Registration Statement No. 333-184426
and 333-184426-01
   
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST- EFFECTIVE AMENDMENT No.1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SCANA CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina  
(State or other jurisdiction of
incorporation or organization)
 
57-0784499    
(I.R.S. Employer
Identification No.)
SOUTH CAROLINA ELECTRIC & GAS COMPANY
(Exact name of registrant as specified in its charter)
South Carolina    
(State or other jurisdiction of
incorporation or organization)
 
57-0248695  
(I.R.S. Employer
Identification No.)
100 SCANA Parkway
Cayce, South Carolina 29033
(803) 217-9000
(Address, including zip code, and telephone number, including
area code, of registrants' principal executive offices)
Ronald T. Lindsay, Esq.
Senior Vice President and General Counsel
100 SCANA Parkway
Cayce, South Carolina 29033
(803) 217-8634
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With copies to:
   
John W. Currie, Esq.  
McNair Law Firm, P.A.
1221 Main Street, 18 th  Floor
Columbia, South Carolina 29201
(803) 799-9800
 
   
R. Mason Bayler, Jr., Esq.  
Troutman Sanders LLP 
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.

            If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.     o
            If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    x
            If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o


            If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
    If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.     x
            If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.     o
            Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
SCANA Corporation
 
Large accelerated filer  x
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company  o
South Carolina Electric & Gas Company
 
Large accelerated filer  o
 
Accelerated filer o
 
Non-accelerated filer x
 
Smaller reporting company  o






























EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment No. 1”) to the Registration Statement (No. 333-184426 and 333-184426-01) initially filed on October 15, 2012, by SCANA Corporation (“SCANA”) and South Carolina Electric & Gas Company (“SCE&G”) (as so amended, the “Registration Statement”), is being filed solely to add the Third Supplemental Indenture, dated as of September 1, 2013, to the Indenture dated as of April 1, 1993 from SCE&G to The Bank of New York Mellon Trust Company, N.A. (as successor to NationsBank of Georgia, National Association), as Trustee, as Exhibit 4.12 to the Registration Statement in respect of offerings of first mortgage bonds by SCE&G.

No changes are being made hereby to Part I or to Items 14, 15 and 17 of Part II of the Registration Statement, all of which remain a part of the Registration Statement. The only change to the Registration Statement is the restatement of exhibits attached hereto pursuant to Item 16. Accordingly, Part I and Items 14, 15 and 17 of Part II are not included in this Post-Effective Amendment No 1. Pursuant to Rule 462(e) under the Securities Act of 1933, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission.


The Registration Statement is separately filed by SCANA and SCE&G on a combined basis. As to each registrant, the Registration Statement consists solely of the prospectus of such registrant (including the documents incorporated therein by reference) and the information set forth in Part II of the Registration Statement that is applicable to such registrant. No registrant makes any representation as to the information related to the other registrant, except to the extent that such information is included in the portion of the Registration Statement relating to such registrant.

























PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

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









SIGNATURES
      
Pursuant to the requirements of the Securities Act of 1933, SCANA Corporation, the registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this Post Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cayce, State of South Carolina, on October 3, 2013.
  
 
 
(REGISTRANT)
SCANA Corporation
 
 
By:
/s/Kevin B. Marsh
 (Name & Title):
Kevin B. Marsh
Chairman of the Board, President, Chief Executive Officer and
     Chief Operating Officer
     
Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
     
(i) Principal executive officer and director:
 
 
By:
/s/Kevin B. Marsh
(Name & Title):
Kevin B. Marsh
Chairman of the Board, President, Chief Executive Officer,
 
Chief Operating Officer and Director
Date:
October 3, 2013
                   
(ii) Principal financial officer:
 
 
By:
/s/Jimmy E. Addison
(Name & Title):
Jimmy E. Addison
Executive Vice President and Chief Financial Officer
Date:
October 3, 2013
             
(iii) Principal accounting officer:
    
 
 
By:
/s/James E. Swan IV
(Name & Title):
James E. Swan IV
Controller
Date:
October 3, 2013
                         
(iv) Other Directors*:
     
J. A. Bennett                 L. M. Miller
D. M. Hagood           J. W. Roquemore
J. W. Martin, III        M. K. Sloan
J. M. Micali        H. C. Stowe
      
*Signed on behalf of each of these persons by Ronald T. Lindsay, Attorney-in-Fact:
 
/s/Ronald T. Lindsay
Date:
October 3, 2013


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, South Carolina Electric & Gas Company, the registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this Post Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cayce, State of South Carolina, on October 3, 2013.

 
 
(REGISTRANT)
South Carolina Electric & Gas Company
 
 
By:
/s/Kevin B. Marsh
 (Name & Title):
Kevin B. Marsh
 Chairman of the Board and Chief Executive Officer          
        
Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
      
(i) Principal executive officer and director:
 
 
By:
/s/Kevin B. Marsh
(Name & Title):
Kevin B. Marsh
Chairman of the Board, Chief Executive Officer
 
and Director
Date:
October 3, 2013
                   
(ii) Principal financial officer:
 
 
By:
/s/Jimmy E. Addison
(Name & Title):
Jimmy E. Addison
Executive Vice President and Chief Financial Officer
Date:
October 3, 2013
       
(iii) Principal accounting officer:
 
 
By:
/s/James E. Swan IV
(Name & Title):
James E. Swan IV
Controller
Date:
October 3, 2013
       
(iv) Other Directors*:
                    
J. A. Bennett                J. W. Roquemore
D. M. Hagood           M. K. Sloan
J. M. Micali        H. C. Stowe
L. M. Miller       
*Signed on behalf of each of these persons by Ronald T. Lindsay, Attorney-in-Fact:
 
/s/Ronald T. Lindsay
Date:
October 3, 2013


EXHIBIT INDEX
 
Applicable to
Form S-3 of
 
ExhibitNo.
SCANA
SCE&G
Description 
 
 
 
 
1.01
X
 
Form of Underwriting Agreement relating to Medium Term Notes (To be filed as an exhibit to a subsequent Current Report on Form 8-K and incorporated herein by reference)
 
 
 
 
1.02
X
 
Form of Underwriting Agreement relating to Junior Subordinated Notes (To be filed as an exhibit to a subsequent Current Report on Form 8-K and incorporated herein by reference)
 
 
 
 
1.03
X
 
Form of Underwriting Agreement relating to Common Stock (To be filed as an exhibit to a subsequent Current Report on Form 8-K and incorporated herein by reference)
 
 
 
 
1.04
 
X
Form of Underwriting Agreement relating to First Mortgage Bonds (To be filed as an exhibit to a subsequent Current Report on Form 8-K and incorporated herein by reference)
 
 
 
 
2.01
X
 
Agreement and Plan of Merger, dated as of February 16, 1999 as amended and restated as of May 10, 1999, by and among Public Service Company of North Carolina, Incorporated, SCANA Corporation ("SCANA"), New Sub I, Inc. and New Sub II, Inc. (Filed as Exhibit 2.1 to SCANA Form S-4 on May 11, 1999)
 
 
 
 
3.01
X
 
Restated Articles of Incorporation of SCANA, as adopted on April 26, 1989 (Filed as Exhibit 3-A to Registration Statement No. 33-49145)
 
 
 
 
3.02
X
 
Articles of Amendment dated April 27, 1995 (Filed as Exhibit 4-B to Registration Statement No. 33-62421)
 
 
 
 
3.03
X
 
Articles of Amendment effective April 25, 2011 (Filed as Exhibit 4.03 to Registration Statement No. 333-174796)
 
 
 
 
3.04
 
X
Restated Articles of Incorporation of South Carolina Electric & Gas Company ("SCE&G"), as adopted on December 30, 2009 (Filed as Exhibit 1 to Form 8-A (File Number 000-53860))
 
 
 
 
3.05
X
 
Bylaws of SCANA as amended and restated as of February 19, 2009 (Filed as Exhibit 4.04 to Registration Statement No. 333-174796)
 
 
 
 
3.06
 
X
By-Laws of SCE&G as revised and amended on February 22, 2001 (Filed as Exhibit 3.05 to Registration Statement No. 333-65460)
 
 
 
 
4.01
X
 
Indenture dated as of November 1, 1989 between SCANA and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York), as Trustee (Filed as Exhibit 4-A to Registration Statement No. 33-32107)



 
 
 
 
4.02
X
 
First Supplemental Indenture dated as of November 1, 2009 to Indenture dated as of November 1, 1989 between SCANA and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York), as Trustee (Filed as Exhibit 99.01 to Registration Statement No. 333-174796)
 
 
 
 
4.03
X
 
Junior Subordinated Indenture dated as of November 1, 2009 between SCANA and U.S. Bank National Association, as Trustee (Filed as Exhibit 99.02 to Registration Statement No. 333-174796)
 
 
 
 
4.04
X
 
First Supplemental Indenture to Junior Subordinated Indenture referred to in Exhibit 4.03 dated as of November 1, 2009 (Filed as Exhibit 99.03 to Registration Statement No. 333-174796)
 
 
 
 
4.05
X
 
Form of Supplemental Indenture to Junior Subordinated Indenture referred to in Exhibit 4.03, related to Junior Subordinated Notes (Previously filed)
 
 
 
 
4.06
 
X
Indenture dated as of April 1, 1993 from SCE&G to The Bank of New York Mellon Trust Company, N.A. (as successor to NationsBank of Georgia, National Association), as Trustee (Filed as Exhibit 4-F to Registration Statement No. 33-49421)
 
 
 
 
4.07
 
X
First Supplemental Indenture to Indenture referred to in Exhibit 4.06 dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-49421)
 
 
 
 
4.08
 
X
Second Supplemental Indenture to Indenture referred to in Exhibit 4.06 dated as of June 15, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-57955)

 
 
 
 
4.09
X
 
Form of Medium Term Notes (Previously filed)
 
 
 
 
4.10
X
 
Form of Junior Subordinated Notes (Previously filed)
 
 
 
 
4.11
 
X

Form of First Mortgage Bonds (Previously filed)


 
 
 
 
4.12
 
X
Third Supplemental Indenture to Indenture referred to in Exhibit 4.06 dated as of September 1, 2013 (Filed herewith)
 
 
 
 
5.01
X
 
Opinion of Ronald T. Lindsay, Esq. Re legality of Medium Term Notes, Junior Subordinated Notes and Common Stock (Previously filed)
 
 
 
 
5.02
X
 
Opinion of Troutman Sanders LLP Re legality of Medium Term Notes and Junior Subordinated Notes (Previously filed)
 
 
 
 
5.03
 
X
Opinion of Ronald T. Lindsay, Esq. Re legality of First Mortgage Bonds (Previously filed)
 
 
 
 
8.01
 
 
Opinion Re Tax Matters (Not applicable)
 
 
 
 
12.01
X
X
Statements Re Computation of Ratios ( Previously filed)
 
 
 
 



15.01
 
 
Letter Re Unaudited Interim Financial Information (Not applicable)
 
 
 
 
23.01
X
 
Consent of Deloitte & Touche LLP for Initial Registration Statement (Previously filed)
 
 
 
 
23.02
 
X
Consent of Deloitte & Touche LLP for Initial Registration Statement (Previously filed)
 
 
 
 
23.03
X
 
Consent of Ronald T. Lindsay, Esq. (Previously filed)
 
 
 
 
23.04
 
X
Consent of Ronald T. Lindsay, Esq. (Previously filed)
 
 
 
 
23.05
X
 
Consent of Troutman Sanders LLP (Previously filed)
 
 
 
 
24.01
X
 
Power of Attorney (Previously filed)
 
 
 
 
24.02
 
X
Power of Attorney (Previously filed)
 
 
 
 
25.01
X
 
Statement of eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee of Medium Term Notes (Form T-1) (Previously filed)
 
 
 
 
25.02
X
 
Statement of eligibility of U.S. Bank National Association, as Trustee of Junior Subordinated Notes (Form T-1) (Previously filed)
 
 
 
 
25.03
 
X
Statement of eligibility of The Bank of New York Mellon Trust Company, as Trustee of First Mortgage Bonds (Form T-1) (Previously filed)
 
 
 
 
26.01
 
 
Invitations for Competitive Bids (Not applicable)














Counterpart #_______

Exhibit 4.12

SOUTH CAROLINA ELECTRIC & GAS COMPANY

TO

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., successor to
NationsBank of Georgia, National Association, as Trustee

____________________

THIRD SUPPLEMENTAL INDENTURE
(Supplemental to Indenture Dated as of April 1, 1993)

PROVIDING FOR

INCREASE IN MAXIMUM AMOUNT PERMITTED TO BE SECURED BY INDENTURE DATED AS OF APRIL 1, 1993

____________________




Dated as of September 1, 2013



THE INDENTURE OF SOUTH CAROLINA ELECTRIC & GAS COMPANY TO NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, AS TRUSTEE, TO WHICH THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. IS SUCCESSOR TRUSTEE, DATED APRIL 1, 1993 (THE “INDENTURE”), RECORDED IN THE RMC OFFICE OF THIS COUNTY AS DESCRIBED ON EXHIBIT A HERETO, AS HERETOFORE AMENDED AND SUPPLEMENTED AND AS AMENDED AND SUPPLEMENTED BY THIS THIRD SUPPLEMENTAL INDENTURE THERETO IS SUBJECT TO, AND IS INTENDED TO TAKE ADVANTAGE OF, THE PROVISIONS OF SECTION 29-1-10 AND 29-3-80, S.C. CODE OF LAWS (1976), AS AMENDED. THE LIEN OF THE INDENTURE, AS SUPPLEMENTED OR AMENDED FROM TIME TO TIME, SHALL CONTINUE UNTIL SATISFIED OR RELEASED OF RECORD REGARDLESS OF WHETHER OR NOT SUCH INDENTURE STATES A MATURITY DATE. FURTHER, AS SET FORTH IN THE INDENTURE, THE LIEN AFFECTS AFTER-ACQUIRED PROPERTY.






THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE, dated as of September 1, 2013, between SOUTH CAROLINA ELECTRIC & GAS COMPANY, a corporation duly organized and existing under the laws of the State of South Carolina (herein called the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, successor to NationsBank of Georgia, National Association, as trustee (the “Trustee”);

WHEREAS, the Company heretofore executed and delivered to the Trustee an Indenture dated as of April 1, 1993 (herein referred to as the “Original Indenture”), which Original Indenture was executed and delivered by the Company to secure the payment of Securities issued or to be issued under and in accordance with the provisions thereof, the Original Indenture being recorded as shown as Exhibit A hereto; and

WHEREAS, the Company has heretofore executed and delivered to the Trustee the following supplemental indentures:

DESIGNATION    DATED AS OF

First Supplemental Indenture    June 1, 1993
Second Supplemental Indenture    June 15, 1993

supplemental to the Original Indenture; the Original Indenture, together with all instruments stated to be supplemental thereto to which the Trustee has heretofore been or shall hereafter be a party, including the aforesaid supplemental indentures and this Third Supplemental Indenture, being herein sometimes referred to collectively as the “Mortgage;” and

WHEREAS, Section 1701 of the Mortgage provides that the Company and the Trustee, at any time and from time to time, without the consent of any Holders, may enter into one or more indentures supplemental to the Original Indenture, for various purposes including to increase the amount of indebtedness and sums which may be secured by the Mortgage, to add one or more covenants of the Company and to establish the terms of Securities of any series as contemplated by Section 201 of the Mortgage; and

WHEREAS, there have been issued under the Original Indenture as heretofore supplemented the following series of First Mortgage Bonds, of which the following principal amounts were outstanding at the date of this Third Supplemental Indenture:







SERIES
PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL AMOUNT
OUTSTANDING
 
 
 
Securities of the Original Series
$
1,000

$ None
First Mortgage Bonds, 7 5/8% Series due 2023
100,000,000

None
First Mortgage Bonds, 6% Series due June 15, 2000
100,000,000

None
First Mortgage Bonds, 7 1/2% Series due June 15, 2023
150,000,000

None
First Mortgage Bonds, 6 1/4% Series due December 15, 2003
100,000,000

None
First Mortgage Bonds, 7.70% Series due July 15, 2004
100,000,000

None
First Mortgage Bonds, 7 5/8% Series due April 1, 2025
100,000,000

None
First Mortgage Bonds, 7 1/8% Series due June 15, 2013
150,000,000

None
First Mortgage Bonds, 6 1/8% Series due March 1, 2009
100,000,000

None
First Mortgage Bonds, 6.70% Series due February 1, 2011
150,000,000

None
First Mortgage Bonds, 6.625% Series due February 1, 2032
300,000,000

300,000,000
First Mortgage Bonds, 2002 Deposited Series
90,425,000

None
First Mortgage Bonds, 5.80% Series due January 15, 2033
200,000,000

200,000,000
First Mortgage Bonds, 5.30% Series due May 15, 2033
300,000,000

300,000,000
First Mortgage Bonds, 5.25% Series due November 1, 2018
250,000,000

250,000,000
First Mortgage Bonds, 5.25% Series due March 1, 2035
100,000,000

100,000,000
First Mortgage Bonds, 6.25% Series due July 1, 2036
125,000,000

125,000,000
First Mortgage Bonds, 6.05% Series due January 15, 2038
535,000,000

535,000,000
First Mortgage Bonds, 6.50% Series due November 1, 2018
300,000,000

300,000,000
First Mortgage Bonds, 2008 Deposited Series
35,000,000

34,555,000
First Mortgage Bonds, 5.50% Series due December 15, 2039
150,000,000

150,000,000
First Mortgage Bonds, 5.450% Series due February 1, 2041
350,000,000

350,000,000
First Mortgage Bonds, 3.22% Series due October 18, 2021
30,000,000

30,000,000
First Mortgage Bonds, 4.35% Series due February 1, 2042
500,000,000

500,000,000
First Mortgage Bonds, 2013 Deposited Series
54,215,000

54,215,000
First Mortgage Bonds, 4.60% Series due June 15, 2043
400,000,000

400,000,000

WHEREAS, it is provided in Section 201 of the Original Indenture, as heretofore supplemented, that the aggregate principal amount of Securities which may be secured by the Mortgage shall be such aggregate principal amount as may from time to time be authenticated and delivered under the provisions thereof; provided, however, that until an indenture or indentures supplemental thereto shall be executed and delivered by the Company to the Trustee and filed for record in one or more places as may be required to make effective the Lien of the Mortgage, increasing or decreasing the amount of future advances and other indebtedness and sums which may be secured thereby, the Mortgage may secure future advances and other indebtedness and sums not to exceed in the aggregate Five Billion Dollars ($5,000,000,000); and

WHEREAS, the Company has determined to increase the aggregate principal amount of Securities which may be secured by the Mortgage, including future advances and other indebtedness and sums, from Five Billion Dollars ($5,000,000,000) to Ten Billion Dollars ($10,000,000,000) and has duly authorized the execution and delivery to the Trustee of this Third Supplemental Indenture to effect such increase; and

2




WHEREAS, the execution and delivery by the Company of this Third Supplemental Indenture, and the terms of the Securities, have been duly authorized by the Company as provided in the Mortgage;

    
THE PARTIES HEREBY COVENANT AND AGREE as follows:


ARTICLE FIRST

Increase in Amount Permitted to be Secured by Mortgage

SECTION 1.01. Increase in Amount Permitted to be Secured by Mortgage.

The aggregate principal amount of indebtedness which may be secured by the Mortgage, including future advances and other indebtedness and sums, is increased from Five Billion Dollars ($5,000,000,000) as specified in Section 201 of the Original Indenture, as heretofore supplemented, to Ten Billion Dollars ($10,000,000,000).


ARTICLE SECOND

Miscellaneous

SECTION 2.01. Definitions.

Subject to the amendments provided for in this Third Supplemental Indenture, the terms defined in the Original Indenture as heretofore supplemented shall, for all purposes of this Third Supplemental Indenture, have the meanings specified in the Original Indenture.

SECTION 2.02. Acceptance of Trust.

The Trustee hereby accepts the trust herein created and agrees to perform the same upon the terms and conditions in the Original Indenture as heretofore supplemented set forth and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect to the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company alone. In general each and every term and condition contained in Article Sixteen of the Mortgage shall apply to and form part of this Third Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Third Supplemental Indenture.

SECTION 2.03. Successors and Assigns.

Whenever in this Third Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles Fifteen and Sixteen of the Mortgage, be deemed to include the successors and assigns of such party, and all the covenants and

3



agreements in this Third Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.

SECTION 2.04. Benefit of the Parties.

Nothing in this Third Supplemental Indenture, express or implied, is intended, or shall be construed, to confer upon, or to give to any person, firm or corporation, other than the parties hereto and the Holders of the Securities Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Third Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Third Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the Holders of the Securities Outstanding under the Mortgage.

SECTION 2.05. Effect in Georgia.

This Third Supplemental Indenture is intended by the parties hereto, as to properties now or hereafter encumbered by the Mortgage and located within the State of Georgia, to operate and is to be construed as granting a Lien only on such properties and not as a deed passing title thereto.

SECTION 2.06. Notice of Claim of Benefit of Laws.

The Company gives notice that it claims the benefit of Sections 29-1-10 and 29-3-80, S.C. Code of Laws (1976), as amended (Section 589, enacted into law June 14, 1993), concerning the continuation of the lien until satisfied or released of record and attachment to after-acquired real property of the lien of the Original Indenture, dated as of April 1, 1993, the First Supplemental Indenture, dated as of June 1, 1993 and the Second Supplemental Indenture, dated as of June 15, 1993, and all supplements and amendments thereto. The Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture are recorded in the counties and at the book and page numbers set forth on Exhibit A attached hereto. The Notice on the cover of this Third Supplemental Indenture is given pursuant to the aforesaid laws.

SECTION 2.07. Counterparts.

This Third Supplemental Indenture shall 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 2.08. Governing Law.

This Third Supplemental Indenture shall be governed by and construed in accordance with the law of the State of South Carolina, except to the extent that the law of any other jurisdiction shall be mandatorily applicable.


4




IN WITNESS WHEREOF, South Carolina Electric & Gas Company has caused this Third Supplemental Indenture to be executed in its corporate name by its Treasurer and its corporate seal to be hereunto affixed and to be attested by its Secretary, and The Bank of New York Mellon Trust Company, N.A., to evidence its acceptance hereof, has caused this Third Supplemental Indenture to be executed in its corporate name by one of its Vice Presidents or Trust Officers, in several counterparts, all as of the day and year first above written.

SOUTH CAROLINA ELECTRIC & GAS COMPANY

By:     /s/ Mark R Cannon            
Mark R. Cannon
Its:    Treasurer

Attest:

/s/ Gina Champion        
Gina Champion, Secretary


In the presence of:

/s/ Jonathan T Evans    
Jonathan T. Evans

/s/ Patricia K Haltiwanger    
Patricia K. Haltiwanger


[South Carolina Electric & Gas Company’s Signature Page]


IN WITNESS WHEREOF, South Carolina Electric & Gas Company has caused this Third Supplemental Indenture to be executed in its corporate name by its Treasurer and its corporate seal to be hereunto affixed and to be attested by its Secretary, and The Bank of New York Mellon Trust Company, N.A., to evidence its acceptance hereof, has caused this Third Supplemental Indenture to be executed in its corporate name by one of its Vice Presidents or Trust Officers, in several counterparts, all as of the day and year first above written.

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Successor to
NationsBank of Georgia, National Association, as Trustee


By:     s/ Lawrence Dillard                    
Lawrence Dillard
Its:    Vice President

In the presence of:

s/ Lawrence M Kusch    
Lawrence M. Kusch


s/ R. Tarnas        
R. Tarnas


[The Bank of New York Mellon Trust Company, N.A.’s Signature Page]


STATE OF SOUTH CAROLINA        )
)        ACKNOWLEDGEMENT
COUNTY OF LEXINGTON            )

I, the undersigned notary public for the State of South Carolina, do hereby certify that Mark R. Cannon and Gina Champion, the Treasurer and Secretary, respectively, of South Carolina Electric & Gas Company personally appeared before me this day and acknowledged the due execution of the foregoing instrument.

Witness my hand and official seal this 5th day of September, 2013.



s/ Patricia K Haltiwanger            
Patricia K. Haltiwanger, Notary Public
(NOTARY SEAL)
My Commission Expires: March 22, 2016




[South Carolina Electric & Gas Company’s Acknowledgement]


STATE OF ILLINOIS                )
)        ACKNOWLEDGEMENT
COUNTY OF COOK                )

I, the undersigned notary public for the State of Illinois, do hereby certify that Lawrence Dillard, a Vice President of the Bank of New York Mellon Trust Company, N.A. personally appeared before me this day and acknowledged the due execution of the foregoing instrument.

Witness my hand and official seal this 5th day of September, 2013.



s/ Colleen Sketch            
Notary Public
(NOTARY SEAL)
My Commission Expires: May 20, 2017




[The Bank of New York Mellon Trust Company, N.A.’s Acknowledgement]


EXHIBIT A

The Indenture dated as of April 1, 1993 with NationsBank of Georgia, National Association, to which The Bank of New York Mellon Trust Company, N.A., is successor as Trustee (the “Original Indenture”), the First Supplemental Indenture thereto, dated as of June 1, 1993 (the “First Supplement”) and the Second Supplemental Indenture, dated as of June 15, 1993 (the “Second Supplement”), have each been filed for the record and correctly indexed as a mortgage on real estate in the appropriate recording office in each of the following counties in the State of South Carolina:
 
      Original Indenture
     First Supplement
  Second Supplement
 
 
 
 
 
 
 
 
 
 
 
 


County
Real Estate
Mortgage
Book


Page
Real Estate
Mortgage Book


Page
Real Estate
Mortgage
Book


Page
 
 
 
 
 
 
 
 
 
 
1
Abbeville
10E
1
10F
209
10F
600
 
2
Aiken
1521
1
1540
48
1548
298
 
3
Allendale
81
360
83
20
82
131
 
4
Bamberg
105
1
105
96
106
24
 
5
Barnwell
225
1
229
329
231
205
 
6
Beaufort
543
2220
628
404
634
545
 
7
Berkeley
276
152
301
350/358
313
66
 
8
Calhoun
84
138
86
179
87
29
 
9
Charleston
C-226
492
S-227
723/732
V-228
632
 
10
Chester
664
18
669
217
671
239
 
11
Colleton
529
124
535
63
537
120
 
12
Dorchester
1133
107
1152
222
1163
270
 
13
Edgefield
460
1
461
24
461
138
 
14
Fairfield
322
33
325
153
326
215
 
15
Greenwood
492
466
495
829
497
922
 
16
Hampton
185
73
187
19
187
267
 
17
Jasper
92
44
93
272
94
103
 
18
Kershaw
165
1
177
77
182
303
 
19
Lexington
2513
173
2573
182
2599
1
 
20
McCormick
89
96
90
46
90
92
 
21
Newberry
396
256
401
318
403
305
 
22
Orangeburg
598
64
600
967
601
1187
 
23
Richland
M-1563
744
M-1583
157
1592
908
 
24
Saluda
263
75
266
188
268
182
 
25
Union
190
136
190
458
190
606

As the same may have been supplemented from time to time.


Exhibit A