yearend09form10-k.htm

Exhibit 4.03

FIRST SUPPLEMENTAL INDENTURE

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

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

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

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

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

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

ARTICLE ONE

AUTHORIZATION; DEFINITIONS

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

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

ARTICLE TWO

REPLACEMENT CAPITAL COVENANT

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

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

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

ARTICLE THREE

MISCELLANEOUS

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

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

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

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

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

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

IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first above written.

SCANA CORPORATION

By: /s/Mark R. Cannon

Name: Mark R. Cannon

Title: Treasurer

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

By: /s/Van K. Brown

Name: Van K. Brown

Title: Vice President

REPLACEMENT CAPITAL COVENANT

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

RECITALS

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 3. Covered Debt.

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

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

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

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

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

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

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

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

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

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

Covenant.

SECTION 4. Termination and Amendment.

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

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

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

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

SECTION 5. Miscellaneous.

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

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

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

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

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

SCANA Corporation

Attention: Treasurer – C101

220 Operation Way

Cayce, SC 29033-3701

Facsimile No: (803) 933-7037

Telephone No: (803) 217-7838

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

SCANA CORPORATION

By: /s/Mark R. Cannon

Name: Mark R. Cannon

Title: Treasurer

Schedule I

Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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

provided (and it being understood) that:

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

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

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

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

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

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

(a) Common Stock;

(b) Qualifying Warrants;

(d) Mandatorily Convertible Preferred Stock

provided (and it being understood) that:

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

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

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

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

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

(A)

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

(B)

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

“Applicable Percentage” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Defeasance” has the meaning specified in Section 2.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Notes” has the meaning specified in Recital A.

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

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

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

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

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

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

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

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

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

prior to the Stepdown Date:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a) Rights to acquire Common Stock;

(b) Debt Exchangeable for Equity

(d) Qualifying Capital Securities.

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

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

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

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

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

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

“Trustee” has the meaning specified in Recital A.

Exhibit 4.05

FIRST SUPPLEMENTAL INDENTURE

Between

SCANA CORPORATION, as Issuer

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

DATED AS OF NOVEMBER 1, 2009

2009 SERIES A 7.70% ENHANCED JUNIOR SUBORDINATED NOTES

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 2009 (this “First Supplemental Indenture”), is between SCANA CORPORATION, a South Carolina corporation, having its principal office at 100 SCANA Parkway, Cayce, South Carolina 29033-3712 (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee, having a corporate trust office at 1441 Main Street, Suite 775, Columbia, South Carolina 29201 (herein called the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company has heretofore entered into a Junior Subordinated Indenture, dated as of November 1, 2009 (the “Base Indenture”), with the Trustee;

WHEREAS, the Base Indenture is incorporated herein by this reference and the Base Indenture, as supplemented by this First Supplemental Indenture, is herein called the “Indenture”;

WHEREAS, under the Base Indenture, a new series of Securities may at any time be established in accordance with the provisions of the Base Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee;

WHEREAS, the Company proposes to create under the Indenture a series of Securities;

WHEREAS, additional Securities of other series hereafter established, except as may be limited in the Base Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified;

WHEREAS, all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms, and to make the Junior Subordinated Notes (hereinafter defined), when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects;

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

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

(a) the terms not otherwise defined herein which are defined in the Base Indenture have the same meanings when used in this First Supplemental Indenture;

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

(c) all other terms used herein which are defined in the Trust Indenture Act, whether directly or by reference therein, have the meanings assigned to them therein;

(d) Except as otherwise herein expressly provided, all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with accounting principles as are generally accepted in the United States of America and, with respect to any computation required or permitted hereunder, the term “generally accepted accounting principles” shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation; provided, that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company;

(e) a reference to a Section or Article is to a Section or Article of this First Supplemental Indenture unless otherwise stated;

(f) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision;

(g) headings are for convenience of reference only and do not affect interpretation;

“Adjusted Treasury Rate” means, with respect to any redemption date: (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15 (519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the end of the Designated Period, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined by an Independent Investment Banker and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a remaining term to maturity comparable to the Designated Period that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Designated Period.

“Comparable Treasury Price” for any redemption date means (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest

Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Corporate Trust Office of the Trustee” means the office of the Trustee at which at any particular time its corporate trust business with respect to the Junior Subordinated Notes shall be principally administered, which office at the date of original execution of this First Supplemental Indenture is located at 1441 Main Street, Suite 775, Columbia, South Carolina 29201.

“Definitive Note Certificates” means Junior Subordinated Notes issued in definitive, fully registered form.

“Designated Period” means the time period from a redemption date for the Junior Subordinated Notes to January 30, 2015.

“Global Note” has the meaning specified in Section 2.4(a).

“Independent Investment Banker” means any of Banc of America Securities LLC, Morgan Stanley & Co. Incorporated or one other Primary Treasury Dealer selected by Wells Fargo Securities, LLC and their respective successors, as selected by the Company, or if none of such firms are willing or able to serve as such, another Primary Treasury Dealer appointed by the Company.

“Interest Payment Dates” means January 30, April 30, July 30 and October 30 of each year, commencing on January 30, 2010.

“Make-Whole Amount” means an amount equal to the greater of:

(a) 100% of the principal amount of the Junior Subordinated Notes then outstanding being redeemed, or

(b) the sum of the present values of (i) the remaining scheduled payments of interest thereon during the Designated Period (not including any portion of such payments of interest accrued as of the redemption date) and (ii) the principal amount of the Junior Subordinated Notes being redeemed assuming, solely for purposes of this calculation, a scheduled payment of such principal on January 30, 2015, discounted to the redemption date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, as calculated by an Independent Investment Banker.

“Optional Deferral Period” has the meaning specified in Section 4.1.

“Original Issue Date” means November 24, 2009.

“Primary Treasury Dealer” means a primary United States government securities dealer in the United States.

“Rating Agency Event” means a change in the methodology employed by any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (a “rating agency”), that currently publishes a rating for the

Company in assigning equity credit to securities such as the Junior Subordinated Notes, as such methodology is in effect on November 17, 2009 (the “current criteria”), which change results in:

(a) the length of time for which such current criteria are scheduled to be in effect being shortened with respect to the Junior Subordinated Notes; or

(b) a lower or higher equity credit being assigned by such rating agency to the Junior Subordinated Notes as of the date of such change than the equity credit that would have been assigned to the Junior Subordinated Notes as of the date of such change by such rating agency pursuant to its current criteria.

“Rating Agency Event Make-Whole Amount” means an amount equal to the greater of:

(a) 100% of the principal amount of the Junior Subordinated Notes then outstanding being redeemed, or

“Record Date” has the meaning specified in Section 2.5(a).

“Reference Treasury Dealer” means (i) Banc of America Securities LLC, Morgan Stanley & Co. Incorporated and one other Primary Treasury Dealer selected by Wells Fargo Securities, LLC, and their respective successors; provided that, if any such firm or its successors ceases to be a Primary Treasury Dealer, the Company shall substitute another Primary Treasury Dealer and (ii) two other Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

“Stated Maturity” has the meaning specified in Section 2.2.

“Tax Event” means, for all purposes of the Junior Subordinated Notes issued pursuant to this First Supplemental Indenture, the receipt by the Company of an Opinion of Counsel experienced in such tax matters to the effect that, as a result of (a) any amendment to, clarification of, or change (including any announced prospective change) in the laws or treaties of the United States or any political subdivisions or taxing authorities, or any regulations under such laws or treaties, (b) any judicial decision or any official administrative pronouncement, ruling, regulatory procedure, notice or announcement (including any notice or announcement of intent to issue or adopt any such administrative pronouncement, ruling, regulatory procedure or regulation), (c) any

amendment to, clarification of, or change in the official position or the interpretation of any such administrative action or judicial decision or any interpretation or pronouncement that provides for a position with respect to such administrative action or judicial decision that differs from the theretofore generally accepted position, in each case by any legislative body, court, governmental authority or regulatory body, irrespective of the time or manner in which such amendment, clarification or change is introduced or made known, or (d) threatened challenge asserted in writing in connection with an audit of the Company or any of its subsidiaries, or a publicly-known threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Junior Subordinated Notes, which amendment, clarification, or change is effective, or which administrative action is taken or which judicial decision, interpretation or pronouncement is issued or threatened challenge is asserted or becomes publicly-known, in each case after November 17, 2009, there is more than an insubstantial risk that interest payable by the Company on the Junior Subordinated Notes is not deductible, or within 90 days would not be deductible, in whole or in part, by the Company for United States Federal income tax purposes.

The terms “Company,” “Trustee,” “Base Indenture,” and “Indenture” shall have the respective meanings set forth in the recitals to this First Supplemental Indenture and the paragraph preceding such recitals.

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED NOTES

2.1 Designation and Principal Amount. There is hereby established a series of Securities to be issued under the Indenture, to be designated as the Company’s 2009 Series A 7.70% Enhanced Junior Subordinated Notes (the “Junior Subordinated Notes”) in an aggregate principal amount of up to $150,000,000, which amount shall be set forth in any written orders of the Company for the authentication and delivery of Junior Subordinated Notes pursuant to Section 2.1 of the Base Indenture and Section 6.1 hereof. Additional Junior Subordinated Notes without limitation as to amount, and without the consent of the holders of the then Outstanding Junior Subordinated Notes, may also be authenticated and delivered in the manner provided in Section 2.1 of the Base Indenture. Any such additional Junior Subordinated Notes will have the same Stated Maturity and other terms (except, if applicable, the initial Interest Payment Date and initial interest accrual date) as those initially issued and shall be consolidated with and part of the same series of Junior Subordinated Notes as the Junior Subordinated Notes initially issued under this First Supplemental Indenture.

2.2 Maturity. The maturity date of the Junior Subordinated Notes initially will be January 30, 2065, but will be automatically extended, except for any portion of the principal amount of the Junior Subordinated Notes that shall have been earlier redeemed or with respect to which notice of redemption shall have been given to the holders of such Junior Subordinated Notes, for additional quarterly periods on each of January 30, April 30, July 30 and October 30, beginning on January 30, 2015, through and including October 30, 2019, without notice to, or consent of, the holders of the Junior Subordinated Notes. Subject to the conditions described below, the maturity date will be further automatically extended for additional quarterly periods beginning on January 30, 2020, through and including October 30, 2029, except for any portion of the principal

amount of the Junior Subordinated Notes that shall have been earlier redeemed or with respect to which notice of redemption shall have been given to the holders of such Junior Subordinated Notes. The final maturity date of the Junior Subordinated Notes will be no later than January 30, 2080, on which date the entire principal amount of the Junior Subordinated Notes will become due and payable, together with any accrued and unpaid interest. The “Stated Maturity” of the Junior Subordinated Notes shall mean the maturity date of the Junior Subordinated Notes as extended in accordance with this Section 2.2, which may not be otherwise shortened or extended.

With respect to each extension beginning on January 30, 2020, the following shall constitute the extension conditions:

(a) On the applicable extension date the ratings on the Junior Subordinated Notes satisfy at least two of the three following ratings criteria: (i) at least Baa3 by Moody’s Investors Service (“Moody’s”), (ii) at least BBB- by Standard & Poors Ratings Services (“Standard & Poor’s”) and (iii) at least BBB- by Fitch Ratings Ltd (“Fitch”), or, if Moody’s, Standard & Poor’s and/or Fitch (or their respective successors) are no longer in existence, the equivalent rating by a nationally recognized statistical rating organization; and

(b) During the three years prior to the applicable extension date:

(i) no event of default has occurred in respect of any of the Company’s then outstanding indebtedness for money borrowed; and

(ii) the Company did not have (and does not have at the extension date) any outstanding deferred payments under any of its then-outstanding preferred stock or debt securities.

2.3 Form and Payment; Minimum Transfer Restriction.

(a) The Junior Subordinated Notes shall be issued in fully registered definitive form without coupons in minimum denominations of $25 and integral multiples of $25 in excess thereof. Principal and interest on the Junior Subordinated Notes will be payable, the transfer of such Junior Subordinated Notes will be registrable and such Junior Subordinated Notes will be exchangeable for Junior Subordinated Notes bearing identical terms and provisions at the Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such address as shall appear in the Register or by transfer to an account maintained by the Person entitled thereto as specified in the Register, provided that proper transfer instructions have been received by the Paying Agent by the Record Date. The Register for the Junior Subordinated Notes shall be kept at the Corporate Trust Office of the Trustee, and the Trustee is hereby appointed registrar and Paying Agent for the Junior Subordinated Notes.

(b) The Junior Subordinated Notes may be transferred or exchanged only in minimum denominations of $25 and integral multiples of $25 in excess thereof, and any attempted transfer, sale or other disposition of Junior Subordinated Notes in a denomination of less than $25 shall be deemed to be void and of no legal effect whatsoever. Any such transferee shall be deemed not to be the holder of such Junior Subordinated Notes for any purpose, including but not limited to the receipt of payments in respect of such Junior Subordinated Notes and such transferee shall be

deemed to have no interest whatsoever in such Junior Subordinated Notes.

(c) Pursuant to the Base Indenture, the Company hereby appoints the Trustee as registrar and “Paying Agent” with respect to the Junior Subordinated Notes.

2.4 Exchange and Registration of Transfer of Junior Subordinated Notes; Restrictions on Transfers; Depositary.

The Junior Subordinated Notes will be issued to the holders in accordance with the following procedures:

(a) So long as Junior Subordinated Notes are eligible for book-entry settlement with the Depositary, or unless required by law, all Junior Subordinated Notes that are so eligible will be represented by one or more Junior Subordinated Notes in global form (a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. Except as provided in Section 2.4(c) below, beneficial owners of a Global Note shall not be entitled to have Definitive Note Certificates registered in their names, will not receive or be entitled to receive physical delivery of Definitive Note Certificates and will not be registered holders of such Global Notes.

(b) The transfer and exchange of beneficial interests in Global Notes shall be effected through the Depositary in accordance with the Indenture and the procedures and standing instructions of the Depositary and the Trustee shall make appropriate endorsements to reflect increases or decreases in principal amounts of such Global Notes. In addition, all payments of principal and purchase price of, redemption premium, if any, and interest on the Global Notes and all notices, communications and other documents required to be mailed to the holders with respect to the Global Notes or pursuant to the Indenture, shall be made and given at the times and in accordance with the procedures and standing instructions of the Depositary (which procedures and standing instructions shall govern in the event of any inconsistency between the provisions of the Indenture and such procedures and standing instructions).

(c) Notwithstanding any other provisions of the Indenture (other than the provisions set forth in this Section 2.4(c)), a Global Note may not be exchanged in whole or in part for Junior Subordinated Notes registered, and no transfer of a Global Note may be registered, in the name of any person other than the Depositary or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (B) has ceased to be a clearing agency registered as such under the Exchange Act and no successor Depositary has been appointed by the Company within 90 days after its receipt of such notice or its becoming aware of such ineligibility, (ii) there shall have occurred and be continuing an Event of Default, or any event which after notice or lapse of time or both would be an Event of Default under the Indenture, with respect to such Junior Subordinated Note, or (iii) the Company, in its sole discretion and subject to the procedures of the Depositary, instructs the Trustee to exchange such Global Note for a Junior Subordinated Note that is not a Global Note (in which case such exchange (subject to such procedures) shall be effected by the Trustee).

The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Notes. Initially, the Global Notes shall be registered in the name of Cede & Co., as the

nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co.

Definitive Note Certificates issued in exchange for all or a part of a Global Note pursuant to this Section 2.4(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Definitive Note Certificates to the person in whose names such Definitive Note Certificates are so registered.

So long as Junior Subordinated Notes are represented by one or more Global Notes, (i) the registrar for the Junior Subordinated Notes and the Trustee shall be entitled to deal with the Depository for all purposes of the Indenture relating to such Global Notes as the sole holder of the Junior Subordinated Notes evidenced by such Global Notes and shall have no obligations to the holders of beneficial interests in such Global Notes; and (ii) the rights of the holders of beneficial interests in such Global Notes shall be exercised only through the Depository and shall be limited to those established by law and agreements between such holders and the Depository and/or the participants in the Depository.

At such time as all interests in a Global Note have been paid, redeemed, exchanged, repurchased or canceled, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and instructions of the Depositary. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Definitive Note Certificates, redeemed by the Company pursuant to Article II or canceled, or transferred for part of a Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions of the Depositary be reduced or increased, as the case may be, and an endorsement shall be made on such Global Note by, or at the direction of, the Trustee to reflect such reduction or increase.

2.5 Interest.

(a) Each Junior Subordinated Note will bear interest at the rate of 7.70% per annum from the Original Issue Date. Subject to the Company’s right to defer interest payments described in Article IV below, interest is payable quarterly in arrears on each Interest Payment Date until the principal thereof is paid or made available for payment. If interest payments are deferred or otherwise not paid, they will accrue and compound until paid at the annual rate of 7.70% per annum, to the extent permitted by applicable law. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable will be paid to the Person in whose name such Junior Subordinated Note is registered, at the close of business on the Record Date next preceding such Interest Payment Date; provided that interest payable at Maturity will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for, and that is not deferred pursuant to Article IV hereof, will forthwith cease to be payable to the holders on such Record Date and may either be paid (i) to the Person in whose name such Junior Subordinated Note (or any Junior Subordinated Note issued upon registration of transfer or exchange thereof) is registered at the close of business on the record date for the payment of such defaulted interest established in accordance with Section 2.3 of the Base Indenture or (ii) at any time in any other lawful manner not inconsistent with the requirements of the securities exchange, if any, on which the Junior Subordinated Notes may be listed, and upon such notice as may be required by such exchange. The “Record Date” for

payment of interest will be the close of business on the Business Day next preceding the Interest Payment Date, unless such Junior Subordinated Note is registered to a holder other than the Depositary or a nominee of the Depositary, in which case the Record Date for payment of interest will be the close of business on the fifteenth calendar day preceding the applicable Interest Payment Date, whether or not a Business Day.

(b) If an Interest Payment Date, redemption date or the Stated Maturity of the Junior Subordinated Notes falls on a day that is not a Business Day, the payment of interest and principal will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Interest Payment Date, redemption date or the Stated Maturity, as applicable.

2.6 Events of Default. An Event of Default as defined in the Indenture shall be an Event of Default with respect to the Junior Subordinated Notes provided that the nonpayment of interest for so long as and to the extent that interest is permitted to be deferred pursuant to Article IV herein shall not be deemed to be a default in the payment of interest for the purposes of Article VI of the Base Indenture and shall not otherwise be deemed an Event of Default with respect to the Junior Subordinated Notes. For the avoidance of doubt, and without prejudice to any other remedies that may be available to the Trustee or the holders of the Junior Subordinated Notes, no breach by the Company of any covenant or obligation under the Indenture or the terms of the Junior Subordinated Notes shall be an Event of Default except those that are specifically identified as an Event of Default under the Indenture.

ARTICLE III

REDEMPTION OF THE JUNIOR SUBORDINATED NOTES

3.1 Optional Redemption by Company. The Company shall have the option to redeem the Junior Subordinated Notes:

(a) in whole or in part at any time before January 30, 2015, at a redemption price equal to the Make-Whole Amount, plus accrued and unpaid interest through, but not including, the redemption date;

(b) in whole or in part at any time before January 30, 2015, if a Rating Agency Event occurs, at a redemption price equal to the Rating Agency Event Make-Whole Amount, plus accrued and unpaid interest through, but not including, the redemption date;

(c) in whole, but not in part, at any time before January 30, 2015, upon the occurrence of a Tax Event, at a redemption price equal to 100% of the outstanding principal amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid interest through, but not including, the redemption date; and

(d) in whole or in part at any time on or after January 30, 2015, at a redemption price equal to 100% of the outstanding principal amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid interest through, but not including, the redemption date.

The applicable redemption price shall be paid prior to 2:30 p.m., New York City time, on the date of such redemption, provided that the Company shall deposit with the Trustee an amount

sufficient to pay the applicable redemption price by 11:00 a.m., New York City time, on the date such redemption price is to be paid. The Company will notify the Trustee of the amount of any applicable Make-Whole Amount or Rating Agency Event Make-Whole Amount promptly after the calculation thereof, and the Trustee will not be responsible for such calculation.

3.2 Notice of Redemption. Subject to Article III of the Base Indenture, notice of any redemption pursuant to this Article III will be mailed at least 20 days but not more than 60 days before the redemption date to each holder of Junior Subordinated Notes to be redeemed at such holder’s registered address. Unless the Company defaults in payment of the applicable redemption price, on and after the redemption date interest shall cease to accrue on such Junior Subordinated Notes called for redemption.

ARTICLE IV

OPTION TO DEFER INTEREST PAYMENTS

4.1 Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ten consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date.

Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annum, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes.

Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:

(i)	declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;

(ii)	make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or

(iii)

make any guarantee payments on any guarantee of debt securities if the guarantee

ranks on a parity with or junior to the Junior Subordinated Notes.

However, the foregoing provisions shall not prevent or restrict the Company from making:

(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;

(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;

(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;

(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;

(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or

(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full.

4.2 Notice of Deferral. The Company shall give the Trustee written notice of its election to begin an Optional Deferral Period at least one Business Day before the Record Date for the next Interest Payment Date. The Trustee will forward any written notice that the Company gives of its election to begin an Optional Deferral Period to the holders of the Junior Subordinated Notes. However, the Company’s failure to pay interest on any Interest Payment Date will itself constitute the commencement of an Optional Deferral Period unless the Company pays such interest payment within five Business Days after the Interest Payment Date, whether or not the

Company provides a notice of deferral.

ARTICLE V

FORM OF JUNIOR SUBORDINATED NOTE

5.1 Form of Junior Subordinated Note. The Junior Subordinated Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the form attached hereto as Exhibit A.

ARTICLE VI

ORIGINAL ISSUE OF JUNIOR SUBORDINATED NOTES

6.1 Original Issue of Junior Subordinated Notes. Junior Subordinated Notes in the initial aggregate principal amount of up to $150,000,000 may be executed by the Company and delivered to the Trustee for authentication by it, and the Trustee shall thereupon authenticate and deliver said Junior Subordinated Notes to or upon the written order of the Company, signed by any Officer of the Company, without any further corporate action by the Company.

ARTICLE VII

MISCELLANEOUS

7.1 Ratification of Indenture; First Supplemental Indenture Controls. The Base Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions of this First Supplemental Indenture shall supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.

7.2 Recitals. The recitals herein contained are made by the Company only and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

7.3 Governing Law. This First Supplemental Indenture and each Junior Subordinated Note shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State, without regard to the conflicts of law principles thereof.

7.4 Separability. In case any one or more of the provisions contained in this First Supplemental Indenture or in the Junior Subordinated Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental Indenture or of the Junior Subordinated Notes, but this First Supplemental Indenture and the Junior Subordinated Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

7.5 Counterparts. This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.

SCANA CORPORATION

By: /s/Mark R. Cannon

Name: Mark R. Cannon

Title: Treasurer

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: /s/Tanya H. Cody

Name: Tanya H. Cody

Title: Assistant Vice President

EXHIBIT A

(FORM OF FACE OF JUNIOR SUBORDINATED NOTE)

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR JUNIOR SUBORDINATED NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]*

[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, [CEDE & CO.], HAS AN INTEREST HEREIN.]*

THE NOTES EVIDENCED HEREBY WILL BE ISSUED, AND MAY BE TRANSFERRED, ONLY IN MINIMUM DENOMINATIONS OF $25 AND INTEGRAL MULTIPLES OF $25 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER, SALE OR OTHER DISPOSITION OF NOTES IN A DENOMINATION OF LESS THAN $25 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH NOTES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF PAYMENTS IN RESPECT OF SUCH NOTES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH NOTES.

[*Insert in Global Notes.

**Insert in Notes other than Global Notes.

***Insert in Global Notes.]

A-1

SCANA CORPORATION

$_________

2009 SERIES A 7.70% ENHANCED JUNIOR SUBORDINATED NOTE

Dated:

NUMBER R- CUSIP NO: Registered Holder:

SCANA CORPORATION, a corporation duly organized and existing under the laws of the State of South Carolina (herein referred to as the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to the Registered Holder named above, the principal sum [of Dollars]** [specified in the Schedule annexed hereto]*** on the date of Stated Maturity, as hereafter defined, and to pay (subject to deferral as set forth herein) interest thereon at the rate of 7.70% per annum, such interest to accrue from November __, 2009. Subject to the Company’s right to defer interest payments described herein, interest is payable quarterly in arrears on each January 30, April 30, July 30 and October 30, commencing on January 30, 2010 (the “Interest Payment Dates”), until the principal thereof is paid or made available for payment. If interest payments are deferred or otherwise not paid, they will accrue and compound until paid at the annual rate of 7.70% per annum, to the extent permitted by applicable law.

The maturity date of this note (this “Note”) initially will be January 30, 2065, but will be automatically extended, except for any portion of the principal amount of this Note that shall have been earlier redeemed or with respect to which notice of redemption shall have been given to the Holder (as defined herein) hereof, for additional quarterly periods on each of January 30, April 30, July 30 and October 30, beginning on January 30, 2015, through and including October 30, 2019, without notice to, or consent of, the Holder of this Note. Subject to the conditions described below, the maturity date will be further automatically extended for additional quarterly periods beginning on January 30, 2020, through and including October 30, 2029, except for any portion of the principal amount of this Note that shall have been earlier redeemed or with respect to which notice of redemption shall have been given to the Holder hereof. The final maturity date of this Note will be no later than January 30, 2080, on which date the entire principal amount of this Note will become due and payable, together with any accrued and unpaid interest. The Stated Maturity of this Note shall mean the maturity date of this Note as extended in accordance with this paragraph, and may not be otherwise shortened or extended.

With respect to each extension beginning on January 30, 2020, the following shall constitute the extension conditions:

(a) On the applicable extension date the ratings on the Junior Subordinated Notes satisfy at least two of the three following ratings criteria: (i) at least Baa3 by Moody’s Investors Service (“Moody’s”), (ii) at least BBB- by Standard & Poor’s Ratings Services (“Standard & Poor’s”) and (iii) at least BBB- by Fitch Ratings Ltd (“Fitch”), or, if Moody’s, Standard & Poor’s and/or Fitch (or their respective successors) are no longer in existence, the equivalent rating by a nationally recognized statistical rating organization; and

A-2

(b) During the three years prior to the applicable extension date:

(i) no event of default has occurred in respect of any of the Company’s then outstanding indebtedness for money borrowed; and

(ii) the Company did not have (and does not have at the extension date) any outstanding deferred payments under any of its then-outstanding preferred stock or debt securities.

The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable on an Interest Payment Date will be paid to the Person in whose name this Note is registered, at the close of business on the Record Date next preceding such Interest Payment Date; provided that interest payable at Maturity will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for, and that is not deferred as described below, will forthwith cease to be payable to the Holder on such Record Date and may either be paid (i) to the Person in whose name this Note (or any Junior Subordinated Note issued upon registration of transfer or exchange thereof) is registered at the close of business on the record date for the payment of such defaulted interest established in accordance with Section 2.3 of the Base Indenture or (ii) at any time in any other lawful manner not inconsistent with the requirements of the securities exchange, if any, on which the Junior Subordinated Notes may be listed, and upon such notice as may be required by such exchange. The “Record Date” for payment of interest will be the close of business on the Business Day next preceding the Interest Payment Date, unless this Note is registered to a holder other than the Depositary or a nominee of the Depositary, in which case the Record Date for payment of interest will be the close of business on the fifteenth calendar day preceding the applicable Interest Payment Date, whether or not a Business Day.

If an Interest Payment Date, redemption date or the Stated Maturity of the Junior Subordinated Notes falls on a day that is not a Business Day, the payment of interest and principal will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Interest Payment Date, redemption date or the Stated Maturity, as applicable.

This Note may be presented for payment of principal and interest at the office of the Paying Agent, in the City of St. Paul, State of Minnesota; provided, however, that payment of interest may be made at the option of the Company (i) by check mailed to such address of the person entitled thereto as the address shall appear on the Register of the Notes or (ii) by transfer to an account maintained by the Person entitled thereto as specified in the Register, provided that proper transfer instructions have been received by the Record Date. Payment of the principal and interest on this Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ten consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of

A-3

interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date.

(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of SCANA Corporation’s Capital Stock;

(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or

(iii) make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Junior Subordinated Notes.

However, the foregoing provisions shall not prevent or restrict the Company from making:

A-4

The Company shall give the Trustee written notice of its election to begin a deferral period at least one Business Day before the Record Date for the next Interest Payment Date. The Trustee will forward any written notice that the Company gives of its election to begin a deferral period to the holders of the Junior Subordinated Notes. However, the Company’s failure to pay interest on any Interest Payment Date will itself constitute the commencement of a deferral period unless the Company pays such interest payment within five Business Days after the Interest Payment Date, whether or not the Company provides a notice of deferral.

The Notes of this series shall have an initial aggregate principal amount of up to One Hundred Fifty Million and no/100 Dollars ($150,000,000).

The Notes evidenced by this Certificate may be transferred or exchanged only in minimum denominations of $25 and integral multiples of $25 in excess thereof, and any attempted transfer, sale or other disposition of Notes in a denomination of less than $25 shall be deemed to be void and of no legal effect whatsoever.

The indebtedness of the Company evidenced by this Note, including the principal hereof and interest hereon is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to the Company’s obligations to holders of Priority Indebtedness of the Company and each Holder of this Note, by acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and all other provisions of the Indenture.

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Indenture.

A-5

IN WITNESS WHEREOF, SCANA CORPORATION has caused this instrument to be duly executed.

Dated: SCANA CORPORATION

By:

Name:

Title:

TRUSTEE’ S CERTIFICATE OF AUTHENTICATION

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

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

A-6

REVERSE OF NOTE

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series pursuant to the Junior Subordinated Indenture, dated as of November 1, 2009 (the “Base Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee”), and as supplemented by a First Supplemental Indenture dated as of November 1, 2009, by and among the Company and the Trustee (collectively, as amended or supplemented through the date hereof and from time to time, herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders (the word “Holder” or “Holders” meaning the registered holder or registered holders) of the Notes. This Security is one of the series designated on the face hereof (the “Junior Subordinated Notes”) which is unlimited in aggregate principal amount.

Capitalized terms used herein but not defined herein shall have the respective meanings assigned thereto in the Indenture.

As provided in and subject to the provisions in the Indenture, the Company shall have the option to redeem the Junior Subordinated Notes:

(a) in whole or in part at any time before January 30, 2015, at a redemption price equal to the Make-Whole Amount, plus accrued and unpaid interest through, but not including, the redemption date;

In the case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Junior Subordinated Notes may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

Any consent or waiver by the Holder of this Note given as provided in the Indenture (unless effectively revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Junior Subordinated Note issued in exchange, registration of transfer, or otherwise in lieu hereof irrespective of whether any notation

A-7

of such consent or waiver is made upon this Note or such other Junior Subordinated Notes. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note, at the places, at the respective times, at the rates and in the coin or currency herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Register of the Junior Subordinated Notes upon surrender of this Note for registration of transfer at the offices maintained by the Company or its agent for such purpose, duly endorsed by the Holder hereof or his attorney duly authorized in writing, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities registrar duly executed by the Holder hereof or his attorney duly authorized in writing, but without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Upon any such registration of transfer, a new Junior Subordinated Note or Notes of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange herefor.

Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, and any agent of the Company or the Trustee may deem and treat the person in whose name this Note shall be registered upon the Register of the Notes of this series as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof and, subject to the provisions on the face hereof, interest due hereon and for all other purposes; and neither the Company nor the Trustee nor any such agent shall be affected by any notice to the contrary.

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

The Company and, by acceptance of this Note or a beneficial interest in this Note, each holder hereof and any person acquiring a beneficial interest herein, agree that for United States federal, state and local tax purposes it is intended that this Note constitute indebtedness.

This Note shall be deemed to be a contract made under the laws of the State of New York (without regard to conflicts of laws principles thereof) and for all purposes shall be governed by, and construed in accordance with, the laws of said State.

A-8

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

(please insert Social Security or other identifying number of assignee)

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

agent to transfer said Note on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatever.

A-9

[FORM OF SCHEDULE FOR ENDORSEMENTS ON GLOBAL NOTES TO REFLECT

CHANGES IN PRINCIPAL AMOUNT]

The initial principal amount of this Note is: $

Changes to Principal Amount of Global Note

Principal Amount by which this Signature of

Note is to be Decreased or Remaining Authorized

Increasedand the Reason for Principal Amount Signatory of

Date the Decrease or Increase of this Note Trustee

* Insert Schedule in Global Notes.

A-10

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2009

OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number		I.R.S. Employer Identification No.
1-8809		SCANA Corporation (a South Carolina corporation) 100 SCANA Parkway, Cayce, South Carolina 29033 (803) 217-9000	57-0784499
1-3375		South Carolina Electric & Gas Company (a South Carolina corporation) 100 SCANA Parkway, Cayce, South Carolina 29033 (803) 217-9000	57-0248695

Title of each class	Registrant
Series A Nonvoting Preferred Shares	South Carolina Electric & Gas Company

SCANA Corporation	Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨
	Smaller reporting company ¨

South Carolina Electric & Gas Company	Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x
	Smaller reporting company ¨

Title of each class	Registrant
Common Stock, without par value	SCANA Corporation
2009 Series A 7.70% Enhanced Junior Subordinated Notes	SCANA Corporation

Registrant	Description of Common Stock	Shares Outstanding at February 20, 2010
SCANA Corporation	Without Par Value	123,878,780
South Carolina Electric & Gas Company	Without Par Value	40,296,147(a)

		Page

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		4
DEFINITIONS		5
PART I
Item 1.	Business	6
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	20
Item 3.	Legal Proceedings	22
Item 4.	Reserved	23
Executive Officers of SCANA Corporation		24
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Selected Financial Data	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
Item 8.	Financial Statements and Supplementary Data
	SCANA Corporation	27
	South Carolina Electric & Gas Company	81
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	124
Item 9A.	Controls and Procedures - SCANA Corporation	124
Item 9A(T).	Controls and Procedures - South Carolina Electric & Gas Company	126
Item 9B.	Other Information	126
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	127
Item 11.	Executive Compensation	127
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	127
Item 13.	Certain Relationships and Related Transactions, and Director Independence	127
Item 14.	Principal Accounting Fees and Services	127
PART IV
Item 15.	Exhibits, Financial Statement Schedules	129
SIGNATURES		131
Exhibit Index		133

TERM	MEANING
AER	Alternate Energy Resources, Inc.
AFC	Allowance for Funds Used During Construction
BLRA	Base Load Review Act
CAA	Clean Air Act, as amended
CAIR	Clean Air Interstate Rule
CAMR	Clean Air Mercury Rule
CCP	Coal Combustion Products
CERCLA	Comprehensive Environmental Response, Compensation and Liability Act
CGT	Carolina Gas Transmission Corporation
CUT	Customer Usage Tracker
CWA	Clean Water Act
DHEC	South Carolina Department of Health and Environmental Control
DOE	United States Department of Energy
DOJ	United States Department of Justice
Dominion	Dominion Transmission, Inc.
DT	Dekatherm (one million BTUs)
Energy Marketing	The divisions of SEMI, excluding SCANA Energy
EPA	United States Environmental Protection Agency
FERC	United States Federal Energy Regulatory Commission
Fuel Company	South Carolina Fuel Company, Inc.
GENCO	South Carolina Generating Company, Inc.
GHG	Greenhouse Gas
GPSC	Georgia Public Service Commission
KW or KWh	Kilowatt or Kilowatt-hour
LLC	Limited Liability Company
LNG	Liquefied Natural Gas
MACT	Maximum Achievable Control Technology
MCF or MMCF	Thousand Cubic Feet or Million Cubic Feet
MGP	Manufactured Gas Plant
MMBTU	Million British Thermal Units
MW or MWh	Megawatt or Megawatt-hour
NERC	North American Electric Reliability Corporation
NCUC	North Carolina Utilities Commission
NMST	Negotiated Market Sales Tariff
NRC	United States Nuclear Regulatory Commission
NSR	New Source Review
Nuclear Waste Act	Nuclear Waste Policy Act of 1982
NYMEX	New York Mercantile Exchange
ORS	South Carolina Office of Regulatory Staff
PGA	Purchased Gas Adjustment
PRP	Potentially Responsible Party
PSNC Energy	Public Service Company of North Carolina, Incorporated
RES	Renewable Energy Standard
Santee Cooper	South Carolina Public Service Authority
SCANA	SCANA Corporation, the parent company
SCANA Energy	A division of SEMI which markets natural gas in Georgia
SCE&G	South Carolina Electric & Gas Company
SCI	SCANA Communications, Inc.
SCPSC	Public Service Commission of South Carolina
SCR	Selective Catalytic Reactor
SEC	United States Securities and Exchange Commission
SERC	SERC Reliability Corporation
SEMI	SCANA Energy Marketing, Inc.
Southern Natural	Southern Natural Gas Company
Summer Station	V. C. Summer Nuclear Station
Transco	Transcontinental Gas Pipeline Corporation
Williams Station	A.M. Williams Generating Station, owned by GENCO
WNA	Weather Normalization Adjustment

Customer Classification	2008			2009
Residential		42	%		43	%
Commercial		31	%		32	%
Industrial		17	%		16	%
Sales for resale		7	%		6	%
Other		2	%		2	%
Total Territorial		99	%		99	%
NMST		1	%		1	%
Total		100	%		100	%

	Cost of Fuel Used
	2007		2008		2009
Per million British thermal units (MMBTU):
Nuclear	$	.43	$	.45	$	.48
Coal		2.53		3.21		4.36
Gas		8.28		10.92		4.61
All Fuels (weighted average)		2.66		3.50		3.61
Per Ton:
Coal	$	62.98	$	79.26	$	108.39
Per thousand cubic feet (MCF):
Gas	$	8.67	$	11.38	$	4.81

	% of Total MWh Generated
	Actual							Estimated
	2007			2008		2009		2010		2011		2012
Coal		63	%	65	%	51	%	59	%	62	%	58	%
Nuclear		21	%	18	%	18	%	23	%	20	%	20	%
Hydro		4	%	4	%	4	%	3	%	3	%	3	%
Natural Gas & Oil		12	%	13	%	27	%	14	%	14	%	18	%
Biomass		-		-		-		1	%	1	%	1	%
Total		100	%	100	%	100	%	100	%	100	%	100	%

Commitment	Contractor	Remaining Regions(a)	Expiration Date
Uranium	United States Enrichment Corporation	22-25	2016
Enrichment	United States Enrichment Corporation	22-30	2023
Fabrication	Westinghouse Electric Corporation	22	2011

Project	License Expiration	Project	License Expiration
Saluda (Lake Murray)	2010	Stevens Creek	2025
Fairfield Pumped Storage/Parr Shoals	2020	Neal Shoals	2036

Facility	Present Fuel Capability	Location	Year In-Service	Net Generating Capacity (Summer Rating) (MW)
Steam Turbines:
Summer(1)	Nuclear	Parr, SC	1984	644
McMeekin	Coal/Gas	Irmo, SC	1958	250
Canadys	Coal/Gas	Canadys, SC	1962	385
Wateree	Coal	Eastover, SC	1970	684
Williams(2)	Coal	Goose Creek, SC	1973	570
Cope	Coal	Cope, SC	1996	420
COGEN South(3)	Biomass/Coal	Charleston, SC	1999	90

Combined Cycle:
Urquhart(4)	Coal/Gas/Oil	Beech Island, SC	1953/2002	555
Jasper	Gas/Oil	Hardeeville, SC	2004	868

Hydro(5):
Saluda		Irmo, SC	1930	200
Fairfield Pumped Storage		Parr, SC	1978	576

Name	Age	Positions Held During Past Five Years	Dates

William B. Timmerman	63	Chairman of the Board, President and Chief Executive Officer	*-present
Jimmy E. Addison	49	Senior Vice President and Chief Financial Officer Vice President-Finance	2006-present *-2006
George J. Bullwinkel	61	President and Chief Operating Officer-SEMI, SCI and ServiceCare	*-present
Sarena D. Burch	52	Senior Vice President-Fuel Procurement and Asset Management-SCE&G and PSNC Energy Senior Vice President-Fuel Procurement and Asset Management-South Carolina Pipeline Corporation, predecessor to CGT	-present -2006
Stephen A. Byrne	50	Executive Vice President-Generation, Nuclear and Fossil Hydro-SCE&G Senior Vice President-Generation, Nuclear and Fossil Hydro-SCE&G	2009-present *-2009
Paul V. Fant	56	President and Chief Operating Officer-CGT Senior Vice President - SCANA Senior Vice President - Transmission Services – SCE&G	-present 2008-present -2007
Ronald T. Lindsay	59	Senior Vice President, General Counsel and Assistant Secretary Executive Vice President, General Counsel and Secretary of Bowater Incorporated, Greenville, South Carolina Senior Vice President, General Counsel and Secretary of Bowater Incorporated	2009-present 2006-2008 *-2006
Kevin B. Marsh	54	President and Chief Operating Officer - SCE&G Senior Vice President and Chief Financial Officer	2006-present *-2006
Charles B. McFadden	65	Senior Vice President-Governmental Affairs and Economic Development- SCANA Services	*-present

	2009								2008
	4th Qtr.		3rd Qtr.		2nd Qtr.		1st Qtr.		4th Qtr.		3rd Qtr.		2nd Qtr.		1st Qtr.

High	$	38.64	$	36.39	$	32.70	$	36.89	$	40.24	$	44.06	$	41.32	$	42.70
Low	$	33.59	$	31.68	$	28.21	$	26.01	$	27.75	$	35.02	$	36.60	$	35.83

Long-term (investment grade)			Short-term
Moody’s (1)	S&P (2)	Fitch (2)	Moody’s	S&P	Fitch
Aaa	AAA	AAA	Prime-1 (P-1)	A-1	F-1
Aa	AA	AA	Prime-2 (P-2)	A-2	F-2
A	A	A	Prime-3 (P-3)	A-3	F-3
Baa	BBB	BBB	Not Prime	B	B
				C	C
				D	D

	SCANA																	SCE&G
As of or for the Year Ended December 31,	2009			2008				2007			2006			2005				2009			2008				2007		2006		2005
	(Millions of dollars, except statistics and per share amounts)
Statement of Income Data
Operating Revenues	$	4,237		$	5,319		$		4,621		$	4,563		$	4,777		$		2,569		$	2,816		$	2,481		$	2,391		$	2,421
Operating Income		699			710				633			603			436				547			559			498			468			312
Other Income (Expense)		(177	)		(176	)			(153	)		(157	)		(155	)			(119	)		(122	)		(117	)		(121	)		(121	)
Preferred Stock Dividends		(9	)		(7	)			(7	)		(7	)		(7	)			(9	)		(7	)		(7	)		(7	)		(7	)
Income Before Cumulative Effect of Accounting Change (1)		348			346				320			304			320				281			273			245			230			258
Income Available to Common Shareholders (1) (2)	$	348		$	346		$		320		$	310		$	320		$		281		$	273		$	245		$	234		$	258
Common Stock Data
Weighted Average Number of Common Shares
Outstanding (Millions)		122.1			117.0				116.7			115.8			113.8				n/a			n/a			n/a			n/a			n/a
Basic and Diluted Earnings Per Share (1)(2)	$	2.85		$	2.95		$		2.74		$	2.68		$	2.81				n/a			n/a			n/a			n/a			n/a
Dividends Declared Per Share of Common Stock	$	1.88		$	1.84		$		1.76		$	1.68		$	1.56				n/a			n/a			n/a			n/a			n/a
Balance Sheet Data
Utility Plant, Net	$	9,009		$	8,305		$		7,538		$	7,007		$	6,734		$		7,595		$	6,905		$	6,202		$	5,748		$	5,580
Total Assets		12,094			11,502				10,165			9,817			9,519				9,813			9,052			7,977			7,626			7,366
Total Equity	$	3,408		$	3,045		$		2,960		$	2,846		$	2,677		$		3,259		$	2,799		$	2,711		$	2,543		$	2,444
Short-term and Long-term Debt	$	4,846		$	4,698		$		3,852		$	3,711		$	3,677		$		3,430		$	3,320		$	2,593		$	2,498		$	2,456
Other Statistics
Electric:
Customers (Year-End)		654,766			649,571				639,258			623,402			609,971				654,830			649,636			639,312			623,453			610,025
Total sales (Million KWh)		23,104			24,284				24,885			24,519			25,305				23,107			24,287			24,888			24,538			25,323
Generating capability-Net MW (Year-End)		5,611			5,695				5,749			5,749			5,808				5,611			5,695			5,749			5,749			5,808
Territorial peak demand-Net MW		4,557			4,789				4,926			4,742			4,820				4,557			4,789			4,926			4,742			4,820
Regulated Gas:
Customers, excluding transportation (Year-End)		782,192			774,502				759,336			738,317			716,794				309,687			307,074			302,469			297,165			291,607
Sales, excluding transportation (Thousand Therms) (3)		832,931			848,568				823,976			997,173			1,106,526				399,752			416,075			407,204			403,489			410,700
Transportation customers (Year-End) (3)		482			474				446			430			365				130			120			115			100			97
Transportation volumes (Thousand Therms) (3)		1,388,096			1,366,675				1,369,684			852,100			707,189				217,750			64,034			27,113			24,845			20,317
Retail Gas Marketing:
Retail customers (Year-End)		455,198			459,250				484,565			482,822			479,382				n/a			n/a			n/a			n/a			n/a
Firm customer deliveries (Thousand Therms)		347,324			356,288				340,743			335,896			379,913				n/a			n/a			n/a			n/a			n/a
Nonregulated interruptible customer deliveries (Thousand Therms)		1,628,942			1,526,933				1,548,878			1,239,926			1,010,066				n/a			n/a			n/a			n/a			n/a

		SCANA		SCE&G
Rating Agency	Outlook	Senior Unsecured	Junior Subordinated Debt	Senior Secured	Senior Unsecured	Commercial Paper
Moody’s	Negative	Baa2	Baa3	A3	Baa1	P-2
S&P	Stable	BBB	BBB-	A-	BBB+	A-2
Fitch	Stable	BBB+	BBB-	A	A-	F-2

% of Revenues	2009			2008			2007
Regulated		73	%		65	%		66	%
Nonregulated		27	%		35	%		34	%

% of Income Available to Common Shareholders
Regulated		96	%		94	%		92	%
Nonregulated		4	%		6	%		8	%

% of Assets
Regulated		94	%		93	%		92	%
Nonregulated		6	%		7	%		8	%

Millions of dollars	2009			2008			2007
Income Statement Impact:
Reduction in employee benefit costs	$	-		$	(0.6	)	$	(2.5	)
Other income		(3.7	)		(14.6	)		(13.7	)
Balance Sheet Impact:
Increase (reduction) in capital expenditures		9.8			(0.3	)		(0.8	)
Component of amount (due to) payable from Summer Station co-owner		2.7			(0.3	)		(0.4	)
Regulatory asset		31.2			-			-
Total Pension Cost (Income)	$	40.0		$	(15.8	)	$	(17.4	)

Millions of dollars	2009		% Change			2008		% Change			2007
Operating revenues	$	2,140.9		(4.3	)%	$	2,236.4		14.4	%	$	1,954.1
Less: Fuel used in generation		817.6		(5.3	)%		863.6		30.4	%		662.3
Purchased power		16.8		(53.5	)%		36.1		10.4	%		32.7
Margin	$	1,306.5		(2.3	)%	$	1,336.7		6.2	%	$	1,259.1

Classification (in thousands)	2009		% Change			2008		% Change			2007
Residential		7,893		0.8	%		7,828		0.2	%		7,814
Commercial		7,350		(1.3	)%		7,450		(0.3	)%		7,469
Industrial		5,324		(13.5	)%		6,152		(1.8	)%		6,267
Sales for resale (excluding interchange)		1,815		(1.9	)%		1,850		(11.9	)%		2,100
Other		562		(1.2	)%		569		1.1	%		563
Total territorial		22,944		(3.8	)%		23,849		(1.5	)%		24,213
Negotiated Market Sales Tariff (NMST)		160		(63.2	)%		435		(35.3	)%		672
Total		23,104		(4.9	)%		24,284		(2.4	)%		24,885

Millions of dollars
Depreciation and amortization expense	$	(8.4	)
Income tax benefits		26.9
Losses from Equity Method Investments		(18.5	)
Impact on Net Income	$	-

	Payments due by periods
Millions of dollars		Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
Long- and short-term debt, including interest		$	8,860	$	712	$	1,844	$	454	$	5,850
Capital leases			7		2		5		-		-
Operating leases			54		12		27		4		11
Purchase obligations			7,752		745		3,705		2,002		1,193
Other commercial commitments			6,574		1,334		2,102		1,088		2,050
Total		$	23,247	$	2,805	$	7,683	$	3,548	$	9,104

Future Value
Millions of dollars	Prior to 2010		2010		2011		2012		2013		After 2013		Total
Total Project Cash Outlay	$	463	$	468	$	586	$	852	$	897	$	2,700	$	5,966

	Expected Maturity Date
December 31, 2009 Millions of dollars	2010	2011	2012	2013	2014	Thereafter	Total	Fair Value
Long-Term Debt:
Fixed Rate ($)	14.8	719.3	265.5	157.9	42.5	3,102.7.	4,302.7	4,538.3
Average Fixed Interest Rate (%)	6.87	5.91	6.23	7.05	4.88	6.05	6.07
Variable Rate ($)	4.4	4.4	4.4	4.4	4.4	159.4	181.1	161.0
Average Variable Interest Rate (%)	.96	.96	.96	.96	.96	.67	.70
Interest Rate Swaps:
Pay Variable/Receive Fixed ($)	3.2	303.2	253.2				559.6	1.1
Pay Interest Rate (%)	3.44	6.01	4.93				5.51
Receive Interest Rate (%)	8.75	6.89	6.28				6.63
Pay Fixed/Receive Variable ($)	4.4	4.4	4.4	4.4	4.4	159.4	181.4	(10.1	)
Average Pay Interest Rate (%)	6.17	6.17	6.17	6.17	6.17	4.88	5.04
Average Receive Interest Rate (%)	.96	.96	.96	.96	.96	.67	.70

	Expected Maturity Date
December 31, 2008 Millions of dollars	2009	2010	2011	2012	2013	Thereafter	Total	Fair Value
Long-Term Debt:
Fixed Rate ($)	108.2	14.8	1,075.3	265.5	157.9	2,670.2	4,291.9	4,406.5
Average Fixed Interest Rate (%)	6.27	6.87	4.61	6.23	7.05	5.97	5.70
Variable Rate ($)	26.1	3.2	3.2	3.2	3.2	138.6	177.5	149.1
Average Variable Interest Rate (%)	6.36	2.90	2.90	2.90	2.90	2.14	5.17
Interest Rate Swaps:
Pay Variable/Receive Fixed ($)	3.2	3.2	3.2	3.2			12.8	0.9
Pay Interest Rate (%)	4.66	4.66	4.66	4.66			4.66
Receive Interest Rate (%)	8.75	8.75	8.75	8.75			8.75
Pay Fixed/Receive Variable ($)		3.2	3.2	3.2	3.2	138.6	151.4	(34.3	)
Average Pay Interest Rate (%)		6.47	6.47	6.47	6.47	4.83	4.96
Average Receive Interest Rate (%)		2.90	2.90	2.90	2.90	2.14	2.20

Expected Maturity:
			Options
	Futures Contracts		Purchased Call	Purchased Put	Sold Call	Sold Put
2010	Long		(Long)	(Short)	(Short)	(Long)
Settlement Price (a)	5.65	Strike Price (a)	7.07	5.43	9.59	5.43
Contract Amount (b)	9.7	Contract Amount (b)	46.9	1.3	3.5	1.3
Fair Value (b)	9.8	Fair Value (b)	1.5	0.2	-	(0.2	)

2011
Settlement Price (a)	6.69	Strike Price (a)	8.15	-	-	-
Contract Amount (b)	0.6	Contract Amount (b)	0.1	-	-	-
Fair Value (b)	0.6	Fair Value (b)	-	-	-	-

(a) Weighted average, in dollars
(b)Millions of dollars

Swaps	2010	2011	2012	2013
Commodity Swaps:
Pay fixed/receive variable (b)	82.1	20.2	7.2	3.7
Average pay rate (a)	6.2457	7.0328	7.2548	7.8450
Average received rate (a)	5.7101	6.4252	6.5319	6.6778
Fair Value (b)	75.1	18.5	6.5	3.1

Pay variable/receive fixed (b)	33.9	10.7	3.0	-
Average pay rate (a)	5.7237	6.4174	6.5134	-
Average received rate (a)	5.9601	6.7629	6.6998	-
Fair Value (b)	35.3	11.2	3.1	-

Basis Swaps:
Pay variable/receive variable (b)	44.4	7.5	4.0	3.2
Average pay rate (a)	5.7524	6.4643	6.5966	6.7678
Average received rate (a)	5.8017	6.4447	6.5408	6.6978
Fair Value (b)	44.8	7.5	4.0	3.1

(a) Weighted average, in dollars
(b)Millions of dollars

December 31, (Millions of dollars)	2009			2008
Assets
Utility Plant In Service	$	10,835		$	10,433
Accumulated Depreciation and Amortization		(3,302	)		(3,146	)
Construction Work in Progress		1,149			711
Nuclear Fuel, Net of Accumulated Amortization		97			77
Acquisition Adjustments		230			230
Utility Plant, Net		9,009			8,305
Nonutility Property and Investments:
Nonutility property, net of accumulated depreciation of $107 and $94		291			194
Assets held in trust, net-nuclear decommissioning		67			54
Other investments		73			68
Nonutility Property and Investments, Net		431			316
Current Assets:
Cash and cash equivalents		162			272
Receivables, net of allowance for uncollectible accounts of $9 and $11		694			828
Inventories (at average cost):
Fuel		376			358
Materials and supplies		115			108
Emission allowances		10			15
Prepayments and other		164			232
Deferred income taxes		-			23
Total Current Assets		1,521			1,836
Deferred Debits and Other Assets:
Regulatory assets		985			905
Other		148			140
Total Deferred Debits and Other Assets		1,133			1,045
Total	$	12,094		$	11,502

Years Ended December 31, (Millions of dollars, except per share amounts)	2009			2008			2007
Operating Revenues:
Electric	$	2,141		$	2,236		$	1,954
Gas-regulated		958			1,247			1,105
Gas-nonregulated		1,138			1,836			1,562
Total Operating Revenues		4,237			5,319			4,621
Operating Expenses:
Fuel used in electric generation		818			864			662
Purchased power		17			36			33
Gas purchased for resale		1,570			2,547			2,161
Other operation and maintenance		640			675			648
Depreciation and amortization		316			319			324
Other taxes		177			168			160
Total Operating Expenses		3,538			4,609			3,988

Operating Income		699			710			633

Other Income (Expense):
Other income		65			79			99
Other expenses		(37	)		(42	)		(48	)
Interest charges, net of allowance for borrowed funds used during construction of $23, $16 and $13		(233	)		(227	)		(206	)
Allowance for equity funds used during construction		28			14			2
Total Other Expense		(177	)		(176	)		(153	)

Income Before Income Tax Expense and Earnings (Losses) from Equity Method Investments		522			534			480
Income Tax Expense		167			189			140

Income Before Earnings (Losses) from Equity Method Investments		355			345			340
Earnings (Losses) from Equity Method Investments		2			8			(13	)

Net Income		357			353			327
Less Preferred Stock Dividends of Subsidiary		(9	)		(7	)		(7	)
Income available to Common Shareholders of SCANA Corporation	$	348		$	346		$	320

Basic and Diluted Earnings Per Share	$	2.85		$	2.95		$	2.74
Weighted Average Common Shares Outstanding (Millions)		122.1			117.0			116.7
Dividends Declared Per Share of Common Stock	$	1.88		$	1.84		$	1.76

For the Years Ended December 31, (Millions of dollars)	2009			2008			2007
Cash Flows From Operating Activities:
Net Income	$	357		$	353		$	327
Adjustments to reconcile net income to net cash provided from operating activities:
Excess losses (earnings) from equity method investments, net of distributions		1			2			14
Depreciation and amortization		329			327			330
Amortization of nuclear fuel		18			17			19
Allowance for equity funds used during construction		(28	)		(14	)		(2	)
Carrying cost recovery		(5	)		(5	)		(6	)
Cash provided (used) by changes in certain assets and liabilities:
Receivables		134			(21	)		17
Inventories		(76	)		(114	)		(41	)
Prepayments and other		64			(103	)		(23	)
Other regulatory assets		(82	)		(23	)		40
Deferred income taxes, net		93			76			22
Regulatory liabilities		(6	)		(13	)		94
Accounts payable		(46	)		(14	)		(38	)
Taxes accrued		6			(28	)		35
Interest accrued		2			18			-
Changes in other assets		(36	)		(3	)		4
Changes in other liabilities		(46	)		(1	)		(62	)
Net Cash Provided From Operating Activities		679			454			730
Cash Flows From Investing Activities:
Utility property additions and construction expenditures		(787	)		(833	)		(712	)
Proceeds from investments and sale of assets		31			19			10
Nonutility property additions		(127	)		(71	)		(13	)
Investments		(6	)		(2	)		(10	)
Net Cash Used For Investing Activities		(889	)		(887	)		(725	)
Cash Flows From Financing Activities:
Proceeds from issuance of common stock		191			42			6
Proceeds from issuance of debt		600			1,526			40
Repayments of debt		(599	)		(231	)		(34	)
Redemption/repurchase of equity securities		(113	)		-			(14	)
Dividends		(234	)		(219	)		(210	)
Short-term borrowings, net		255			(547	)		140
Net Cash Provided From (Used For) Financing Activities		100			571			(72	)
Net Increase (Decrease) in Cash and Cash Equivalents		(110	)		138			(67	)
Cash and Cash Equivalents, January 1		272			134			201
Cash and Cash Equivalents, December 31	$	162		$	272		$	134
Supplemental Cash Flow Information:
Cash paid for-Interest (net of capitalized interest of $23, $16 and $13)	$	233		$	196		$	172
-Income taxes		79			121			76
Noncash Investing and Financing Activities:
Accrued construction expenditures		160			92			82

									Accumulated
									Other
	Common Stock					Retained			Comprehensive
Millions	Shares		Amount			Earnings			Income (Loss)			Total
Balance as of December 31, 2006	117	$	1,411		$	1,464		$	(29	)	$	2,846
Comprehensive Income :
Income Available to Common Shareholders of SCANA Corporation						320						320
Other Comprehensive Income, net of taxes $3									7			7
Total Comprehensive Income						320			7			327
Issuance of Common Stock Upon Exercise of Options			9			(3	)					6
Repurchase of Common Stock			(13	)								(13	)
Dividends Declared on Common Stock						(206	)					(206	)
Balance as of December 31, 2007	117		1,407			1,575			(22	)		2,960
Comprehensive Income (Loss):
Income Available to Common Shareholders of SCANA Corporation						346						346
Other Comprehensive Loss, net of taxes $(53)									(87	)		(87	)
Total Comprehensive Income (Loss)						346			(87	)		259
Issuance of Common Stock	1		42									42
Dividends Declared on Common Stock						(216	)					(216	)
Balance as of December 31, 2008	118		1,449			1,705			(109	)		3,045
Comprehensive Income:
Income Available to Common Shareholders of SCANA Corporation						348						348
Other Comprehensive Income, net of taxes $33									54			54
Total Comprehensive Income						348			54			402
Issuance of Common Stock	5		191									191
Dividends Declared on Common Stock						(230	)					(230	)
Balance as of December 31, 2009	123	$	1,640		$	1,823		$	(55	)	$	3,408

Regulated businesses	Nonregulated businesses
South Carolina Electric & Gas Company (SCE&G)	SCANA Energy Marketing, Inc.
South Carolina Fuel Company, Inc. (Fuel Company)	SCANA Communications, Inc. (SCI)
South Carolina Generating Company, Inc. (GENCO)	ServiceCare, Inc.
Public Service Company of North Carolina, Incorporated (PSNC Energy)	SCANA Resources, Inc.
Carolina Gas Transmission Corporation (CGT)	SCANA Services, Inc.
	SCANA Corporate Security Services, Inc.
	Westex Holdings, LLC

	December 31,
Millions of dollars	2009		2008
Regulatory Assets:
Accumulated deferred income taxes	$	173	$	171
Under-collections–electric fuel adjustment clause		55		-
Environmental remediation costs		26		27
Asset retirement obligations and related funding		279		265
Franchise agreements		50		50
Deferred employee benefit plan costs		325		345
Planned major maintenance		5		-
Other		72		47
Total Regulatory Assets	$	985	$	905

Regulatory Liabilities:
Accumulated deferred income taxes	$	30	$	32
Other asset removal costs		733		688
Storm damage reserve		44		48
Planned major maintenance		-		11
Monetization of bankruptcy claim		40		43
Other		32		16
Total Regulatory Liabilities	$	879	$	838

	Pension Benefits						Other Postretirement Benefits
Millions of dollars	2009			2008			2009			2008
Benefit obligation, January 1	$	709.5		$	704.8		$	192.5		$	196.8
Service cost		15.5			15.1			3.6			4.0
Interest cost		44.8			43.2			12.3			12.0
Plan participants’ contributions		-			-			2.9			2.7
Actuarial (gain) loss		54.5			(12.2	)		14.1			(9.2	)
Benefits paid		(34.9	)		(41.4	)		(15.0	)		(13.8	)
Benefit obligation, December 31	$	789.4		$	709.5		$	210.4		$	192.5