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, excep