions relating to the sinking fund or the redemption provisions of any series of bonds outstanding hereunder, without the express consent of the holder of each bond which would be so affected, or (ii) to reduce the aforesaid percentage of bonds, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all bonds outstanding, or (iii) to permit the creation by the Company, after the date hereof, of any mortgage or pledge or lien in the nature thereof, ranking prior to or equal with the lien of this Indenture on any of the mortgaged property, or (iv) to deprive the holder of any bond outstanding hereunder of the lien of this Indenture on any of the mortgaged property; (b) no action hereinabove specified which would affect the rights of the holders of bonds of one or more but less than all series as evidenced by an opinion of counsel may be taken unless approved by holders of not less than sixty-six and two-thirds per centum (66 2/3%) in principal amount of outstanding bonds of such one or more series affected, but if any such action would affect the bonds of two or more series, the approval of such action on behalf of the holders of bonds of such two or more series may be approved by holders of not less than sixty-six and two-thirds per centum (66 2/3%) in aggregate principal amount of outstanding bonds of such two or more series, which approval need not include sixty-six and two-thirds per centum (66 2/3%) in principal amount of outstanding bonds of each of such series. Upon the request of the Company, accompanied by a copy of a resolution of its Board of Directors certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of any required evidence of the consent of bondholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. It shall not be necessary for the consent of the bondholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall publish a notice, setting forth in general terms the substance of such supplemental indenture, at least once in a daily newspaper of general circulation in the Borough of Manhattan, The City of New York. Any failure of the Company to publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. "Section 17.04. Upon the execution of any supplemental indenture pursuant to the provisions of this Article, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, duties and obligations under this Indenture of the Company, the Trustee and the holders of bonds of all series outstanding thereunder shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. "Section 17.05. Bonds authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new bonds so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered without cost to the holders of bonds then outstanding, upon surrender of such bonds and, in the case of coupon bonds, with all unmatured coupons and all matured coupons not fully paid, the new bonds so issued to be of an aggregate principal amount equal to the aggregate principal amount of those so surrendered." D. Section 17.03 shall be renumbered as Section 17.06. E. There shall be inserted a new Section 17.07, which Section shall read as follows: "Section 17.07. For all purposes of this Indenture, in any case in which the "sinking fund requirement" for any year (as such term is used in Section 2.12 of the Original Indenture as modified by any supplemental indenture) shall, because of the provisions of any supplemental indenture, include an amount in excess of one per centum (1%) of the aggregate principal amount of bonds of any series authenticated and delivered by the Trustee pursuant to the provisions of Articles III, IV and VI of the Original Indenture prior to January 1 of such year, to the extent that (i) the principal amount of bonds of such series deposited with the Trustee pursuant to said Section 2.12 in such year and/or the principal amount of bonds of such series purchased, paid or redeemed by the use of cash deposited pursuant to said Section 2.12 in such year, shall, as a result of the provisions of such supplemental indenture, exceed (ii) an amount equal to one per centum (1%) of the aggregate principal amount of bonds of such series authenticated and delivered by the Trustee pursuant to the provisions of Articles III, IV and VI of the Original Indenture prior to January 1 of the year of such deposit of bonds and/or cash (after deducting from such aggregate principal amount of bonds of such series so authenticated, the principal amount of bonds of such series which, prior to such January 1, have been deposited with the Trustee for cancellation as the basis for the release of property or for the withdrawal of cash representing proceeds of released property or have been purchased, redeemed or paid at maturity by the use of proceeds of released property), from and after the time when all bonds of such series shall have ceased to be outstanding, such excess principal amount of bonds of such series shall be deemed not to have been cancelled or redeemed pursuant to the provisions of said Section 2.12 of the Original Indenture, but shall be deemed to have been redeemed pursuant to Section 9.01 of the Original Indenture." Section 2.02. Additional amendments requiring consent of requisite holders of outstanding bonds. The holder of all of the outstanding bonds of the Fifty-first and Fifty-second Series, being the holder of 82.0% of the outstanding bonds under the Original Indenture, having consented thereto, the Original Indenture is further amended in the following respects: A. Clause (a) of Section 1.11 of the Original Indenture shall be amended to read as follows: "(a) ten-sevenths (10\7ths) of the aggregate principal amount of bonds theretofore authenticated and delivered upon the basis of unfunded net property additions or for the authentication and delivery of which upon such basis any other application is then pending;" B. Section 7.07 of the Original Indenture (except the first paragraph of such Section) and all provisions and references relating to Section 7.07 in the Mortgage, and clause (c) of Section 1.11 of the Original Indenture, shall be deleted. C. The fraction set forth at the beginning of clause (b) of Section 1.11 of the Original Mortgage is hereby amended from "ten-sixths (10/6ths)" to "ten-sevenths (10/7ths)". D. The first paragraph of Section 4.01 and paragraph 3(b) of Section 10.03 of the Original Mortgage shall be amended by changing the percentage therein from "sixty per centum (60%)" to "seventy per centum (70%)". E. Section 1.03 of the Original Indenture shall be amended to read as follows: "Section 1.03. The term 'net earnings certificate' shall mean an accountant's certificate stating: I. for a period of twelve (12) consecutive calendar months within the eighteen (18) consecutive calendar months immediately preceding the date of the application for the authentication and delivery of bonds of which the net earnings certificate is a part, the 'net earnings' of the Company, which shall be the amount stated in (7) below; and specifying (1) its gross operating revenues (which may include revenues of the Company subject when collected to possible refund at a future date); (2) its operating expenses, including, without limitation, (A) expenses and accruals for repairs and maintenance, (B) expenses for taxes (other than income, profits and other taxes measured by, or dependent on, net income), (C) assessments, (D) rentals and (E) insurance, but excluding (W) provisions for reserves for renewals, replacements, depreciation, depletion or retirement of property (or any expenditures therefor), or provisions for amortization of property, (X) expenses or provisions for interest on any indebtedness of the Company, for the amortization of debt discount, premium, expense or loss on reacquired debt, for any maintenance and replacement, improvement or sinking fund or other device for the retirement of any indebtedness, or for other amortization, (Y) expenses or provisions for any non-recurring charge to income of whatever kind or nature (including without limitation the recognition of expense due to the non-recoverability of investment), whether or not recorded as an extraordinary item in the Company's books of account, and (Z) provisions for any refund of revenues subject to possible refund at a future date; (3) the amount remaining after deducting the amount required to be stated in such certificate by clause (2) above from the amount required to be stated therein by clause (1) above; (4) its non-operating revenues, which amount may include any portion of the allowance for funds used during construction (or any analogous amount); (5) the sum of the amounts required to be stated in such certificate by clauses (3) and (4) above; (6) the amount, if any, by which the amount required to be stated in such certificate by clause (4) above exceeds twenty per centum (20%) of the sum required to be stated by clause (5) above; and (7) the Company's 'net earnings' for such period (being the amount remaining after deducting in such certificate the amount required to be stated by clause (6) above from the sum required to be stated by clause (5) above). II. (A) the interest requirements for one year, at the respective interest rates, if any, borne prior to maturity, upon; (i) all bonds authenticated hereunder and outstanding at the date of such certificate, except any for the payment or redemption of which the bonds applied for are to be issued; provided, however, that, if outstanding bonds of any series bear interest at a variable rate or rates, then the interest requirement on the bonds of such series shall be determined by reference to the rate or rates in effect on the date next preceding the date of such certificate; (ii) all bonds then applied for in pending applications for new bonds, including the application in connection with which such certificate is made; provided, however, that if bonds of any series are to bear interest at a variable rate or rates, then the interest requirement on the bonds of such series shall be determined by reference to the rate or rates to be in effect at the time of the initial authentication and delivery of such bonds; and (iii) the principal amount of all other indebtedness (except indebtedness for the payment of which the bonds applied for are to be issued and indebtedness secured by a lien, prior to the lien of this Indenture, for the payment of which money in the necessary amount shall have been irrevocably deposited in trust with the trustee or other holder of such lien) outstanding on the date of such certificate and secured by a lien prior to the lien of this Indenture on any property subject to the lien of this Indenture, if such indebtedness has been issued, assumed or guaranteed by the Company or if the Company customarily pays the interest on the principal thereof; provided, however, that if any such indebtedness bears interest at a variable rate or rates, then the interest requirement on such indebtedness shall be determined by reference to the rate or rates in effect on the date next preceding the date of such certificate. (B) the principal amount of the respective bonds and other obligations and indebtedness on which the annual interest charges referred to in subdivision II.(A) of this Section are calculated and the respective interest rates at which computed; and III. the 'interest earnings requirement', which shall be a figure equal to 200% of the aggregate annual interest charges specified in accordance with subdivision II (A) of this Section. "Notwithstanding anything herein to the contrary, neither profits nor losses from the sale or other disposition of property, nor extraordinary items of any kind or nature, whether items of revenue or expense, shall be included in calculating the 'interest earnings requirement'. "If any of the property of the Company owned by it at the time of the making of any net earnings certificate (a) shall have been acquired during or after any period for which the Company's net earnings are to be computed, (b) shall not have been acquired in exchange or substitution for property the net earnings of which have been included in the Company's net earnings and (c) had been operated as a separate unit and items of revenue and expense attributable thereto are readily ascertainable, then the net earnings of such property (computed in the manner in this Section provided for the computation of the Company's net earnings, during such period or such part of such period as shall have preceded the acquisition thereof, to the extent that the same have not otherwise been included in the Company's net earnings, shall be so included. "In any case where a net earnings certificate is required as a condition precedent to the authentication and delivery of bonds, such certificate shall also be made and signed by an independent public accountant, if the aggregate principal amount of bonds then applied for plus the aggregate principal amount of bonds authenticated and delivered hereunder since the commencement of the then current calendar year (other than those with respect to which a net earnings certificate is not required, or with respect to which a net earnings certificate made and signed by an independent public accountant has previously been furnished to the Trustee) is ten per centum (10%) or more of the aggregate principal amount of the bonds at the time outstanding; but no net earnings certificate need be made and signed by any person other than an accountant, as to dates or periods not covered by annual reports required to be filed by the Company, in the case of conditions precedent which depend upon a state of facts as of a date or dates or for a period or periods different from that required to be covered by such annual reports." 6. Section 7.05 of the Original Indenture shall be amended by changing the second percentage therein from "sixty per centum (60%)" to "seventy per centum (70%)". G. Section 7.15 of the Original Indenture shall be deleted. 60 H. Section 7.06 of the Original Indenture shall be amended by substituting for the amount of "$50,000", wherever the same appears therein, the phrase "an amount equal to the greater of $10,000,000 and 3% of the aggregate principal amount of the bonds then outstanding hereunder". I. The first paragraph of Section 10.04 shall be amended to read as follows: "The Trustee shall, whenever from time to time requested by the Company, such request to be evidenced by an officer's certificate, without requiring compliance with any of the foregoing provisions of Section 10.03 hereof unless, under the provisions of said Section 10.03, the Company would then be required to furnish an independent engineer's certificate, in which event this paragraph shall not be applicable, release from the lien hereof any property, the fair value of which shall be stated in an engineer's certificate delivered to the Trustee simultaneously with such officer's certificate, which property, as stated in such engineer's certificate, is not useful or necessary in the conduct of the business of the Company, and provided further that the aggregate fair value of all property released pursuant to this Section in any calendar year shall not exceed an amount equal to the greater of $5,000,000 and 3% of the aggregate principal amount of bonds outstanding hereunder. Said engineer's certificate shall also state that such release will not impair the security under this Indenture in contravention of the provisions thereof. The Company covenants that it will deposit with the Trustee the consideration, if any, received by it upon the sale or other disposition of any property so released." J. A new Section 15.04 reading as follows shall be added: "Section 15.04. (a) Nothing in this Indenture shall be deemed to prevent or restrict any consolidation or merger after the consummation of which the Company would be the surviving or resulting corporation or any conveyance or other transfer or lease, subject to the lien of this Indenture, of any part of the mortgaged and pledged property which does not constitute the entirety, or substantially the entirety, thereof. (b) Unless, in the case of a consolidation or merger described in subsection (a) of this Section, an indenture supplemental hereto shall otherwise provide, this Indenture shall not become or be, or be required to become or be, a lien upon any of the properties acquired by the Company in or as a result of such transaction or any improvements, extensions or additions to such properties or any renewals, replacements or substitutions of or for any part or parts of such properties." K. Section 7.16 of the Original Indenture shall be amended by deleting the word "independent" therefrom wherever it appears. L. The proviso at the end of paragraph (1) of Section 10.02 of the Original Indenture shall be deleted. Section 2.03. Additional amendments requiring consent of holders of all outstanding bonds. Each holder of a bond of the Fifty-third Series, by his acceptance thereof, shall thereby consent that at any time after the requisite consents, if any, of the holders of the bonds of other Series shall have been given as hereinafter provided, the Mortgage shall be amended in the following respects: A. Section 2.12 of the Original Indenture and all references to Section 2.12 within the Mortgage shall be deleted. B. Clause (a) of Section 1.11 of the Original Indenture shall be amended to read as follows: "(a) ten-sevenths (10\7ths) of the aggregate principal amount of bonds theretofore authenticated and delivered upon the basis of unfunded net property additions (other than bonds deposited with the Trustee in satisfaction of sinking fund requirements under former Section 2.12 hereof) or for the authentication and delivery of which upon such basis any other application is then pending;" The amendments to the Mortgage set forth above shall become effective at the earlier of (a) such date as no bonds created prior to the bonds of the Fifty-third Series shall remain outstanding or (b) such date as the holders of all then outstanding bonds of all series created prior to the bonds of the Fifty-third Series shall have consented thereto. No further vote or consent of the holders of bonds of the Fifty-third Series shall be required to permit such amendments to become effective. ARTICLE THREE SUNDRY PROVISIONS Section 3.01. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and shall form a part thereof, and the Original Indenture as heretofore supplemented is hereby confirmed and adopted by the Company as its obligation. All terms used in this Supplemental Indenture shall be taken to have the same meaning as in the Original Indenture except in cases where the context clearly indicates otherwise. Section 3.02. All recitals in this Supplemental Indenture are made by the Company only and not by the Trustee; and all of the provisions contained in the Original Indenture as heretofore supplemented in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company. Section 3.03. Although this Supplemental Indenture is dated for convenience and for the purpose of reference as of May 1, 1999 the actual date or dates of execution by the Company and by the Trustee are as indicated by their respective acknowledgments hereto annexed. Section 3.04. Nothing in this Supplemental Indenture contained shall, or shall be construed to, confer upon any person other than a holder of bonds issued under the Mortgage, the Company and the Trustee any right or interest to avail himself of any benefit under any provision of the Mortgage. Section 3.05. This Supplemental Indenture may be simultaneously executed in several counterparts and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. Section 3.06. The headings of Articles, Sections and subsections contained in this Supplemental Indenture are included for convenient reference only and shall not be deemed to be a part of this Supplemental Indenture. Section 3.07. The Company gives notice that it claims the benefit of Sections 29-1-10 and 29-3-80, S.C. Code of Laws (1976), as amended, concerning the continuation of the lien until satisfied or released of record and attachment to after-acquired real property of the lien of both the Original Indenture, dated as of January 1, 1945, and all supplements and amendments thereto, consisting of Fifty-two Supplemental Indentures (and various other unnumbered, but recorded supplemental mortgages of after-acquired property for individual tracts or parcels), including the Fourth Supplemental Indenture, dated as of April 1, 1950, under which the Company assumed the Original Indenture as described on page two herein. The Original Indenture and the Fifty-two Supplemental Indentures and unnumbered supplements are recorded in the mortgage book of the appropriate counties; the Original Indenture and the Fourth Supplemental Indenture being recorded at the book and page numbers in such counties as set forth on Exhibit A attached hereto. The notice on the cover of this Fifty-third Supplemental Indenture is given pursuant to the aforesaid laws. Section 3.08. This Supplemental Indenture is intended by the parties hereto, as to properties now or hereafter encumbered by the Mortgage and located within the State of Georgia, to operate and is to be construed as granting a lien only on such properties and not as a deed passing title thereto. The debtor and its mailing address are South Carolina Electric & Gas Company, 1426 Main Street, Columbia, South Carolina 29218. The secured party and its address from which information concerning the security interest may be obtained are The Chase Manhattan Bank, 450 West 33rd, New York, New York 10001. IN WITNESS WHEREOF, South Carolina Electric & Gas Company has caused this Supplemental Indenture to be executed in its corporate name by its President or one of its Vice Presidents and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assistant Secretaries, and The Chase Manhattan Bank, to evidence its acceptance hereof, has caused this Supplemental Indenture to be executed in its corporate name by its President or one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assistant Secretaries, in several counterparts, all as of the day and year first above written. SOUTH CAROLINA ELECTRIC & GAS COMPANY (SEAL) By ............................................... President or Vice President Attest: ................................................. Secretary or Assistant Secretary In the presence of: ................................................. ................................................. THE CHASE MANHATTAN BANK (SEAL) By .................................................... Vice President Attest: ............................................. Assistant Secretary In the presence of: ............................................. ............................................. CONSENT The Bank of New York, as successor to NationsBank of Georgia, N.A., as the holder under the Indenture of the South Carolina Electric & Gas Company, dated as of April 1, 1993, as supplemented, of $1,115,035,000 principal amount of the First and Refunding Mortgage Bonds, hereby consents to the amendments set forth in Sections 2.02 and 2.03 of the Fifty-third Supplemental Indenture of South Carolina Electric & Gas Company dated as of May 1, 1999. THE BANK OF NEW YORK, as successor to NATIONSBANK OF GEORGIA, N.A. (SEAL) By ............................................... Its .................................................. ATTEST: By ..................................................................... Its ...................................................................... 65 STATE OF SOUTH CAROLINA ) ss.: COUNTY OF RICHLAND ) Personally appeared before me _______________, and, being duty sworn, made oath that she saw the corporate seal of SOUTH CAROLINA ELECTRIC & GAS COMPANY affixed to the above written Supplemental Indenture, and that she also saw ______________, the ___________________, with ____________, Secretary, of said SOUTH CAROLINA ELECTRIC & GAS COMPANY sign and attest the same, and that she, deponent, with ______________, witnessed the execution and delivery thereof as the act and deed of SOUTH CAROLINA ELECTRIC & GAS COMPANY. Kelly Elkins Subscribed and sworn to before me this ____ day of _______________, ______. (NOTARIAL SEAL) Patricia K. Haltiwanger Notary Public for South Carolina My Commission Expires May 15, 2006. STATE OF SOUTH CAROLINA ) ss.: COUNTY OF RICHLAND ) On this 1st day of May, in the year one thousand nine hundred and ninety-nine, before me personally came Kevin Marsh, to me known, who, being by me duly sworn, did depose and say that he resides at 1003 Steeple Ridge Road, Irmo, South Carolina; that he is the Senior Vice President and Chief Financial Officer of SOUTH CAROLINA ELECTRIC & GAS COMPANY, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order. Patricia K. Haltiwanger................... Notary Public for South Carolina My Commission Expires May 15, 2006 (NOTARIAL SEAL) 66 STATE OF NEW YORK ) ss: COUNTY OF NEW YORK ) Personally appeared before me Eric Butler, and, being duly sworn, made oath that he saw the corporate seal of THE CHASE MANHATTAN BANK affixed to the above Supplemental Indenture, and that he also saw Glenn G. McKeever, Vice President, with William G. Keenan, Trust Officer, of said THE CHASE MANHATTAN BANK, sign and attest the same, and that he, deponent, with Natalia Rodriguez, witnessed the execution and delivery thereof as the act and deed of THE CHASE MANHATTAN BANK. Subscribed and sworn to before me this Eric Butler 1st day of May, 1999. Emily Fayan (NOTARIAL SEAL) Notary Public, State of New York No. 24-4737006 Qualified in Kings County Certificate filed in New York County Commission Expires December 31, 1999 STATE OF NEW YORK ) ss: COUNTY OF NEW YORK ) On this 1st day of May, in the year one thousand nine hundred and ninety-nine, before me personally came Glenn G. McKeever, to me known, who, being by me duly sworn, did depose and say that he resides at 213-08 73rd Avenue, Bayside, New York; that he is a Vice President of THE CHASE MANHATTAN BANK, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. Emily Fayan Notary Public, State of New York No. 24-4737006 Qualified in Kings County Certificate filed in New York County Commission Expires December 31, 1999 (NOTARIAL SEAL) EX-5 17 GENERAL COUNSEL OPINION Exhibit 5.01 SOUTH CAROLINA ELECTRIC & GAS COMPANY 1426 Main Street Columbia, South Carolina 29201 August 31, 1999 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Gentlemen: I refer to the proposed issue and sale from time to time in one or more series of up to $300,000,000 principal amount of First Mortgage Bonds (the "Bonds") by South Carolina Electric & Gas Company (the "Company"), with respect to which the Company proposes to file 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 proposed Registration Statement, dated _August 31, 1999 (the "Registration Statement"), to which this opinion is attached as an exhibit; (b) the Indenture of Mortgage, dated as of January 1, 1945, made by South Carolina Power Company to Central Hanover Bank and Trust Company (now The Chase Manhattan Bank), as trustee, as supplemented by three supplemental indentures thereto executed by South Carolina Power Company and by fifty-three supplemental indentures thereto executed by the Company (the "Class A Mortgage"); (c) the Indenture dated as of April 1, 1993 between the Company and NationsBank of Georgia, National Association, as trustee, as supplemented by two supplemental indentures thereto executed by the Company (the "Mortgage"); and (d) such other corporate documents, proceedings and matters of law as I have considered necessary. Based on the foregoing, I am of the opinion that, with respect to the Bonds of each series, when (a) the Registration Statement, and any amendments thereto, have become effective under the Securities Act of 1933, as amended, (b) the Mortgage has been qualified under the Trust Indenture Act of 1939, as amended, (c) an appropriate order relating to such Bonds has been obtained from The Public Service Commission of South Carolina, (d) the Board of Directors of the Company has authorized the issuance and sale of the Bonds of such series, (e) a prospectus supplement relating to such series has been filed with the Securities and Exchange Commission and (f) the Bonds of such series have been duly executed, authenticated, issued and delivered in accordance with the Mortgage and the corporate and governmental authorizations aforesaid, the Bonds of such series will be duly authorized and will constitute legal, valid and binding obligations of the Company and will be entitled to the benefits and security of the Mortgage. I hereby consent to the filing of this opinion with the Registration Statement and to the use of my name under the caption "Experts" included therein. Sincerely, s/H. Thomas Arthur, II H. Thomas Arthur, II General Counsel SCANA Corporation EX-10 18 SERP Exhibit 10.01 SCANA CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN as amended and restated effective as of October 21, 1997 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 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 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. 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. 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. 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. 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 EX-12 19 COMPUTATION OF RATIO Exhibit 12.01 SOUTH CAROLINA ELECTRIC & GAS COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES For the Twelve Months Ended June 30, 1999 and Each of the Five Years Ended December 31, 1998 (Millions of Dollars) 12 Months Ended June 30, Year Ended December 31, 1999 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- ---- Fixed Charges as defined: Interest on long-term debt................ $ 92.7 $ 92.7 $ 94.7 $ 94.8 $ 96.2 $ 85.4 Amortization of debt premium, discount and expense (net)......................... 2.4 2.3 2.3 2.3 2.2 2.0 Interest on debt to affiliate............. - - - - - - Other interest expense.................... 11.5 6.2 4.9 7.4 9.2 5.1 Interest component of rentals............. 0.8 0.8 1.8 2.3 2.8 2.7 ------ ------ ------ ------ ------ ------ Total Fixed Charges (A)............... $107.4 $102.0 $103.7 $106.8 $110.4 $ 95.2 ====== ====== ====== ====== ====== ====== Earnings, as defined: Income.................................... $207.9 $227.2 $194.7 $190.5 $169.2 $152.0 Income taxes............................. 121.8 132.2 100.6 108.1 97.3 82.7 Total fixed charges above................. 107.4 102.0 103.7 106.8 110.4 95.2 ------ ------ ------ ------ ------ ------ Total Earnings (B).................... $437.1 $461.1 $399.0 $405.4 $376.9 $329.9 ====== ====== ====== ====== ====== ====== Ratio of Earnings to Fixed Charges (B/A).... 4.07 4.52 3.85 3.80 3.41 3.46 ==== ==== ==== ==== ==== ====
EX-23 20 AUDITOR'S CONSENT Exhibit 23.01 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of South Carolina Electric & Gas Company on Form S-3 of the report dated February 8, 1999 appearing in the Annual Report on Form 10-K of South Carolina Electric & Gas Company for the year ended December 31, 1998, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. s/Deloitte & Touche LLP DELOITTE & TOUCHE LLP Columbia, South Carolina August 31, 1999 EX-24 21 POWER OF ATTORNEY Exhibit 24.01 POWER OF ATTORNEY Each of the undersigned directors of South Carolina Electric & Gas Company (the "Company") hereby appoints W. B. Timmerman and K. B. Marsh, and each of them severally, his or her true and lawful attorney or attorneys, with 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 such Company's mortgage bonds. Dated: February 16, 1999 Columbia, South Carolina s/B. L. Amick s/W. H. Hipp B. L. Amick W. H. Hipp Director Director s/J. A. Bennett s/F. C. McMaster J. A. Bennett F. C. McMaster Director Director s/W. B. Bookhart, Jr. s/L. M. Miller W. B. Bookhart, Jr. L. M. Miller Director Director s/W. T. Cassels, Jr. s/J. B. Rhodes W. T. Cassels, Jr. J. B. Rhodes Director Director s/H. M. Chapman s/M. K. Sloan H. M. Chapman M. K. Sloan Director Director s/E. T. Freeman s/W. B. Timmerman E. T. Freeman W. B. Timmerman Director Director s/L. M. Gressette, Jr. L. M. Gressette, Jr. Director EX-25 22 STATEMENT OF ELIGIBILITY OF TRUSTEE =============================================================================== 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.) 48 Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) South Carolina Electric & Gas Company (Exact name of obligor as specified in its charter) South Carolina 57-0248695 (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) ---------------------- First Mortgage Bonds (Title of the indenture securities) =============================================================================== 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. 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 Atlanta, and State of Georgia, on the 1st day of September 1999. THE BANK OF NEW YORK By: /s/ Elizabeth T. Talley Name: Elizabeth T. Talley Title: Agent EXHIBIT 7 TO FORM T-1 Consolidated Report of Condition of THE BANK OF NEW YORK of 48 Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1999, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............................. 4,508,742 Interest-bearing balances........................... 4,425,071 Securities: Held-to-maturity securities......................... 836,304 Available-for-sale securities....................... 4,047,851 Federal funds sold and securities purchased under agreements to resell................. 1,743,269 Loans and lease financing receivables: Loans and leases, net of unearned income. . . . . 39,349,679 LESS: Allowance for loan and lease losses. . . . . . . . . . 603,025 LESS: Allocated transfer risk reserve. . . . . . . . . . 15,906 Loans and leases, net of unearned income and allowance and reserve................. 38,730,748 Assets held in trading accounts............................. 1,571,372 Premises and fixed assets (including capitalized leases)................................ 685,674 Other real estate owned..................................... 10,331 Investments in unconsolidated subsidiaries and associated companies.......................................... 182,449 Customers' liability to this bank on acceptances outstanding......................... 1,184,822 Intangible assets........................................... 1,129,636 Other assets................................................ 2,632,309 Total assets................................................ $61,688,578 LIABILITIES Deposits: In domestic offices............................... $25,731,036 Noninterest-bearing . . . . . . . 10,252,589 Interest-bearing. . . . . . . . . 15,478,447 In foreign offices, Edge and Agreement subsidiaries, and IBFs.................. 18,756,302 Noninterest-bearing . . . . . . . 111,386 Interest-bearing. . . . . . . . . 18,644,916 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased............................. 3,276,362 Demand notes issued to the U.S. Treasury....................................... 230,671 Trading liabilities.......................................... 1,554,493 Other borrowed money: With remaining maturity of one year or less........................................... 1,154,502 With remaining maturity of more than one year through three years................. 465 With remaining maturity of more than three years.................................. 31,080 Bank's liability on acceptances executed and outstanding.......................... 1,185,364 Subordinated notes and debentures............................ 1,308,000 Other liabilities............................................ 2,743,590 ----------- Total liabilities............................................ 55,971,865 =========== EQUITY CAPITAL Common stock.............................................. 1,135,284 Surplus................................................... 764,443 Undivided profits and capital reserves......................................... 3,807,697 Net unrealized holding gains (losses) on available-for-sale securities................. 44,106 Cumulative foreign currency translation adjustments.......................... ( 34,817) ----------- Total equity capital...................................... 5,716,713 ----------- Total liabilities and equity capital...................... $61,688,578 =========== .........I, Thomas J. Masiro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. ........Thomas J. Masiro .........We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. .........Thomas A. Renyi ) .........Gerald L. Hassell ) Directors .........Allen R. Griffith ) -----END PRIVACY-ENHANCED MESSAGE-----