Exhibit 4-C
TRUST AGREEMENT
TRUST AGREEMENT dated as of October 8, 1997, by and between
South Carolina Electric & Gas Company, a South Carolina
corporation, as "Depositor," and The Bank of New York (Delaware),
as trustee (the "Delaware Trustee"), and M. R. Cannon, as trustee
(the "Administrative Trustee" and together with the Delaware
Trustee, the "Trustees").
The Depositor and the Trustees hereby agree as follows:
Section 1. The Trust. The trust created hereby shall be
known as "SCE&G Trust I" (the "Trust"), in which name the Trustees,
or the Depositor to the extent provided herein, may conduct the
business of the Trust, make and execute contracts, and sue and be
sued.
Section 2. The Trust Estate. The Depositor hereby assigns,
transfers, conveys and sets over to the Trust the sum of $10. Such
amount shall constitute the initial trust estate. It is the
intention of the parties hereto that the Trust created hereby
constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust
Act"), and that this document constitutes the governing instrument
of the Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware
Secretary of State in accordance with the provisions of the
Business Trust Act.
Section 3. Amended and Restated Trust Agreement. The
Depositor, the Trustees and certain other parties will enter into
an amended and restated Trust Agreement, satisfactory to each such
party and substantially in the form to be included as an exhibit to
the 1933 Act Registration Statement (as defined below), to provide
for the contemplated operation of the Trust created hereby and the
issuance of the Preferred Securities (as defined below) and common
securities of the Trust to be referred to therein. Prior to the
execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior
to such execution and delivery and licenses, consents or approvals
required by applicable law or otherwise.
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Section 4. Certain Authorizations. The Depositor, as the
sponsor of the Trust, is hereby authorized, (i) to file with the
Securities and Exchange Commission (the "Commission") and execute,
in each case on behalf of the Trust (a) the Registration Statement
on Form S-3 (the "1933 Act Registration Statement"), including any
pre-effective or post-effective amendments to such 1933 Act
Registration Statement (including the prospectus and the exhibits
contained therein), relating to the registration under the
Securities Act of 1933, as amended, of the preferred securities of
the Trust (the "Preferred Securities") and certain other
securities of the Depositor and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to
the registration of the Preferred Securities of the Trust under
Section 12 of the Securities Exchange Act of 1934, as amended; (ii)
to file with one or more national securities exchanges (each, an
"Exchange") or the National Association of Securities Dealers
("NASD") and execute on behalf of the Trust a listing application
or applications and all other applications, statements,
certificates, agreements and other instruments as shall be
necessary or desirable to cause the Preferred Securities to be
listed on any such Exchange or the NASD's Nasdaq National Market;
(iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as
the Depositor on behalf of the Trust, may deem necessary or
desirable to register the Preferred Securities under the securities
or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such
Underwriting Agreements with one or more underwriters relating to
the offering of the Preferred Securities as the Depositor, on
behalf of the Trust, may deem necessary or desirable. In the event
that any filing referred to in clauses (i), (ii) or (iii) above is
required by the rules and regulations of the Commission, any
Exchange, the NASD or state securities or "Blue Sky" laws, to be
executed on behalf of the Trust by a Trustee, the Depositor and any
Trustee are hereby authorized to join in any such filing and to
execute on behalf of the Trust any and all of the foregoing; it
being understood that The Bank of New York (Delaware), in its
capacity as a trustee of the Trust, shall not be required to join
in any such filing or execute on behalf of the Trust any such
document unless required by any such law, rule or regulation.
Section 5. Counterparts. This Trust Agreement may be
executed in one or more counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the
same instrument.
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Section 6. Trustees. The number of Trustees initially
shall be two (2) and thereafter the number of Trustees shall be
such number as shall be fixed from time to time by a written
instrument signed by the Depositor, which may increase or decrease
the number of Trustees; provided, however, that to the extent
required by the Business Trust Act, one Trustee shall either be a
natural person who is a resident of the State of Delaware or, if
not a natural person, an entity which has its principal place of
business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law. Subject to the foregoing,
the Depositor is entitled to appoint or remove without cause any
Trustee at any time. Any Trustee may resign upon thirty days'
prior notice to the Depositor, provided, however, such notice shall
not be required if it is waived by the Depositor.
Section 7. Limitation. The Bank of New York (Delaware), in
its capacity as a Trustee, shall not have any of the powers or
duties of the Trustees set forth herein, except as expressly
required by the Business Trust Act, and shall be a trustee of the
Trust for the sole purpose of satisfying the requirements of
Section 3807 of the Business Trust Act.
Section 8. Governing Law. This Trust Agreement shall be
governed by, and construed in accordance with, the laws of the
State of Delaware (without regard to conflicts of law principles).
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above
written.
SOUTH CAROLINA ELECTRIC & GAS
COMPANY, as Depositor
By: _____________________________________
Name:
Title:
THE BANK OF NEW YORK (DELAWARE), as Delaware
Trustee
By: ______________________________________
Name:
Title:
________________________________________,
M. R. Cannon, as Administrative Trustee
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