EXHIBIT 10



                                    AMENDMENT

                                       TO

                           SOUTHERN UNION SAVINGS PLAN


In accordance with Section 10.1 of the Southern Union Savings Plan (the "Plan"),
the Plan is amended as set forth below.

1.    Effective July 1, 2000, Section 2.1 of the Plan, entitled Accounts, is
                                                                --------
     amended to add a new paragraph (f), to read as follows:

      (f)Prior Plan Account.  The Account maintained for a Participant to record
         amounts   transferred   from  the  Employee  Stock  Ownership  Plan  of
         Pennsylvania Gas & Water Company to the Pennsylvania Division Plan upon
         the  termination of the Employee Stock  Ownership Plan of  Pennsylvania
         Gas & Water Company,  and  adjustments  relating  thereto,  which shall
         consist of the following subaccounts:

         (i)  After  Tax  Employee  Contribution   Subaccount.   The  subaccount
              maintained   for  a  Participant  to  record  amounts  within  the
              Participant's  Prior Plan Account that are  attributable  to after
              tax contributions made by the Participant and adjustments relating
              thereto.

         (ii) Employer Contribution Subaccount.  The subaccount maintained for a
              Participant to record amounts within the Participant's  Prior Plan
              Account that are  attributable to employer  contributions  made on
              behalf of the Participant and adjustments relating thereto.

2.    Effective July 1, 2000, Section 2.10 of the Plan, entitled Compensation,
                                                                 ------------
       is amended in its entirety, to read as follows:

      2.10    Compensation.  Compensation,  as determined  pursuant to paragraph
              (a) or (b) below,  as  applicable,  shall be  recognized as of the
              Employee's  effective  date of  participation  pursuant to Section
              3.1. Compensation,  as determined pursuant to paragraph (a) or (b)
              below, as applicable,  in excess of $150,000 (adjusted at the same
              time  and in the same  manner  as  permitted  under  Code  Section
              401(a)(17)) shall be disregarded.

              (a) For  Participants  who  are  designated  on the  books  of the
                  Company  as  being  employed  in  the  Company's  Pennsylvania
                  Division  and as  being  subject  to a  collective  bargaining
                  agreement,  the term Compensation  refers to the Participant's
                  base  hourly  rate  multiplied  by the number of hours (not in
                  excess of 40 hours per week) worked by such  Participant  each
                  week  (including  any  hours  attributable  to paid  vacation,
                  holiday or sick leave).

              (b) For  Participants  who are not  designated on the books of the
                  Company  as  being  employed  in  the  Company's  Pennsylvania
                  Division  and as  being  subject  to a  collective  bargaining
                  agreement,  the term Compensation  refers to the Participant's
                  W-2 earnings,  but excluding  taxable fringe benefits (such as
                  car allowances  and moving  expenses),  and excluding  amounts
                  realized in connection with stock options and restricted stock
                  or premiums for group term life insurance. Notwithstanding the
                  foregoing,  Compensation  shall  include  any  amount  that is
                  contributed  by an  Employer  pursuant  to a salary  reduction
                  agreement  and that is not  includable  in the gross income of
                  the  Participant  under Code Section 125,  401(k),  402(e)(3),
                  402(h), 403(b), 414(h)(2) or 457(b).




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3.    The third sentence of Section 2.13 of the Plan, entitled Employee,
                                                               --------
      is amended to read as follows:

      Effective  July 1, 2000,  the  preceding  provisions  of this Section 2.13
      notwithstanding, only those individuals who are employed by the Company in
      its corporate  headquarters or in its Southern Union Gas Company Division,
      in its MGE  Division,  in its Atlantic  Utilities  Division,  in its South
      Florida  Natural Gas  Division or in its  Pennsylvania  Division  shall be
      considered Employees hereunder, and any other individuals who are employed
      by the Company (for example,  individuals  who are employed by the Company
      in any  division  that  may,  in the  future,  be  created)  shall  not be
      considered   Employees   hereunder,   shall  not  be  eligible  to  become
      Participants under the provisions of Section 3.1, shall not be eligible to
      make salary  reduction  contributions  or Employee post tax  contributions
      hereunder,   and  shall  not  be  eligible  to  receive   allocations   of
      contributions   (including   but  not   limited   to   Employer   matching
      contributions and Employer profit sharing contributions) hereunder.

4.    Section 2.13 of the Plan, entitled Employee, is amended to add one
                                         --------
      sentence, to read as follows:

      Effective  July 1, 2000,  the  preceding  provisions  of this Section 2.13
      notwithstanding,   individuals  who  are  employed  by  Keystone  Pipeline
      Services,  Inc. on its field  payroll  shall not be  considered  Employees
      hereunder,  shall  not  be  eligible  to  become  Participants  under  the
      provisions of Section 3.1, shall not be eligible to make salary  reduction
      contributions or Employee post tax contributions  hereunder, and shall not
      be eligible to receive  allocations  of  contributions  (including but not
      limited to Employer  matching  contributions  and Employer  profit sharing
      contributions) hereunder.

5.    Section 2.14 of the Plan, entitled Employer, is amended in its entirety,
                                         --------
      to read as follows:

      2.14    Employer.  Effective July 1, 2000, the Company and each of the
              --------
              following wholly-owned subsidiaries of the Company:

                            Atlantic Gas Corporation
                                Energy Worx, Inc.
                        Keystone Pipeline Services, Inc.
                              Lavaca Realty Company
                           Mercado Gas Services, Inc.
                              PEI Power Corporation
                            PG Energy Services, Inc.
                              SUPro Energy Company

      In no  event  shall  any  other  wholly-owned  subsidiary  of the  Company
      (including  any  wholly-owned  subsidiary  that  may,  in the  future,  be
      acquired by the Company) be considered an Employer hereunder.

6.  Effective  July 1, 2000,  the Plan is amended to add a new  Section  2.19AA,
entitled Keystone Participant, to read as follows:

      2.19AA  Keystone Participant.  A Participant who is employed by the
              --------------------
      Company's wholly-owned subsidiary, Keystone Pipeline Services, Inc.

7.  Effective  July 1, 2000,  the Plan is amended  to add a new  Section  2.21A,
entitled Pennsylvania Division Plan, to read as follows:

      2.21A       Pennsylvania   Division   Plan.  The  Southern  Union  Company
                  Pennsylvania  Division  Employees'  Savings Plan,  which was a
                  single plan within the meaning of Regulation Section 1.414(l),
                  but which was maintained  pursuant to two separate  documents,
                  the Southern Union Company  Pennsylvania  Division  Employees'
                  Savings  Plan (For  Non-Bargaining  Unit  Employees),  and the
                  Southern  Union  Company   Pennsylvania   Division  Employees'
                  Savings Plan (For Bargaining Unit Employees).




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8.  Effective  July 1, 2000,  the Plan is amended  to add a new  Section  2.21B,
entitled PG Energy Participant, to read as follows:

      2.21B       PG Energy Participant.  A Participant who is employed by the
                  ---------------------
               Company in its Pennsylvania Division or who is employed
               by one of the following wholly-owned subsidiaries of the Company:
               PG Energy Services, Inc. or PEI Power Corporation.

9.    Section 3.1(a) of the Plan, entitled Eligibility, is amended to add one
                                           -----------
      sentence, to read as follows:

      In applying the provisions of this Section 3.1(a)  following the merger of
      the  Pennsylvania  Division  Plan into this Plan  effective  July 1, 2000,
      individuals  who are employed by PG Energy  Services,  Inc.,  by PEI Power
      Corporation or by Keystone Pipeline Services, Inc. (and who are considered
      Employees  under  Section  2.13) and  individuals  who are employed by the
      Company in its  Pennsylvania  Division (and who are  considered  Employees
      under Section 2.13) shall in no event become  Participants  under the Plan
      prior to July 1, 2000.

10.   Section 3.2 of the Plan, entitled Vesting Service, is amended to add one
                                        ---------------
      sentence, to read as follows:

      In determining the Vesting Service of PG Energy  Participants and Keystone
      Participants,  the  preceding  provisions  of this Section 3.2 shall apply
      with respect to periods following the merger of the Pennsylvania  Division
      Plan into this Plan and the provisions of the  Pennsylvania  Division Plan
      shall  apply  with  respect  to  periods   preceding  the  merger  of  the
      Pennsylvania  Division  Plan  into  this  Plan,  in  such a way  that  the
      Participant does not receive double credit for any one period of time.

11.   Effective  July 1, 2000,  Section  4.1(b) of the Plan,  entitled  Employer
      Matching  Contributions,  is  amended  to replace  the third  sentence  of
      Section 4.1(b) with three sentences, to read as follows:

      For Keystone Participants, the Employer matching contributions shall equal
      50 percent of the first four percent of each such  Keystone  Participant's
      salary   reduction   contributions   to  the  extent  that  such  Keystone
      Participant  elects to defer such first four percent of  Compensation as a
      salary  reduction   contribution  under  Section  4.1(a).  For  PG  Energy
      Participants,  the Employer matching  contributions shall equal 40 percent
      of the first  four  percent  of each such PG Energy  Participant's  salary
      reduction  contributions  to the  extent  that such PG Energy  Participant
      elects to defer  such  first  four  percent  of  Compensation  as a salary
      reduction  contribution  under Section 4.1(a).  For all other Participants
      (Participants other than MGE Union Participants, Keystone Participants and
      PG Energy Participants),  the Employer matching  contributions shall equal
      (a) 50 percent of the first five percent of each such other  Participant's
      salary reduction  contributions to the extent that such other  Participant
      elects to defer  such  first  five  percent  of  Compensation  as a salary
      reduction contribution under Section 4.1(a), and (b) except as provided in
      Section 4.2 with respect to Participants who are also  participants in the
      Southern Union Company Supplemental Deferred Compensation Plan, 75 percent
      of each such other Participant's salary reduction  contributions in excess
      of five  percent  up to a maximum of ten  percent to the extent  that such
      other  Participant  elects  to  defer  such  additional  five  percent  of
      Compensation as a salary reduction contribution under Section 4.1(a).

12.   Effective January 1, 2000, the second sentence of Section 4.1(c) of the
      Plan, entitled Employer Profit Sharing Contributions, is
                     -------------------------------------
      amended to read as follows:

      A  Participant  shall be  considered  an  eligible  Participant  under the
      provisions of this paragraph if he (1) is actively employed as of the last
      day of such Plan Year, (2) is not an MGE Union Participant, and (3) is not
      designated on the books of the Company as being  employed in the Company's
      Pennsylvania  Division  and as being  subject to a  collective  bargaining
      agreement.

13.   Effective July 1, 2000, the fifth sentence of Section 4.1(e) of the Plan,
      entitled Profit Incentive Contributions, is amended to read as follows:
               ------------------------------

      A  Participant  shall be  considered  an  eligible  Participant  under the
      provisions  of this Section  4.1(e) if he (1) is employed on or before the
      December 31 that falls  within the profit  determination  period,  (2) has
      entered into a written salary reduction  agreement with the Employer under
      Section  4.2 on or  before  the  April  1 that  falls  within  the  profit
      determination  period,  (3)  has  not  terminated  such  salary  reduction
      agreement or amended such salary  reduction  agreement to discontinue  his
      salary  reductions  before the allocation date, (4) has completed at least
      1,000 Hours of Service during the profit determination  period, and (5) is
      not  classified  by the  Employer  as an  Employee  (a)  who  is a  highly
      compensated Participant,  as defined in Section 4.6, (b) who is covered by
      a collective  bargaining  agreement  and assigned to work in the Company's
      Missouri  Gas  Energy  Division,  (c)  who  is  covered  by  a  collective
      bargaining  agreement and assigned to work in the  Company's  Pennsylvania
      Division,  (d)  who  is an  officer  of  the  Employer,  or  (e)  who is a
      department director of the Employer or one of its divisions.

14.   Effective  July 1, 2000,  Section  4.2 of the Plan,  entitled  Participant
      Salary  Reduction  Agreement,  is amended to replace the fifth sentence of
      Section 4.2 with three sentences, to read as follows:

      For Keystone  Participants  and PG Energy  Participants,  salary reduction
      contributions  up to and including four percent of  Compensation  shall be
      deemed  "matched  salary  reduction  contributions"  and salary  reduction
      contributions  in excess of four percent of  Compensation  shall be deemed
      "unmatched  salary reduction  contributions."  For all other  Participants
      (Participants other than MGE Union Participants, Keystone Participants and
      PG Energy  Participants)  who are not  participants  in the Southern Union
      Company   Supplemental   Deferred   Compensation  Plan,  salary  reduction
      contributions  up to and  including ten percent of  Compensation  shall be
      deemed  "matched  salary  reduction  contributions"  and salary  reduction
      contributions  in excess of ten  percent of  Compensation  shall be deemed
      "unmatched  salary reduction  contributions."  For all other  Participants
      (Participants other than MGE Union Participants, Keystone Participants and
      PG Energy Participants) who are participants in the Southern Union Company
      Supplemental Deferred Compensation Plan, salary reduction contributions up
      to and including  five percent of  Compensation  shall be deemed  "matched
      salary  reduction  contributions"  and salary  reduction  contributions in
      excess of five percent of Compensation  shall be deemed  "unmatched salary
      reduction contributions."

15.   The third sentence of Section 5.1 of the Plan, entitled
      Individual Accounts, is amended to read as follows:
      -------------------

      When  appropriate,  a  Participant  shall have the  separate  Accounts  as
described in Section 2.1.

16.   The second and third paragraphs of Section 5.3 of the Plan, entitled
      Maximum Additions (which consists of seven paragraphs), are
      -----------------
      amended to read as follows:

      If  the  Annual   Additions  for  a   Participant   exceed  the  foregoing
      limitations, the Committee shall take the following actions, to the extent
      necessary  to  reduce  the  Annual  Additions  so as  not to  exceed  such
      limitations.  First, the Participant's  post tax  contributions,  together
      with gains attributable to such contributions, shall be distributed to the
      Participant.   Second,   the  Participant's   unmatched  salary  reduction
      contributions  (as  determined  under  Section  4.2),  together with gains
      attributable   to  such   contributions,   shall  be  distributed  to  the
      Participant.   Third,   the   Participant's   matched   salary   reduction
      contributions  (as  determined  under  Section  4.2),  together with gains
      attributable   to  such   contributions,   shall  be  distributed  to  the
      Participant,   and  in  this   case,   Employer   matching   contributions
      attributable to such matched salary reduction contributions, together with
      gains  attributable  to such  contributions,  shall be  transferred to the
      suspense account described in the following paragraph.  Fourth, Retirement
      Power  Contributions  allocated  to  the  Participant's  Retirement  Power
      Account, together with gains attributable to such contributions,  shall be
      transferred to the suspense account described in the following  paragraph.
      Finally,   Employer   contributions  other  than  matching   contributions
      allocated to the Participant's Employer  Contributions  Account,  together
      with gains attributable to such contributions, shall be transferred to the
      suspense account described in the following paragraph.

      Amounts  transferred  to the suspense  account  shall be applied to reduce
      Employer matching  contributions and Retirement Power Contributions to the
      Plan.

17.   Participants  under  the  Southern  Union  Company  Pennsylvania  Division
      Employees'  Savings Plan,  who were  eligible to direct the  investment of
      that portion of their Pennsylvania  Division Plan accounts attributable to
      employer  matching  contributions  prior to the merger of the Pennsylvania
      Division Plan into the Plan  effective  July 1, 2000 shall  continue to be
      eligible to direct the  investment of such portion of their accounts under
      the Plan until  December 31, 2000.  Effective  January 1, 2001,  the first
      paragraph  of  Section  5.5(f) of the  Plan,  entitled  Employer  Matching
      Contributions and Employer Profit Incentive  Contributions,  is amended to
      read as follows:

      Except as provided  in the  following  paragraph,  a  Participant  may not
      direct the investment of his Employer  Contributions  Account attributable
      to Company  Stock  Contributions  (as  defined in the first  paragraph  of
      Section  5.5)  until the first  January  1,  April 1, July 1 or  October 1
      following the date on which he becomes  eligible to direct the  investment
      of his  Employer  Contributions  Account  attributable  to  Company  Stock
      Contributions.  Except as otherwise  provided in the following  paragraph,
      the date on which a Participant  becomes eligible to direct the investment
      of his  Employer  Contributions  Account  attributable  to  Company  Stock
      Contributions shall be the date on which the Participant attains age 55.

18.   Effective  July 1, 2000,  Section  5.5(f) of the Plan,  entitled  Employer
      Matching  Contributions  and Employer Profit Incentive  Contributions,  is
      amended to add a new second paragraph, to read as follows:

      Notwithstanding the provisions of the immediately  preceding paragraph,  a
      PG Energy  Participant  shall have the right to direct the  investment  of
      that portion of his Employer Contributions Account that is attributable to
      the proceeds of his sale of Pennsylvania  Enterprises,  Inc. stock back to
      Pennsylvania  Enterprises,  Inc.  pursuant  to its March 11, 1996 offer to
      purchase such stock.  Notwithstanding  the  provisions of the  immediately
      preceding paragraph, a Keystone Participant shall have the right to direct
      the investment of that portion of his Employer  Contributions Account that
      is  attributable  to matching  contributions  made on his behalf under the
      Pennsylvania  Division  Plan with  respect to periods  prior to its merger
      into this Plan;  provided,  however,  that a Keystone Participant may not,
      except as  provided in the  immediately  preceding  paragraph,  direct the
      investment of that portion of his Employer  Contributions  Account that is
      attributable to Employer matching  contributions  made on his behalf under
      this Plan with respect to periods following the merger of the Pennsylvania
      Division Plan into this Plan.

19.   Section 6.3 of the Plan, entitled Termination for Other Reasons,
                                        -----------------------------
      is amended in its entirety, to read as follows:

      6.3     Termination for Other Reasons.  Upon termination of employment for
              any  reason  other  than  Normal  Retirement,   Early  Retirement,
              Disability or death,  and for  Participants,  other than PG Energy
              Participants  and  Keystone  Participants,  who  attain age 70 1/2
              prior to  January  1,  2000,  and for PG Energy  Participants  and
              Keystone  Participants  who  attain age 70 1/2 prior to January 1,
              2001, the Participant shall be entitled to receive:

              (a) The entire amount credited to his Rollover Contribution
                  Account, if any, plus

              (b) The entire amount credited to his Tax Deferred Account, if
                  any, plus

              (c) The entire amount credited to his Deposit Account, if any,
                  plus

              (d) The entire amount credited to his Prior Plan Account, if any,
                  plus

              (e) An amount equal to the balance of his  Employer  Contributions
                  Account, if any, multiplied by his vested percentage.  For all
                  Participants other than MGE Union Participants, effective July
                  1, 2000, such percentage shall be determined  according to the
                  following schedule:

                  Years of Vesting Service        Vested Percentage of Employer
                                                       Contributions Account

                       Less than 1                               0%
                             1                                  20%
                             2                                  40%
                             3                                  60%
                             4                                  80%
                       5 or more                               100%




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              For MGE Union Participants,  such percentage shall be
               determined according to the following schedule:

              Years of Vesting Service        Vested Percentage of Employer
                                                    Contributions Account

                   Less than 2                                0%
                             2                               20%
                             3                               40%
                             4                               60%
                             5                               80%
                       6 or more                            100%

              Payment  of  benefits  under  this  Section  6.3  shall be made in
accordance with Section 6.4.

20.   Effective July 1, 2000, the first sentence of Section 6.6(h) of the Plan,
      entitled Maximum Number and Amount, is amended to read as follows:
               -------------------------

      Except with  respect to loans  transferred  to the Plan upon the merger of
      the  Pennsylvania  Division Plan into this Plan, a Participant may have no
      more than one outstanding loan at a given time.

21.   Section 6.7 of the Plan, entitled Withdrawals During Active Employment,
                                        ------------------------------------
      is amended to add one new paragraph, to read as follows:

      At any time,  but not more  frequently  than once  during a Plan  Year,  a
      Participant  may elect to  withdraw  in cash up to an amount  equal to his
      entire  Prior Plan  Account  balance  without  demonstration  of financial
      hardship and without suspension of salary reduction contributions.

22.   Effective July 1, 2000, Section 13.3(c)(5) of the Plan, entitled
      Compensation for Other Employees, is amended in its entirety,
      --------------------------------
      to read as follows:

      (5)     Compensation for Other Employees.  With respect to Employees who
              --------------------------------
              are not designated on the books of the Company as being employed
              in the Company's MGE Division, the Employee's Compensation, as
              determined under the provisions of Section 2.10(b).

23.   Effective July 1, 2000, Section 13.4(c) of the Plan, entitled Vesting,
                                                                    -------
      is amended in its entirety, to read as follows:

      (c)     Vesting. In addition to the amounts currently described in Section
              6.3,  upon  termination  of  employment  for any reason other than
              Normal Retirement, Early Retirement,  Disability or death, and for
              Participants  who attain age 70 1/2 prior to January 1, 2000, upon
              the Participant's  attainment of age 70 1/2, the Participant shall
              also be entitled to receive an amount  equal to the balance of his
              Retirement  Power  Account,  if  any,  multiplied  by  his  vested
              percentage  determined  according  to the  schedule  set  forth in
              Section 6.3(e).

24.   Effective July 1, 2000, the Plan shall provide those benefits described in
      Appendix  A,  which is  attached  hereto and which  relates  to  protected
      benefits, currently provided under the Southern Union Company Pennsylvania
      Division  Employees' Savings Plan, to the group of participants  described
      in  Appendix  A. In the event of a  conflict  between  the  provisions  of
      Appendix  A and the  other  provisions  of the  Plan,  the  provisions  of
      Appendix A shall govern.

      Executed this 27 day of June, 2000.

                             SOUTHERN UNION COMPANY


                              By: NANCY CAPEZZUTI
                                  Nancy Capezzuti
                                  Officer


<PAGE>
                                   APPENDIX A

                EMPLOYEES OF PENNSYLVANIA-AMERICAN WATER COMPANY



This Appendix A applies to any Participant who transferred  from employment with
Pennsylvania    Gas   and   Water   Company    ("PG&W")   to   employment   with
Pennsylvania-American Water Company ("Pennsylvania American") in connection with
the sale of PG&W's Water Business to Pennsylvania  American on February 16, 1996
and who  elected  not to have the  portion of his  Account  Balance  invested in
Company Stock  transferred  to the Savings Plan for Employees of American  Water
Works Company, Inc. ("Pennsylvania-American Participant").

Notwithstanding anything in this Plan to the contrary:

      1. The Account Balance of any Pennsylvania-American Participant shall be
         100% fully vested at all times.

      2. The Account Balance of any  Pennsylvania-American  Participant shall be
         invested  in the  same  manner  as are PEI  Matching  Contributions  in
         accordance with Section 6.3(b).

      3. Distribution   shall  be  permitted  from  the  Account  Balance  to  a
         Pennsylvania-American   Participant   only  (i)  upon   termination  of
         employment with  Pennsylvania  American or (ii) from the  Participant's
         Prior Plan  Account in  accordance  with the rules  established  by the
         Administration Committee; provided that any such distribution must be a
         complete  distribution of the Participant's Account Balance in the case
         of  a  distribution  under  (i)  or  a  complete  distribution  of  the
         Participant's  Prior Plan Account in the case of a  distribution  under
         (ii).




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