Service Agreement No. 37800
Control No. 930905-134

FTS SERVICE AGREEMENT

THIS AGREEMENT, made and entered into this 1st day of November, 1993, by
and between COLUMBIA GAS TRANSMISSION CORPORATION ("Seller") and PENNSYLVANIA GAS
& WATER COMPANY ("Buyer")

WITNESSETH: That in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

Section 1. Service to be Rendered. Seller shall perform and Buyer shall
receive service in accordance with the provisions of the effective FTS Rate
Schedule and applicable General Terms and Conditions of Seller's FERC Gas Tariff,
Second Revised Volume No. 1 (Tariff), on file with the Federal Energy Regulatory
Commission (Commission), as the same may be amended or superseded in accordance
with the rules and regulations of the Commission. The maximum obligation of
Seller to deliver gas hereunder to or for Buyer, the designation of the points
of delivery at which Seller shall deliver or cause gas to be delivered to or for
Buyer, and the points of receipt at which Buyer shall deliver or cause gas to be
delivered, are specified in Appendix A, as the same may be amended from time to
time by agreement between Buyer and Seller, or in accordance with the rules and
regulations of the Commission. Service hereunder shall be provided subject to
the provisions of Part 284.102 of Subpart B of the Commission's regulations.
Buyer warrants that service hereunder is being provided on behalf of PENNSYLVANIA
GAS & WATER COMPANY, a local distribution company.

Section 2. Term. Service under this Agreement shall commence as of
November 1, 1993, and shall continue in full force and effect until October 31,
2004 and from year-to-year thereafter unless terminated by either party upon six
(6) months' written notice to the other prior to the end of the initial term
granted or any anniversary date thereafter. Pre-granted abandonment shall apply
upon termination of this Agreement, subject to any right of first refusal Buyer
may have under the Commission's regulations and Seller's Tariff.

Section 3. Rates. Buyer shall pay Seller the charges and furnish
Retainage as described in the above-referenced Rate Schedule, unless otherwise
agreed to by the parties in writing and specified as an amendment to this Service
Agreement.

Section 4. Notices. Notices to Seller under this Agreement shall be
addressed to it at Post Office Box 1273, Charleston, West Virginia 25325-1273,
Attention: Director, Transportation and Exchange and notices to Buyer shall
be addressed to it at 39 Public Square, Wilkes-Barre, PA 18711, Attention:
Mr. William H. Eckert, until changed by either party by written notice.

Service Agreement No. 37800
Control No. 930905-134

FTS SERVICE AGREEMENT (Cont'd)

Section 5. Prior Service Agreements. This Agreement is being entered into
by the parties hereto pursuant to the Commission's Order No. 636 and its order
dated July 14, 1993 and September 29, 1993, with respect to Seller's Order No.
636 compliance filing and relates to the following existing Service Agreements:

FTS Service Agreement No. 34554, effective November 1, 1989, as it may
have been amended, providing for transportation service under the FTS Rate
Schedule.

CDS Service Agreement No. 36077, effective November 1, 1989, as it may
have been amended, providing for a bundled sales, transportation and
storage service under the CDS Rate Schedule.

The terms of Service Agreement No. 37800 shall become effective as of the
effective date hereof, however, the parties agree that neither the execution nor
the performance of Service Agreement 37800 shall prejudice any recoupment or
other rights that Buyer may have under or with respect to the above-referenced
Service Agreements.

PENNSYLVANIA GAS & WATER COMPANY COLUMBIA GAS TRANSMISSION CORPORATION

By /s/ Joseph F. Perugino By /s/ George E. Shriver
Title Vice President Title Dir. of Transp. & Exchange

Revision No.
Appendix A to Service Agreement No. Control No. 1993-09-~,5 - O1 3 4
Under Rate Schedule FTS
Between (Seller) COLUMBIA GAS TRANSMISSION CORPORATION
and (Buyer) PENNSYLVANIA GAS & WATER CO

Transportation Demand 11,346 Dth/day

Primary Receipt Points

Scheduling Scheduling Measuring Measuring Maximum Daily
Point No. Point Name Point No. Point Name Quantity (Dth/Day)

A05 DELMONT AGG POINT A05 2,043

801 TCO-LEACH 801 9,303

Revision No.
ControlNo. 1993-09-U6 - 0134

Appendix A to Service Agreement No.
Under Rate Schedule FTS
Between (Seller) COLUMBIA GAS TRANSMISSION CORPORATION
and (Buyer) PENNSYLVANIA GAS L WATER CO

Primary Delivery Points

Maximum Daily
Scheduling Scheduling Measuring Measuring Delivery Obligation
Point No. Point Name Point No. Point Name (Dth/Day)

57 PA GAS WTR OP-08 57 5,531

57E PA GAS WTR OP-04 57E 11,346

Revision No.
Control No. 1993-09-05 - 0134
Appendix A to Service Agreement No.
Under Rate Schedule FTS
Between (Seller) COLUMBIA GAS TRANSMISSION CORPORATION
and (Buyer) PENNSYLVANIA GAS & WATER CO

GFNT / ALL GAS SHALL BE DELIVERED AT EXISTING POINTS OF INTERCONNECTION WITHIN
THE MDDO'S IN SELLER'S CURRENTLY EFFECTIVE SST SERVICE AGREEMENT WITH
BUYER, WHICH FOR SUCH POINTS SET FORTH ARE INCORPORATED HEREIN BY
REFERENCE.

Revision No.
Control No. 1993-09-05 - 0134
Appendix A to Service Agreement No.

Undar Rata Schedula FTS

Between (Seller) COLUMBIA GAS TRANSMISSION CORPORATION

and (Buyer PENNSYLVANIA GAS & WATER CO

The Master List of Interconnects (MLI) as defined in Section 1 of the General Terms and Conditions of Sellers Tariff is
incorporated herein by reference for the purposes of listing valid secondary interruptible receipt points and
delivery points.

Service changes pursuant to this Appendix A shall become effective as of NOVEMBER 01, 1993 . This Appendix A shall cancel
and supersede the previous Appendix A effective as of N/A, to the Service Agreement referenced above. With the
exception of this Appendix A, all other terms and conditions of said Service Agreement shall remain in full force
and effect.

PENNSYLVANIA GAS & WATER CO

By /s/ Joseph F. Perugino
Its Vice President

Date November 15, 1993

COLUMBIA GAS TRANSMISSION CORP0RATI0N

By /s/ George E. Shriver
Its Dir. of Transp. & Exchange
Date November 18, 1993