
                                                                     EXHIBIT C-1

                            Form of Service Agreement

     This Service  Agreement  (this  "Agreement") is entered into as of the ____
day of  __________,  by and between  [insert name of  subsidiary],  a __________
corporation  (the  "Company")  and  SCANA  Service  Company,  a  South  Carolina
corporation ("SCANA Service").

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

     WHEREAS,  SCANA  Service  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 Service;

     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   Service   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 Service.

     II.  PERSONNEL.  SCANA  Service  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 Service, 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 Service provides and will provide such services at cost.  Exhibit I hereof
contains rules for determining and allocating such costs.

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         IV. [TO BE INCLUDED IN CONTRACT WITH PSNC ONLY]  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 Service  acknowledge  that as a result of the agreements
contained in Sections  IV(A)(1) and (A)(3),  PSNC will not accept  services from
SCANA Service 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.

     V. TERMINATION AND  MODIFICATION.  The Company may terminate this Agreement
by providing 60 days written notice of such termination to SCANA Service.  SCANA
Service 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  [For contract with PSNC only:  and any subsequent  modifications
thereof].

     VI. SERVICE REQUESTS.  The Company and SCANA Service will prepare a Service
Request on or before  _____________ of each year listing services to be provided
to the  Company by SCANA  Service 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 Service may  supplement the Service
Request during the year to reflect any  additional or special  services that the
Company  wishes to obtain  from SCANA  Service,  and the  arrangements  relating
thereto.

     VII. BILLING AND PAYMENT.  Unless otherwise set forth in a Service Request,
payment for services  provided by SCANA Service shall be by making remittance of
the amount billed or by making  appropriate  accounting  entries on the books of
the Company and SCANA Service. 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.

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     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:

                           ====================
                           ====================

                  2.       To SCANA Service:

                           ====================
                           ====================

     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 Agreement
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.

     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.


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         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of this ________ day of _________.

                                       SCANA SERVICE COMPANY


                                       By:      _____________________________
                                                Name:
                                                Title:

                                       [Subsidiary]


                                       By:
                                                Name:
                                                Title:


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                                                                          Page 1


                                    EXHIBIT I

           Description of Services, Cost Accumulation, Assignment and
                          Allocation Methodologies for

                              SCANA Service Company

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

Cost of Services Performed

     SCANA  Service  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  Service   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 Service 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.


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                                                                          Page 2


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.

          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


<PAGE>


                                                                          Page 3


     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 Service, 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.


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                                                                          Page 4


          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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                                                                          Page 1


                                                                      EXHIBIT II

                         FORM OF INITIAL SERVICE REQUEST

     The undersigned requests all of the services listed in Exhibit I from SCANA
Service  Company,   except  for   _______________________________________.   The
services  requested  hereunder shall commence on  _____________  and be provided
through ________________.

                                      [Subsidiary]


                                      By:      ______________________________
                                               Name:
                                               Title:

