SERVICE AGREEMENT
         between
         TRANSCONTINENTAL GAS PIPE LINE CORPORATION
         and
         PENNSYLVANIA GAS & WATER



         SERVICE AGREEMENT UNDER RATE SCHEDULE LSS
           
         THIS AGREEMENT entered into this first day of October, 1993, by and between
         TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation, hereinafter
         referred to as "Seller", first party, and PENNSYLVANIA GAS & WATER, a
         Pennsylvania corporation, hereinafter referred to as "Buyer", second party,
         
         W I T N E S S E T H:
         
         WHEREAS, Buyer desires to purchase and Seller desires to sell natural gas
         storage service under Seller's Rate Schedule LSS as set forth herein; and
         
         WHEREAS, Seller and Penn York Energy Corporation ("Penn York") entered into
         an agreement dated October 3, 1984 providing for underground natural gas storage
         service by Penn York for Seller; and
         
         WHEREAS, Seller and Consolidated Natural Gas Transmission Corporation
         ("CNG") are extending the term of the agreement providing for underground natural
         gas storage service by CNG for Seller; and
         
         WHEREAS, pursuant to the terms of the Joint Stipulation approved by the
         Commission's Order dated July 16, 1993 in Docket Nos. RS92-86-003, RP92-108-000,
         and RP92-137-000 which amended Seller's certificate in Docket No. CP84-335,
         Seller and Buyer agree to a twenty year contract term extension;
         
         NOW THEREFORE, Seller and Buyer agree as follows:
         
         ARTICLE I
         SERVICE TO BE RENDERED
         
         Subject to the terms and provisions of this agreement and of Seller's Rate
         Schedule LSS, Seller agrees to receive from Buyer for storage, inject into
         storage for Buyer's account, store, withdraw from storage (or cause to be
         injected into storage for Buyer's account, stored, and withdrawn from storage)
         and deliver to Buyer, quantities of natural gas (less fuel allowance) as follows:
         
         To withdraw from storage or cause to be withdrawn from storage,
         transport and deliver to Buyer at the delivery points set forth below, the
         gas stored for Buyer's account up to a maximum quantity in any day of
         (a)   7,518 dt, for the period October 1, 1993 through March 31,
         1994, and
         (b)   5,169 dt, for the period April 1, 1994 through March 31, 2013,
         which quantity shall be Buyer's Storage Demand.
         
         To receive and store or cause to be stored up to a total quantity at
         any one time of
         (a)   827,053 dt, for the period October l, 1993 through March 31,
         1994, and
         (b)   551,369 dt, for the period April 1, 1994 through March 31,
         2013,
         which quantity shall be Buyer's Storage Capacity Quantity.
         
         ARTICLE II
         POINT OF DELIVERY
         
         The Point or Points of Delivery for all natural gas delivered by Seller to
         Buyer under this agreement shall be at or near:

         
         SERVICE AGREEMENT UNDER RATE SCHEDULE LSS
         (Continued)
         
         ARTICLE II
         POINT OF DELIVERY
         (Continued)
         
         (1) Dallas Meter Station, located at the intersection of State Route #115 and
         Leidy Line on south side of road adjacent to Natona Mills--western edge of
         Dallas, Luzerne County, Pennsylvania.
         
         (2) Saylor Meter Station, located at junction of Saylor Avenue and Transco
         Pipeline, Plains Township, Luzerne County, Pennsylvania.
         
         (3) Wyoming Monument Meter Station, located on Seller's Leidy Line near
         Wyoming, Luzerne County, Pennsylvania.
         
         (4) Muncy Meter Station, located at a point of connection of Seller's Leidy
         Line and Buyer's facilities near Muncy, Lycoming County, Pennsylvania.
         
         (5) Old Lycoming Meter Station, located at a point of connection of Seller's
         Leidy Line and Buyer's facilities near the intersection of Legislative
         Route No. 41033 and Route 410 in Lycoming County, Pennsylvania.
         
         (6) Shickshinny Meter Station, located at a point of connection on Seller's
         Leidy Line and Buyer's facilities near Salem Township, Luzerne County,
         Pennsylvania.
         
         ARTICLE III
         DELIVERY PRESSURE
         
         Seller shall deliver natural gas to Buyer at the Point(s) of Delivery at
         a pressure(s) of: not less than fifty (50) pounds per square inch gauge, or at
         such other pressures as may be agreed upon in the day-to-day operations of Buyer
         and Seller.
         
         ARTICLE IV
         TERM OF AGREEMENT
         
         This agreement shall be effective October 1, 1993 and shall remain in force
         and effect until April 1, 2013.
         
         ARTICLE V
         RATE SCHEDULE AND PRICE
         
         Buyer shall pay Seller for natural gas service rendered hereunder in
         accordance with Seller's Rate Schedule LSS and the applicable provisions of the
         General Terms and Conditions of Seller's FERC Gas Tariff as filed with the
         Federal Energy Regulatory Commission, and as the same may be amended or
         superseded from time to time at the initiative of either party. Such rate
         schedule and General Terms and Conditions are by this reference made a part
         hereof.

         SERVICE AGREEMENT UNDER RATE SCHEDULE LSS
         (Continued)
         
         ARTICLE VI
         MISCELLANEOUS
         
         1. The subject headings of the Articles of this agreement are inserted
         for the purpose of convenient reference and are not intended to be a part of this
         agreement nor to be considered in any interpretation of the same.
         
         2. This agreement supersedes and cancels as of the effective date hereof
         the following contract:
         
         Service Agreement dated October 31, 1984.
         
         3. No waiver by either party of any one or more defaults by the other
         in the performance of any provisions of this agreement shall operate or be
         construed as a waiver of any future default or defaults, whether of a like or
         different character.
         
         4. This agreement shall be interpreted, performed and enforced in
         accordance with the laws of the State of Pennsylvania.
         
         5. This agreement shall be binding upon, and inure to the benefit of the
         parties hereto and their respective successors and assigns.
         
         IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
         signed by their respective Presidents or Vice Presidents thereunto duly
         authorized and have caused their respective corporate seals to be hereunto
         affixed and attested by their respective Secretaries or Assistant Secretaries the
         day and year above written.
         
         ATTEST:                   TRANSCONTINENTAL GAS PIPE LINE
                                             CORPORATION
         
         [SEAL]
         /s/ Grace L. Hughes       By   /s/ Thomas E. Skains (seller)
             Asst., Secretary              Senior Vice President
                                        Transportation and Customer
                                                  Services
         
         ATTEST:                   PENNSYLVANIA GAS & WATER
         
         /s/ Sandra M. Stefanowicz By /s/ Joseph Perugino (Buyer)
               Asst Secretary              Vice President
                                       Marketing & Gas Supply