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                                                                  Exhibit 10(hh)

                                  AMENDMENT TO
                            EMPLOYMENT AND SEVERANCE
                                   AGREEMENTS

         This Agreement dated October 4, 1999 between Fall River Gas Company
(the "Company") and Peter H. Thanas (the "Executive") shall be effective upon
the consummation of the merger (the "Merger") of the Company into Southern Union
Company ("SUG").

                                    RECITALS

         Whereas, the Executive and the Company are parties to an employment
agreement entered into as of September 30, 1991 and amended as of January 1,
1999, (the "Employment Agreement") and a Severance Agreement dated as of January
1, 1999 (the "Severance Agreement"); and

         Whereas, the Company desires to assure the continued service of
Executive following the Merger, and Executive is desirous of committing himself
to such service; and

         Whereas, the Executive and the Company desire to amend certain
provisions of the Employment Agreement and the Severance Agreement effective
upon consummation of the Merger;

                                   AGREEMENTS

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which is acknowledged by the Company and the Executive, the Company and the
Executive hereby agree as follows:

         1. Section 2 of the Employment Agreement shall be amended to read in
its entirety as follows:

            "Executive's title and duties shall be those of a division chief
         financial officer of SUG. Executive agrees that his duties as described
         in this paragraph shall not constitute "Good Reason" under the
         Severance Agreement. The Executive shall perform his duties hereunder
         faithfully and to the best of his abilities and in furtherance of the
         business of the Company and shall devote his full business time,
         energy, attention and skill to the business of the Company and to the
         promotion of its interests."

         2. Section 3 of the Employment Agreement shall be amended to read in
its entirety as follows:

            "The term of the Executive's employment hereunder shall be for a
         three-year period beginning on the date of consummation of the Merger."

         3. Section 4 of the Employment Agreement shall be amended to read its
entirety as follows:

            "The Company agrees to pay and the Executive agrees to accept, in
         accordance with the provisions contained herein, as compensation for
         performance of his duties and obligations to the Company hereunder, a
         salary at an annual rate as established by the Executive Committee of
         the Board of Directors of the Company from time to time, but in no
         event less than the annual rate in effect for the then immediately
         preceding twelve-month period."

         4. Section 5 of the Employment Agreement is amended by adding the
following as a new paragraph (b) thereof:


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            "(b) In addition to the foregoing, the Executive shall be paid a
         cash bonus of $38,888.89 for each full month of the eighteen months
         following consummation of the Merger ($700,000 in the aggregate) during
         which the Executive shall remain in the employment of the Company. In
         the event that Executive's employment is terminated by Executive or the
         Company for any reason during the 36-month period following
         consummation of the Merger, the Company may set off against any
         payments due Executive under the Severance Agreement one hundred
         percent (100%) of the cash bonuses received by Executive under this
         subsection. Amounts paid under this subsection or under the Severance
         Agreement shall not be taken into account (i) as wages for purposes of
         the Medicare Tax Reimbursement and related Gross-Up Payment under
         subsection 7(f) of the Employment Agreement, or (ii) as compensation
         for purposes of any pension or other benefit plan or program."

         5. Subsection 7(a) of the Employment Agreement shall be amended by
replacing the term "Company" with the term "Division' in each place it appears,
and by adding the following to the end of such subsection:

            "For this purpose, the term 'Division' shall mean the Fall River Gas
         Company Division of SUG. In addition, the Executive shall be eligible
         to participate in the Southern Union Company Supplemental Deferred
         Compensation Plan and shall be eligible to be granted awards under the
         Southern Union 1992 Long Term Stock Incentive Plan, as amended, in the
         discretion of the committee administering such plan, in each case in
         accordance with the terms and conditions of the respective plan."

         6. Subsection 7(f) of the Employment Agreement shall be amended to read
in its entirety as follows:

            "For a period commencing with the month in which termination of
         employment for other than Cause shall have occurred, and ending upon
         the later of the date of the Executive's or the Executive's spouse's
         death, or such earlier date as the Executive becomes covered by another
         employer's group health plan, the Executive, his spouse, and any
         eligible dependents (to the extent they continue to be eligible) shall
         continue to be entitled to receive all health and dental care benefits
         provided from time to time to active employees of the Fall River Gas
         Company Division of SUG, at no cost to the Executive. Benefits under
         this subsection shall be provided either under this Agreement or the
         Severance Agreement, but not both."

         7. Section 9 of the Employment Agreement shall be amended by adding the
following to the end thereof:

            "Notwithstanding the foregoing provisions of this Section 9, in the
         event Executive's employment is terminated (by Executive or the
         company) for any reason within 36 months following consummation of the
         Merger, Executive shall be entitled to receive either (but not both)
         of:

                (i) the benefits he is entitled to under the Severance Agreement
            (offset by the amount of the bonus payments received under
            subsection 5(b) of the Employment Agreement); or


                (ii) the benefits he is entitled to under Section 9 of the
            Employment Agreement.

            As a condition to receiving payments under the Severance Agreement
         or Section 9 of the Employment Agreement, the Executive shall execute
         SUG's standard form of waiver and release of all claims."

         8. The last sentence of Section 15 of the Employment Agreement shall be
amended to read as


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follows:

            "The Parties further agree that all arbitration costs and expenses,
         including attorneys'fees for counsel representing the Executive and
         counsel representing the Company, shall be paid by the Company, except
         that attorneys' fees for counsel representing the Executive shall not
         be paid by the Company in the event the Arbitrator determines that the
         employment of the Executive hereunder was properly terminated for Cause
         or that Executive's material claim is, or claims are, frivolous or
         without merit, in which event the Executive shall bear all such fees,
         costs and expenses."

         9. Section 3(c) of the Severance Agreement shall be amended to read in
its entirety as follows:

            "For a period commencing with the month in which termination of
         employment as described as described in paragraph 3 hereof shall have
         occurred, and ending upon the later of the date of the Executive's
         spouse's death, or such earlier date as the Executive becomes covered
         by another employer's group health plan, the Executive, his spouse, and
         any eligible dependents (to the extent they continue to be eligible)
         shall continue to be entitled to receive all health and dental care
         benefits provided from time to time to active employees of the Fall
         River Gas Company Division of SUG, at no cost to the Executive.
         Benefits under this subsection shall be provided either under this
         Agreement or the Employment Agreement, but not both."

         10. Section 3 of the Severance Agreement shall be amended by adding a
new subparagraph (d) to the end thereof, which shall read as follows:

            "(d) Any payments due to the Executive under this Severance
         Agreement shall be reduced by the amount of any bonus payments made to
         the Executive under subsection 5(b) of the Employment Agreement (as
         amended by the Amendment to Employment and Severance Agreements dated
         October 4, 1999). As a condition to receiving payments under this
         Severance Agreement, the Executive shall execute SUG's standard form of
         waiver and release of all claims. Amounts paid under this Severance
         Agreement shall not be taken into account (I) as wages for purposes of
         the Medicare Tax Reimbursement and related Gross-UP Payment under
         subsection 7(f) of the Employment Agreement, or (ii) as compensation
         for purposes of any pension or other benefit plan or program."

         11. The first sentence of Section 7(a) of the Severance Agreement shall
be amended to read as follows:

            "Except for the set-off provided for in subsection 5(b) of the
         Employment Agreement (as amended by the Amendment to Employment and
         Severance Agreements dated October 4, 1999), the Company's obligation
         to make the payments provided for in this Severance Agreement and
         otherwise to perform its obligations hereunder shall not be affected by
         any set-off, counterclaim, recoupment, defense or other claim, right or
         action which the Company may have against the Executive or others."

         12. Section 11 of the Severance Agreement shall be amended by adding
the following to the end thereof:

            "Notwithstanding the foregoing, the definition of Change in Control
         shall only apply to the merger of Fall River Gas into SUG."


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         13. The provisions of this Amendment to Employment and severance
Agreements shall be effective only upon consummation of the Merger. Except as
amended by this document, the provisions of the Employment Agreement and the
Severance Agreement shall remain in effect.

       Dated: October 4, 1999                The Executive:



                                             ----------------------------------
                                             Peter H. Thanas
                                             Senior Vice President and Treasurer



                                             FALL RIVER GAS COMPANY



                                             By:
                                                -------------------------------
                                                Bradford J. Faxon
                                                President


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