PUBLIC SERVICE CO OF NORTH CAROLINA INC
SERVICE AGREEMENT
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<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>SERVICE AGREEMENT
<TEXT>




Exhibit 10.06

                                Service Agreement


         This Service Agreement (this "Agreement") is entered into as of the 1st
day of April,  2000, by and between  Public Service  Company of North  Carolina,
Inc., a South Carolina  corporation (the "Company") and SCANA Services,  Inc., a
South Carolina corporation ("SCANA Services").

         WHEREAS, SCANA Services is a direct or indirect wholly owned subsidiary
of SCANA Corporation;

         WHEREAS,  SCANA  Services  has been formed for the purpose of providing
administrative,   management  and  other  services  to   subsidiaries  of  SCANA
Corporation; and

         WHEREAS, the Company believes that it is in the interest of the Company
to provide for an arrangement  whereby the Company may, from time to time and at
the option of the Company, agree to purchase such administrative, management and
other services from SCANA Services;

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and other valuable  consideration,  the receipt and  sufficiency of which
are hereby  acknowledged,  the parties  hereto,  intending to be legally  bound,
hereby agree as follows:

         I.  SERVICES.   SCANA  Services  supplies,  or  will  supply,   certain
administrative,  management  or  other  services  to  Company  similar  to those
supplied to other subsidiaries of SCANA Corporation.  Such services are and will
be provided to the Company only at the request of the Company.  Exhibit I hereto
lists and describes all of the services that are available from SCANA Services.

         II.  PERSONNEL.  SCANA Services provides and will provide such services
by utilizing the services of their executives,  accountants, financial advisers,
technical   advisers,   attorneys   and  other   persons   with  the   necessary
qualifications.

         If necessary,  SCANA Services, after consultation with the Company, may
also  arrange  for  the  services  of  nonaffiliated  experts,  consultants  and
attorneys in connection  with the  performance  of any of the services  supplied
under this Agreement.

         III. COMPENSATION AND ALLOCATION. As and to the extent required by law,
SCANA Services provides and will provide such services at cost. Exhibit I hereof
contains rules for determining and allocating such costs.

         IV.  NORTH CAROLINA PROVISIONS.

                  (A) PSNC hereby agrees that:

                           (1) it will not  incur a charge  hereunder  except in
accordance with North Carolina law and the rules, regulations and orders of the
North Carolina Utilities Commission (the "NCUC") promulgated thereunder;

                           (2) it will not seek to reflect in rates any cost
incurred  hereunder to the extent  disallowed by the NCUC; and

                           (3) it will not incur a charge  hereunder  except for
charges  determined in accordance with Rules 90 and 91 of the Act.

                  (B) PSNC and SCANA  Services  acknowledge  that as a result of
the agreements  contained in Sections IV(A)(1) and (A)(3),  PSNC will not accept
services  from SCANA  Services  if the cost to be charged for such  service,  as
calculated  pursuant to Rules 90 and 91 of the Act,  differs  from the amount of
charges  PSNC is  permitted  to incur  under North  Carolina  law and the rules,
regulations and orders of the NCUC promulgated thereunder.


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         V.  TERMINATION  AND  MODIFICATION.  The  Company  may  terminate  this
Agreement  by  providing 60 days  written  notice of such  termination  to SCANA
Services.  SCANA  Services  may  terminate  this  Agreement by providing 60 days
written notice of such termination to the Company.

         This Agreement is subject to termination or modification at any time to
the  extent its  performance  may  conflict  with the  provisions  of the Public
Utility Holding Company Act of 1935, as amended, or with any rule, regulation or
order of the  Securities  and Exchange  Commission  adopted  before or after the
making of this Agreement. This Agreement shall be subject to the approval of any
state  commission or other state  regulatory body whose approval is, by the laws
of said  state,  a legal  prerequisite  to the  execution  and  delivery  or the
performance of this Agreement.

         VI.  SERVICE  REQUESTS.  The Company and SCANA  Services will prepare a
Service  Request  on or  before  April 1 of each  year  listing  services  to be
provided to the Company by SCANA Services and any special  arrangements  related
to the  provision  of such  services  for the  coming  year,  based on  services
provided during the past year. The Company and SCANA Services may supplement the
Service  Request during the year to reflect any  additional or special  services
that the Company  wishes to obtain  from SCANA  Services,  and the  arrangements
relating thereto.

         VII.  BILLING  AND  PAYMENT.  Unless  otherwise  set forth in a Service
Request,  payment for  services  provided by SCANA  Services  shall be by making
remittance of the amount billed or by making  appropriate  accounting entries on
the books of the Company and SCANA  Services.  Billing will be made on a monthly
basis,  with the bill to be rendered by the 25th of the month, and remittance or
accounting entries completed within 30 days of billing.

         VIII. NOTICE.  Where written notice is required by this Agreement,  all
notices, consents,  certificates,  or other communications hereunder shall be in
writing and shall be deemed  given when mailed by United  States  registered  or
certified mail, postage prepaid, return receipt requested, addressed as follows:

                  1.       To the Company:

                           H. Thomas Arthur
                           General Counsel
                           SCANA Corporation
                           1426 Main Street
                           Columbia, SC  29201

                  2.       To SCANA Services:

                           H. Thomas Arthur
                           General Counsel
                           SCANA Corporation
                           1426 Main Street
                           Columbia, SC  29201

         IX. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of South Carolina, without regard to their
conflict of laws provisions.

         X.  MODIFICATION.  No amendment,  change or modification of this Agree-
ment shall be valid, unless made in writing and signed by all parties hereto.

         XI.  ENTIRE  AGREEMENT.  This  Agreement,  together  with its exhibits,
constitutes the entire  understanding  and agreement of the parties with respect
to its subject matter, and effective upon the execution of this Agreement by the
respective   parties  hereof  and  thereto,   any  and  all  prior   agreements,
understandings or representations with respect to this subject matter are hereby
terminated and canceled in their entirety and are of no further force or effect.

         XII. WAIVER. No waiver by any party hereto of a breach of any provision
of this  Agreement  shall  constitute a waiver of any  preceding  or  succeeding
breach of the same or any other provision hereof.


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         XIII.  ASSIGNMENT.  This Agreement shall inure to the benefit and shall
be binding upon the parties and their  respective  successors  and  assigns.  No
assignment of this  Agreement or any party's  rights,  interests or  obligations
hereunder  may be made  without the other  party's  consent,  which shall not be
unreasonably withheld, delayed or conditioned.

         XIV.  SEVERABILITY.  If any provision or  provisions of this  Agreement
shall be held by a court of competent  jurisdiction to be invalid,  illegal,  or
unenforceable,  the  validity,  legality,  and  enforceability  of the remaining
provisions shall in no way be affected or impaired thereby.

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of this 9th day of May 2000.

                            SCANA SERVICES, INC.


                            By:      s/Kevin B. Marsh
                            Name:    Kevin B. Marsh
                            Title:   Senior Vice President and Chief
                                      Financial Officer

                            PUBLIC SERVICE COMPANY OF
                            NORTH CAROLINA, INC.

                            By:      s/H. Thomas Arthur
                            Name:    H. Thomas Arthur
                            Title:   Senior Vice President and General Counsel


<PAGE>



EXHIBIT I



           Description of Services, Cost Accumulation, Assignment and
                          Allocation Methodologies for
                              SCANA Services, Inc.

         This document sets forth the methodologies used to accumulate the costs
of services  performed by SCANA Services,  Inc. ("SCANA Services") and to assign
or allocate  such costs to other  subsidiaries  and business  units within SCANA
Corporation ("Client Entities").

Cost of Services Performed

         SCANA Services  maintains an accounting system that enables costs to be
identified by Cost Center,  Account Number or Project,  Activity,  Resource, and
Event ("Account  Codes").  The primary inputs to the accounting  system are time
records  of  hours  worked  by  SCANA  Services   employees,   accounts  payable
transactions and journal  entries.  Charges for labor are made at the employees'
effective hourly rate,  including the cost of pensions,  other employee benefits
and payroll  taxes.  To the extent  practicable,  costs of services are directly
assigned to the applicable  Account Codes.  The full cost of providing  services
also  includes   certain   indirect   costs,   e.g.,   departmental   overheads,
administrative and general costs, and taxes.  Indirect costs are associated with
the services  performed in  proportion  to the  directly  assigned  costs of the
services or other relevant cost allocators.

Cost Assignment and Allocation

         SCANA  Services  costs  will  be  directly  assigned,   distributed  or
allocated to Client Entities in the manner prescribed below.

              1. Costs  accumulated  in Account Codes for services  specifically
     performed for a single  Client Entity will be directly  assigned or charged
     to such Client Entity.

              2. Costs  accumulated  in Account Codes for services  specifically
     performed  for two or more Client  Entities will be  distributed  among and
     charged to such Client Entities using methods  determined on a case-by-case
     basis  consistent with the nature of the work performed and based on one of
     the allocation methods described below.

              3. Costs  accumulated  in Account  Codes for services of a general
     nature which are applicable to all Client Entities or to a class or classes
     of Client  Entities  will be  allocated  among and  charged to such  Client
     Entities by application of one or more of the allocation  methods described
     below.

Allocation Methods

     The following  methods will be applied,  as indicated in the Description of
Services  section  that  follows,  to allocate  costs for  services of a general
nature.

              1.  Information  Systems  Chargeback  Rates - Rates for  services,
     including but not limited to Software,  Consulting,  Mainframe, Midtier and
     Network Connectivity  Services,  are based on the costs of labor, materials
     and  Information  Services  overheads  related  to the  provision  of  each
     service.  Such rates are applied based on the specific  equipment  employed
     and the measured usage of services by Client Entities.  These rates will be
     determined  annually based on actual experience and may be adjusted for any
     known  and  reasonably  quantifiable  events,  or at  such  time  as may be
     required due to significant changes.

              2. Margin Revenue Ratio - "Margin" is equal to the excess of sales
     revenues  over  the  applicable  cost of  sales,  i.e.,  cost  of fuel  for
     generation  and gas for resale.  The numerator is equal to margin  revenues
     for a specific  Client Entity and the  denominator is equal to the combined
     margin revenues of all the applicable  Client Entities.  This ratio will be
     evaluated  annually  based on actual results of operations for the previous
     calendar year and may be adjusted for any known and reasonably quantifiable
     events,  or at such time,  based on results of operations  for a subsequent
     twelve-month period, as may be required due to significant changes.


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              3.  Number of  Customers  Ratio - A ratio  based on the  number of
     retail  electric  and/or  gas  customers.  This  ratio  will be  determined
     annually based on the actual number of customers at the end of the previous
     calendar year and may be adjusted for any known and reasonably quantifiable
     events, or at such time as may be required due to significant changes.

              4.  Number of  Employees  Ratio - A ratio  based on the  number of
     employees benefitting from the performance of a service. This ratio will be
     determined  annually based on actual counts of applicable  employees at the
     end of the  previous  calendar  year and may be adjusted  for any known and
     reasonably  quantifiable  events, or at such time as may be required due to
     significant changes.

              5. Three-Factor Formula - This formula will be determined annually
     based on the average of gross property  (original cost of plant in service,
     excluding  depreciation),  payroll charges  (salaries and wages,  including
     overtime, shift premium and holiday pay, but not including pension, benefit
     and  company-paid  payroll  taxes) and gross  revenues  during the previous
     calendar year and may be adjusted for any known and reasonably quantifiable
     events, or at such time as may be required due to significant changes.

              6.  Telecommunications   Chargeback  Rates  -  Rates  for  use  of
     telecommunications  services  other than those  encompassed  by Information
     Systems  Chargeback  Rates  are  based on the  costs of  labor,  materials,
     outside services and Telecommunications  overheads.  Such rates are applied
     based  on the  specific  equipment  employment  and the  measured  usage of
     services by Client Entities.  These rates will be determined annually based
     on actual  experience  and may be  adjusted  for any  known and  reasonably
     quantifiable  events, or at such time as may be required due to significant
     changes.

              7.  Gas  Sales  Ratio - A ratio  based  on the  actual  number  of
     dekatherms  of  natural  gas sold by the  applicable  gas  distribution  or
     marketing  operations.  This ratio  will be  determined  annually  based on
     actual  results of  operations  for the previous  calendar  year and may be
     adjusted for any known and reasonably quantifiable events, or at such time,
     based on results of operations for a subsequent twelve-month period, as may
     be required due to significant changes.

Description of Services

     A description of each of the services  performed by SCANA  Services,  which
may be modified from time to time, is presented below. As discussed above, where
identifiable, costs will be directly assigned or distributed to Client Entities.
For costs  accumulated  in Account  Codes  which are for  services  of a general
nature that cannot be directly assigned or distributed, the method or methods of
allocation  are also  set  forth.  Substitution  or  changes  may be made in the
methods of allocation hereinafter specified, as may be appropriate,  and will be
provided to state regulatory agencies and to each affected Client Entity.

              1.  Information   Systems  Services  -  Provides  electronic  data
     processing  services.  Costs of a general  nature are  allocated  using the
     Information Systems Chargeback Rates.

              2.  Customer  Services -  Provides  billing,  mailing,  remittance
     processing,  call center and customer  communication  services for electric
     and gas customers. Costs of a general nature are allocated using the Margin
     Revenue Ratio.

              3.  Marketing  and  Sales  -  Establishing  strategies,   provides
     oversight for marketing, sales and branding of utility and related services
     and conducts  marketing and sales  programs.  Costs of a general nature are
     allocated using the Number of Customers Ratio.

              4. Employee  Services - Includes Human Resources which establishes
     and administers  policies and oversees  compliance with  regulations in the
     areas of  employment,  compensation  and  benefits,  processes  payroll and
     administers  corporate  training.  Also includes  employee  communications,
     facilities  management  and mail  services.  Costs of a general  nature are
     allocated using the Number of Employees Ratio.

              5.  Corporate  Compliance  -  Oversees  compliance  with all laws,
     regulations  and  policies   applicable  to  all  of  SCANA   Corporation's
     businesses  and directs  compliance  training.  Costs of general nature are
     allocated using the Number of Employees Ratio.

              6. Purchasing - Provides procurement services.  Costs of a general
     nature are allocated using the Three-Factor Formula.

              7.  Financial  Services  -  Provides  treasury,  accounting,  tax,
     financial planning, rate and auditing services services. Costs of a general
     nature are allocated using the Three-Factor Formula.

              8.  Risk  Management  -  Provides  insurance,   claims,  security,
     environmental and safety services.  Costs of a general nature are allocated
     using the Three-Factor Formula.

              9. Public Affairs - Maintains relationships with government policy
     makers,  conducts  lobbying  activities  and provides  community  relations
     functions.  Costs of a general nature are allocated using the  Three-Factor
     Formula.

              10. Legal  Services - Provides  various legal services and general
     legal  oversight;  handles claims.  Costs of a general nature are allocated
     using the Three-Factor Formula.

              11.  Investor   Relations  -  Maintains   relationships  with  the
     financial community and provides shareholder  services.  Costs of a general
     nature are allocated using the Three-Factor Formula.

              12.  Telecommunications  - Provides  telecommunications  services,
     primarily the use of telephone  equipment.  Costs are  allocated  using the
     Telecommunications Chargeback Rates.

              13. Gas Supply and  Capacity  Management - Provides gas supply and
     capacity management services. Costs of a general nature are allocated using
     the Gas Sales Ratio.

              14.  Strategic  Planning  -  Develops  corporate   strategies  and
     business  plans.  Costs  of  a  general  nature  are  allocated  using  the
     Three-Factor Formula.

              15.  Executive - Provides  executive  and  general  administrative
     services.  Costs of a general nature are allocated  using the  Three-Factor
     Formula.



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EXHIBIT II

                         FORM OF INITIAL SERVICE REQUEST


                  The undersigned requests all of the services listed in Exhibit
I from SCANA Services Company.  The services requested  hereunder shall commence
on April 1, 2000 and be provided through March 31, 2001.



                           PUBLIC SERVICE COMPANY OF
                           NORTH CAROLINA


                           By:       s/H. Thomas Arthur
                           Name:  H. Thomas Arthur
                           Title:    Senior Vice President and General Counsel


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