Form 8-K -Agreement Amendments

0000754737-12-000039.txt : 20120803 0000754737-12-000039.hdr.sgml : 20120803 20120803163439 ACCESSION NUMBER: 0000754737-12-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20120803 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120803 DATE AS OF CHANGE: 20120803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCANA CORP CENTRAL INDEX KEY: 0000754737 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 570784499 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08809 FILM NUMBER: 121007209 BUSINESS ADDRESS: STREET 1: 100 SCANA PARKWAY STREET 2: MAIL CODE - B123 CITY: CAYCE STATE: SC ZIP: 29033 BUSINESS PHONE: 8032179000 MAIL ADDRESS: STREET 1: 220 OPERATION WAY STREET 2: MAIL CODE - B123 CITY: CAYCE STATE: SC ZIP: 29033 8-K 1 form8-kxagreementamendments.htm Form 8-K -Agreement Amendments

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 3, 2012



Commission	Registrant, State of Incorporation,	I.R.S. Employer
File Number	Address and Telephone Number	Identification No.

1-8809	SCANA Corporation	57-0784499
	(a South Carolina corporation)
	100 SCANA Parkway, Cayce, South Carolina 29033
	(803) 217-9000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Item 8.01 OTHER EVENTS

In May 2010 SCANA Corporation (the “Company”) entered into confirmations (the “Original Forward Sale Agreements”) with each of Wells Fargo Bank, National Association, Morgan Stanley & Co. International plc and UBS AG, London Branch and their respective agents (the “Forward Counterparties”) relating to the forward sale by the Company of an aggregate of 6,622,500 shares of the Company's common stock, no par value per share. By the terms of the Original Forward Sale Agreements, settlement of the transactions contemplated thereby was required to be effected on or before February 29, 2012. Copies of the Original Forward Sale Agreements were filed as Exhibits to the Company's Current Report on Form 8-K filed on May 14, 2010.

The Company entered into confirmations dated October 26, 2011 (the “October 2011 Agreements”) with each of the Forward Counterparties by which the date settlement under the Original Forward Sale Agreements was required to be effected was extended to December 31, 2012. Copies of the October 2011 Agreements were filed as Exhibits to the Company's Report on Form 8-K filed on October 28, 2011.

The Company entered into confirmations dated August 3, 2012 (the “August 2012 Agreements”) with each of the Forward Counterparties by which the date settlement under the Original Forward Sale Agreements were required to be effected was extended to March 4, 2013.

Copies of the August 2012 Agreements are filed as Exhibits 1.01, 1.02 and 1.03 to this Current Report on Form 8-K.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits


Exhibit 1.01	Confirmation dated August 3, 2012 between SCANA Corporation and Wells Fargo Bank, National Association, and Wells Fargo Securities, LLC, as agent.


Exhibit 1.02	Confirmation dated August 3, 2012 between SCANA Corporation and Morgan Stanley & Co. International plc, and Morgan Stanley & Co. Incorporated, as agent.


Exhibit 1.03	Confirmation dated August 3, 2012 between SCANA Corporation and UBS AG, London Branch, and UBS Securities LLC, as agent.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	SCANA Corporation
	(Registrant)



August 3, 2012	By:	/s/James E. Swan, IV
		James E. Swan, IV
		Controller

EXHIBIT INDEX

Exhibit

Number


1.01	Confirmation dated August 3, 2012 between SCANA Corporation and Wells Fargo Bank, National Association, and Wells Fargo Securities, LLC, as agent.


1.02	Confirmation dated August 3, 2012 between SCANA Corporation and Morgan Stanley & Co. International plc, and Morgan Stanley & Co. Incorporated, as agent.


1.03	Confirmation dated August 3, 2012 between SCANA Corporation and UBS AG, London Branch, and UBS Securities LLC, as agent.

EX-1.01 2 wellsfargoamendment.htm EXHIBIT 1.01 wellsfargoamendment

Exhibit 1.01

EXECUTION VERSION

August 3, 2012

To: SCANA Corporation

100 SCANA Parkway

Cayce, South Carolina 29033


From:	Wells Fargo Bank, National Association

375 Park Avenue

New York, NY 10152

Attention: Documentation Group

From: Wells Fargo Securities, LLC

Solely as Agent of Wells Fargo Bank, National Association

375 Park Avenue

New York, NY 10152

Attention: Documentation Group

___________________________________________________________________________

Dear Sirs,

The purpose of this letter agreement (this “Agreement”) is to amend the terms and conditions of (i) the transaction (the “Base Forward Transaction”) entered into between Wells Fargo Bank, National Association (“Party A”), represented by Wells Fargo Securities, LLC (the “Agent”) as its agent, and SCANA Corporation (“Party B”), pursuant to a letter agreement dated as of May 11, 2010, as amended on October 26, 2011 (as so amended, the “Base Forward Confirmation”), and (ii) the transaction (the “Additional Forward Transaction” and, together with the Base Forward Transaction, the “Transactions”) entered into between Party A, represented by the Agent as its agent, and Party B, pursuant to a letter agreement dated as of May 13, 2010, as amended on October 26, 2011 (as so amended, the “Additional Forward Confirmation” and, together with the Base Forward Confirmation, the “Confirmations”). Capitalized terms used herein with respect to any Confirmation or Transaction but not otherwise defined herein shall have the meaning assigned to them in the Confirmation for such Transaction.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1.	Amendments to Confirmations. Effective as of the date hereof, the definition of “Maturity Date” in Section 2 of each Confirmation shall be amended by replacing “December 31, 2012” with “March 4, 2013”.


2.	Representations and Warranties.


(a)	Each of Party A and Party B represents and warrants to, and agrees with, the other party on the date hereof that:


(i)	it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;


(ii)	it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other document relating

to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;


(iii)	such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;


(iv)	all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;

(v)

its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law));


(vi)	it is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction that could reasonably be expected to impair materially its ability to perform its obligations under the Transactions as amended hereby; and


(vii)	no Event of Default or Potential Event of Default has occurred and is continuing under either Confirmation and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement.

(b) Party B represents and warrants to, and agrees with, Party A on the date hereof that:


(i)	it (A) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into this Agreement; (B) has consulted with its own legal, financial, accounting and tax advisors in connection with this Agreement; and (C) is entering into this Agreement for a bona fide business purpose;


(ii)	it is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act; and


(iii)	it is not in possession of any material nonpublic information regarding Party B or the Shares.


3.	No Additional Amendments or Waivers. Except as expressly amended hereby, all the terms of the Transactions and provisions in the Confirmations shall remain and continue in full force and effect and are hereby confirmed in all respects.


4.	Matters Relating to Agent.

Each party agrees and acknowledges that:


(a)	The Agent acts solely as agent for Party A on a disclosed basis with respect to the transactions contemplated hereunder and under the Confirmations.


(b)	The Agent is registered as a broker-dealer with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority (FINRA), is acting hereunder for and on behalf of Party A solely in its capacity as agent for Party A pursuant to instructions from Party A, and is not and will

not be acting as Party B’s agent, broker, advisor or fiduciary in any respect under or in connection with this Agreement or the Transactions.

(c)

In addition to acting as Party A’s agent in executing this Agreement, the Agent is authorized from time to time to give written payment and/or delivery instructions to Party B directing it to make its payments and/or deliveries under the Transactions to an account of the Agent for remittance to Party A (or its designee), and for that purpose any such payment or delivery by Party B to the Agent shall be treated as a payment or delivery to Party A.


(d)	Except as otherwise provided herein, any and all notices, demands, or communications of any kind transmitted in writing by either Party A or Party B under or in connection with this Agreement will be transmitted exclusively by such party to the other party through the Agent at the following address:

Wells Fargo Securities, LLC
375 Park Avenue

New York, NY 10152

Attention: Documentation Group

Telephone No.: (212) 214-6100

Facsimile No.: (212) 214-5913

(e)

The Agent shall have no responsibility or liability to Party A or Party B for or arising from (i) any failure by either Party A or Party B to perform any of their respective obligations under or in connection with this Agreement or the Transactions, (ii) the collection or enforcement of any such obligations, or (iii) the exercise of any of the rights and remedies of either Party A or Party B under or in connection with this Agreement or the Transactions. Each of Party A and Party B agrees to proceed solely against the other to collect or enforce any such obligations, and the Agent shall have no liability in respect of this Agreement or the Transactions except for its gross negligence or willful misconduct in performing its duties as the agent of Party A.


(f)	Upon written request, the Agent will furnish to Party A and Party B the date and time of the execution of this Agreement and a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with this Agreement or the Transactions.


5.	Notices. Any notice or other communication in respect of this Agreement may be delivered in any manner permitted for notices or communications in respect of the Confirmations to the address or number specified for purposes of notices or communications in respect of the Confirmations.


6.	Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which shall be identical and all of which, taken together, shall constitute one and the same instrument, and each of the parties hereto may execute this Agreement by signing any such counterpart.


7.	Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties hereto.

Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior or contemporaneous written and oral communications with respect thereto. Each of the parties acknowledges that, in entering into this Agreement, it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in this Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Agreement will limit or exclude any liability of a party for fraud.


9.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

10.

Jurisdiction. Each party hereby irrevocably (a) submits to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, New York City in any proceeding arising out of or relating to this Agreement, and to the federal district court located in the Borough of Manhattan, New York City, (b) agrees not to commence any suit, action or proceeding arising out of or relating thereto except in such courts, and (c) waives, to the fullest extent permitted by law, the right to move to dismiss or transfer any action brought in such court on the basis of any objection to personal jurisdiction or venue.

11.

Waiver of Right to Trial by Jury. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement. Each party (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit action or proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the other party have been induced to enter into this Confirmation by, among other things, the mutual waivers and certifications herein.

[Remainder of page intentionally left blank]

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Agreement.

Yours faithfully,

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: Wells Fargo Securities, LLC,

Acting solely in its capacity as its Agent

By: /s/Michael D. Collins

Name: Michael D. Collins

Title: Managing Director

WELLS FARGO SECURITIES, LLC,

as agent for Wells Fargo Bank, National Association

By: /s/Michael D. Collins

Name: Michael D. Collins

Title: Managing Director

Confirmed as of the date first written above:

SCANA CORPORATION

By: /s/Mark R. Cannon

Name: Mark R. Cannon

Title: Treasurer

EX-1.02 3 morganstanleyamendment.htm EXHIBIT 1.02 morganstanleyamendment

Exhibit 1.02

EXECUTION VERSION

August 3, 2012

To: SCANA Corporation

100 SCANA Parkway

Cayce, South Carolina 29033


From:	Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036-8293

From: Morgan Stanley & Co. Incorporated

Solely as Agent of Morgan Stanley & Co. International plc

1585 Broadway

New York, NY 10036-8293

___________________________________________________________________________

Dear Sirs,

The purpose of this letter agreement (this “Agreement”) is to amend the terms and conditions of (i) the transaction (the “Base Forward Transaction”) entered into between Morgan Stanley & Co. International plc (“Party A”), represented by Morgan Stanley & Co. Incorporated (the “Agent”) as its agent, and SCANA Corporation (“Party B”), pursuant to a letter agreement dated as of May 11, 2010, as amended on October 26, 2011 (as so amended, the “Base Forward Confirmation”), and (ii) the transaction (the “Additional Forward Transaction” and, together with the Base Forward Transaction, the “Transactions”) entered into between Party A, represented by the Agent as its agent, and Party B, pursuant to a letter agreement dated as of May 13, 2010, as amended on October 26, 2011 (as so amended, the “Additional Forward Confirmation” and, together with the Base Forward Confirmation, the “Confirmations”). Capitalized terms used herein with respect to any Confirmation or Transaction but not otherwise defined herein shall have the meaning assigned to them in the Confirmation for such Transaction.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1.	Amendments to Confirmations. Effective as of the date hereof, the definition of “Maturity Date” in Section 2 of each Confirmation shall be amended by replacing “December 31, 2012” with “March 4, 2013”.


2.	Representations and Warranties.


(a)	Each of Party A and Party B represents and warrants to, and agrees with, the other party on the date hereof that:


(i)	it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;


(ii)	it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other document relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations

under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;


(iii)	such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;


(iv)	all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;

(v)


(vi)	it is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction that could reasonably be expected to impair materially its ability to perform its obligations under the Transactions as amended hereby; and


(vii)	no Event of Default or Potential Event of Default has occurred and is continuing under either Confirmation and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement.

(b) Party B represents and warrants to, and agrees with, Party A on the date hereof that:


(i)	it (A) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into this Agreement; (B) has consulted with its own legal, financial, accounting and tax advisors in connection with this Agreement; and (C) is entering into this Agreement for a bona fide business purpose;


(ii)	it is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act; and


(iii)	it is not in possession of any material nonpublic information regarding Party B or the Shares.


3.	No Additional Amendments or Waivers. Except as expressly amended hereby, all the terms of the Transactions and provisions in the Confirmations shall remain and continue in full force and effect and are hereby confirmed in all respects.


4.	Matters Relating to Agent.


(a)	As a broker-dealer registered with the U.S. Securities and Exchange Commission, the Agent will be responsible for (i) effecting the Transactions, (ii) issuing all required confirmations and statements to Party A and Party B and (iii) maintaining books and records relating to the Transactions.


(b)	Morgan Stanley & Co. Incorporated shall act as “agent” for Party A and Party B within the meaning of Rule 15a-6 under the Exchange Act in connection with this Agreement and the Transactions.


(c)	The Agent, in its capacity as such, shall have no responsibility or liability (including, without limitation, by way of guarantee, endorsement or otherwise) to Party A or Party B or otherwise in

respect of this Agreement or the Transactions, including, without limitation, in respect of the failure of Party A or Party B to pay or perform under this Agreement or the Confirmations, except for its gross negligence or willful misconduct in performing its duties as Agent hereunder or thereunder.


(d)	Each of Party A and Party B agree to proceed solely against the other to collect or recover any securities or monies owing to Party A or Party B, as the case may be, in connection with or as a result of this Agreement or the Transactions.


(e)	Party A irrevocably appoints the Agent to receive, for it and on its behalf, service of process in any suit, action or proceedings relating to any dispute arising out of or in connection with this Agreement.


5.	Notices. Any notice or other communication in respect of this Agreement may be delivered in any manner permitted for notices or communications in respect of the Confirmations to the address or number specified for purposes of notices or communications in respect of the Confirmations.


6.	Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which shall be identical and all of which, taken together, shall constitute one and the same instrument, and each of the parties hereto may execute this Agreement by signing any such counterpart.


7.	Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties hereto.


9.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

10.

11.

[Remainder of page intentionally left blank]

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Agreement.

Yours faithfully,

MORGAN STANLEY & CO. INTERNATIONAL PLC

By: Morgan Stanley & Co. Incorporated,

Acting solely in its capacity as its Agent

By: /s/Joseba Picaza

Name: Joseba Picaza

Title: Executive Director

MORGAN STANLEY & CO. INCORPORATED,

as agent for Morgan Stanley & Co. International plc

By: /s/Serkan Savasoglu

Name: Serkan Savasoglu

Title: Managing Director

Confirmed as of the date first written above:

SCANA CORPORATION

By: /s/Mark R. Cannon

Name: Mark R. Cannon

Title: Treasurer

EX-1.03 4 ubsamendment.htm EXHIBIT 1.03 UBSamendment

Exhibit 1.03

EXECUTION VERSION

August 3, 2012

To: SCANA Corporation

100 SCANA Parkway

Cayce, South Carolina 29033


From:	UBS AG, London Branch c/o UBS Securities LLC 299 Park Avenue New York, NY 10171

From: UBS Securities LLC

Solely as Agent of UBS AG, London Branch

299 Park Avenue
New York, NY 10171

___________________________________________________________________________

Dear Sirs,

The purpose of this letter agreement (this “Agreement”) is to amend the terms and conditions of (i) the transaction (the “Base Forward Transaction”) entered into between UBS AG, London Branch (“Party A”), represented by UBS Securities LLC (the “Agent”) as its agent, and SCANA Corporation (“Party B”), pursuant to a letter agreement dated as of May 11, 2010, as amended on October 26, 2011 (as so amended, the “Base Forward Confirmation”), and (ii) the transaction (the “Additional Forward Transaction” and, together with the Base Forward Transaction, the “Transactions”) entered into between Party A, represented by the Agent as its agent, and Party B, pursuant to a letter agreement dated as of May 13, 2010, as amended on October 26, 2011 (as so amended, the “Additional Forward Confirmation” and, together with the Base Forward Confirmation, the “Confirmations”). Capitalized terms used herein with respect to any Confirmation or Transaction but not otherwise defined herein shall have the meaning assigned to them in the Confirmation for such Transaction.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1.	Amendments to Confirmations. Effective as of the date hereof, the definition of “Maturity Date” in Section 2 of each Confirmation shall be amended by replacing “December 31, 2012” with “March 4, 2013”.


2.	Representations and Warranties.


(a)	Each of Party A and Party B represents and warrants to, and agrees with, the other party on the date hereof that:


(i)	it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;


(ii)	it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other document relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations

under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;


(iii)	such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;


(iv)	all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;

(v)


(vi)	it is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction that could reasonably be expected to impair materially its ability to perform its obligations under the Transactions as amended hereby; and


(vii)	no Event of Default or Potential Event of Default has occurred and is continuing under either Confirmation and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement.

(b) Party B represents and warrants to, and agrees with, Party A on the date hereof that:


(i)	it (A) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into this Agreement; (B) has consulted with its own legal, financial, accounting and tax advisors in connection with this Agreement; and (C) is entering into this Agreement for a bona fide business purpose;


(ii)	it is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act; and


(iii)	it is not in possession of any material nonpublic information regarding Party B or the Shares.


3.	No Additional Amendments or Waivers. Except as expressly amended hereby, all the terms of the Transactions and provisions in the Confirmations shall remain and continue in full force and effect and are hereby confirmed in all respects.


4.	Matters Relating to Agent.

UBS Securities shall act as the Agent for Party A and Party B within the meaning of Rule 15a-6 under the Exchange Act in connection with the Transactions and this Agreement. Each party agrees and acknowledges that (a) the Agent acts solely as agent on a disclosed basis with respect to the transactions contemplated hereunder, and (b) the Agent has no obligation, by guaranty, endorsement or otherwise, with respect to the obligations of either Party B or Party A hereunder, either with respect to the delivery of cash or Shares, either at the beginning or the end of the transactions contemplated hereby and by the Confirmations. In this regard, each of Party A and Party B acknowledges and agrees to look solely to the other for performance hereunder, and not to the Agent.


5.	Notices. Any notice or other communication in respect of this Agreement may be delivered in any manner permitted for notices or communications in respect of the Confirmations to the address or number specified for purposes of notices or communications in respect of the Confirmations.


6.	Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which shall be identical and all of which, taken together, shall constitute one and the same instrument, and each of the parties hereto may execute this Agreement by signing any such counterpart.


7.	Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties hereto.


9.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

10.

11.

[Remainder of page intentionally left blank]

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Agreement.

Yours faithfully,

UBS AG, LONDON BRANCH

By: UBS Securities, LLC

Acting solely in its capacity as its Agent

By: /s/Hina Mehta

Name: Hina Mehta

Title: Executive Director and Counsel

By: /s/Gordon S. Kiesling

Name: Gordon S. Kiesling

Title: Executive Director and Counsel

UBS SECURITIES, LLC,

as agent for UBS AG, London Branch

By: /s/Jennifer Van Nest

Name: Jennifer Van Nest

Title: Executive Director

By: /s/Shiri Ben-Yishai

Name: Shiri Ben-Yishai

Title: Executive Director

Confirmed as of the date first written above:

SCANA CORPORATION

By: /s/Mark R. Cannon

Name: Mark R. Cannon

Title: Treasurer

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