EXHIBIT 10

                              EMPLOYMENT AGREEMENT
                                (JAMES H. DODGE)



This  EMPLOYMENT  AGREEMENT  is made  and  entered  into as of this  15th day of
November,  1999, by and between Southern Union Company (hereinafter  referred to
as the  "Company"),  a Delaware  corporation,  and James H.  Dodge  (hereinafter
referred to as the "Executive").

WHEREAS,  pursuant to contract dated October 1, 1999, the Executive is presently
employed  by the  Providence  Energy  Corporation,  a Rhode  Island  corporation
("PVY"),  in the capacity of President,  Chief Executive Officer and Chairman of
the Board of Directors; and

WHEREAS, pursuant to an Agreement and Plan of Merger entered into as of the 15th
day of November, 1999, by and among the Company, SUG Acquisition Corporation,  a
wholly owned subsidiary of the Company ("Newco"),  and PVY ("Merger Agreement"),
as of the  "Effective  Time" (as such term is defined in the Merger  Agreement),
Newco will merge into PVY and thereafter,  PVY and its  subsidiaries  will merge
into  the  Company  with  the  Company  being  the  surviving  corporation  (the
"Merger"),  and thereafter,  the businesses of PVY and any successor  businesses
will be operated  as  divisions  and/or  subsidiaries  of the Company  (the "PVY
Division"); and

WHEREAS,  the  Executive  possesses  considerable  experience  and  an  intimate
knowledge  of the New England  energy  industry  and the business and affairs of
PVY, its policies, methods, personnel, and operations; and

WHEREAS,  the Company  recognizes  that the  Executive's  contribution  has been
substantial and meritorious and, as such, the Executive has demonstrated  unique
qualifications  to act  in an  executive  capacity  for  the  Company,  the  PVY
Division,  and all other  energy-related  businesses of the Company conducted in
New  England  (collectively,  the  PVY  Division  and all  other  energy-related
businesses  of the Company  presently  or in the future to be  conducted  in New
England are hereinafter referred to as the "New England Business Unit"); and

WHEREAS, effective as of the Effective Time, the Company is desirous of assuring
the continued employment of the Executive in the capacity of President and Chief
Executive  Officer of the Company's New England  Business Unit, and Executive is
desirous of having such assurance.

NOW,  THEREFORE,  in  consideration of the foregoing and of the mutual covenants
and agreements of the parties set forth in this Agreement, and of other good and
valuable   consideration  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  parties  hereto,  intending  to be legally  bound,  agree as
follows:

Section 1.     Effectiveness;Term of Employment;Prior Agreements

    1.1   Effectiveness.  Notwithstanding any other provision of this Agreement,
          while this  Agreement  shall  constitute a binding  obligation  of the
          parties as of the date hereof, it shall become effective only upon the
          consummation  of the Merger and the occurrence of the Effective  Time.
          In the event the Merger Agreement is terminated for any reason without
          the Effective Time having  occurred,  this Agreement  shall  thereupon
          terminate without obligation of any party hereto.



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    1.2   Employment Term.  Subject to the provisions of Section 1.1 and Section
          6 of this Agreement, the Company hereby agrees to employ the Executive
          and the  Executive  hereby  agrees  to serve the  Company  and the New
          England Business Unit, in accordance with the terms and conditions set
          forth  herein,  for a period of three (3) years,  commencing as of the
          Effective Time ("Term").  Notwithstanding the above, commencing on the
          day following the Effective  Time and each  successive  day thereafter
          until the Executive  attains age sixty-two  (62), the Agreement  shall
          automatically  be extended  for an  additional  day,  such that at all
          times and at any time until  such time as the  Executive  attains  age
          sixty-two  (62), the remaining  Term shall be three (3) years,  unless
          either party hereto  gives  written  notice to the other of its intent
          not to renew, in which case, this Agreement shall terminate at the end
          of three (3) years following the date of delivery of such notice.  All
          references herein to the Term shall include any extension that becomes
          applicable pursuant to the preceding sentence.

    1.3   Prior Agreements. At the Effective Time, this Agreement will supersede
          all prior agreements and understandings  (including verbal agreements)
          between  Executive and the Company and/or PVY and/or any affiliates of
          either regarding the terms of Executive's  employment with the Company
          and/or its affiliates  including,  without  limitation,  the agreement
          dated  October  1, 1999  between  the  Executive  and PVY (the  "Prior
          Agreement") and the parties shall have no liabilities  under the Prior
          Agreement,  except for  obligations  due and  payable  under the Prior
          Agreement as of the Effective Time.

Section 2.     Position and Responsibilities

During the Term of this  Agreement,  the  Executive  agrees to serve as a senior
executive  of the  Company,  with the titles of  President  and Chief  Executive
Officer of the New England  Business  Unit.  In such  capacities,  the Executive
shall maintain the level of duties and  responsibilities  as in effect as of the
Effective Time, or such higher level of duties and responsibilities as he may be
assigned from time to time by the President of the Company.  The Executive shall
have the same status,  privileges,  and  responsibilities  normally  inherent in
similarly situated Divisional/Regional Presidents of the Company.

Section 3.     Standard of Care

During  the term of this  Agreement,  the  Executive  agrees to devote  his full
business time,  and  reasonable  best efforts to the business of the Company and
the New  England  Business  Unit and shall not be engaged in any other  business
activity,  whether or not such business activity is pursued for gain, profit, or
other  pecuniary  advantage,  during  normal  business  hours and/or which would
interfere (other than in an  inconsequential  manner) with the rendition of such
services,  either  directly or indirectly,  without the prior written consent of
the  President of the Company.  However,  the Executive may continue to serve on
the board of  directors or trustees of any business  corporation  or  charitable
organization  on which he currently  serves and may serve as a director of other
companies so long as such service is not  injurious to the Company and is agreed
upon by the  President of the Company.  This Section 3 shall not be construed as
preventing the Executive from holding, as a passive investor,  up to two percent
(2%) of the common stock of any public company.

Section 4.     Compensation

As remuneration for all services to be rendered by the Executive during the term
of this Agreement, and as consideration for complying with the covenants herein,
the Company shall pay and provide to the Executive the following:

    4.1   Base Salary.  During the Term,  the Company  shall pay the Executive a
          Base Salary in an amount which shall be established  from time to time
          by the Board of  Directors  of the  Company  ("Board")  or the Board's
          designee;  provided,  however, that such Base Salary shall not be less
          than  $400,000  per  year.  This  Base  Salary  shall  be  paid to the
          Executive in equal installments  throughout the year,  consistent with
          the normal payroll practices of the New England Business Unit.

          While this  Agreement  is in force,  the annual Base  Salary  shall be
          reviewed at least annually,  to ascertain whether,  in the judgment of
          the  Board  or the  Board's  designee,  such  Base  Salary  should  be
          increased,  based primarily on the performance of the Executive during
          the year and on the then current rate of  inflation.  If so increased,
          the Base Salary as stated above shall,  likewise, be increased for all
          purposes of this Agreement.

    4.2   Special  Bonus.  The Company  shall pay to the Executive the amount of
          $2,000,000  ("Special Bonus"),  payable in three (3) installments,  as
          follows: (i) at the Effective Time, an amount equal to $1,000,000 as a
          sign-on bonus; and (ii) (A) on the first  anniversary of the Effective
          Time, an amount equal to $500,000,  and (B) on the second  anniversary
          of the  Effective  Time,  an amount  equal to  $500,000,  the  amounts
          payable  pursuant  to  (ii)  (A)  and  (B)  being  in  recognition  of
          Executive's  efforts above and beyond  Executive's usual and customary
          duties with  respect to the  integration  of the New England  Business
          Unit into the Company.


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    4.3   Annual Cash  Incentive  Compensation.  The Company  shall  provide the
          Executive  with  the  opportunity  to earn an  annual  cash  incentive
          compensation  payment, at a level no less favorable than that provided
          to similarly situated  Divisional/Regional  Presidents of the Company,
          based upon goals and  measures for the  Executive  and the New England
          Business Unit and/or the Company established  annually by the Board or
          the Board's designee, but in no event less than fifty percent (50%) of
          the Executive's then current Base Salary.

    4.4   Long-Term  Incentives.  The Company  shall  provide the  Executive the
          opportunity to earn a long-term  incentive award by  participating  in
          the Company's Long-Term Incentive Stock Option Plan at a level no less
          favorable than that provided to similarly situated Divisional/Regional
          Presidents of the Company.

    4.5   Retirement  Benefits.  The  Company  shall  provide  to the  Executive
          immediate  participation in (i) all Company  qualified defined benefit
          and defined contribution  retirement plans maintained for employees of
          the New  England  Business  Unit  and  (ii)  (without  duplication  of
          benefits),  all nonqualified retirement programs providing for ongoing
          accruals  offered  to senior  executives  having  the same or  similar
          duties and  responsibilities at the Company,  other than the Company's
          Supplemental  Deferred  Compensation  Plan. In addition,  it is agreed
          that the  Merger  shall  constitute  a  "Change  in  Control"  for all
          purposes under the Providence Gas Company Supplemental Retirement Plan
          ("PVY  SERP")  and  that,  prior  to the  Effective  Time,  PVY  shall
          establish an irrevocable grantor ("Rabbi") trust and shall deposit (or
          shall cause to be deposited)  with the trustee thereof an amount equal
          to  the  actuarial  present  value  of  the  benefits  accrued  by the
          Executive  thereunder as of the  Effective  Time, as determined by PVY
          with the Company's  reasonable  consent,  it being understood that for
          purposes of calculating  actuarial  present value, the Executive shall
          be  treated  as being the  greater  of his actual age or age 62. It is
          further agreed that, notwithstanding any provisions to the contrary in
          any  qualified  or   non-qualified   retirement  plan  maintained  for
          employees  of the New  England  Business  Unit in which the  Executive
          participates,  upon  termination  of  employment  for any reason,  the
          Executive  shall be entitled to receive a lump sum cash payment  equal
          to the actuarial  present  value  (treating the Executive as if he had
          attained  the  greater  of age  62 or  his  actual  age)  of the  full
          retirement  benefit payable pursuant to Section 3.1 of the PVY SERP as
          in  effect  immediately  prior  to the  Effective  Time,  under  which
          Executive is provided a monthly benefit equal to one-twelfth  (1/12th)
          of  sixty-five   percent  (65%)  of  the  Executive's  "Final  Average
          Compensation" (as defined in the PVY SERP), including any compensation
          paid by the Company,  but  specifically  excluding  the Special  Bonus
          payable  under  Section 4.2  hereof,  and all  amounts  payable  under
          Sections  6.4(a),  (b), (d), (e), and (g) and similar  amounts payable
          under  Section  6.6  hereof,  reduced  by (a)  the  equivalent  normal
          retirement  benefit  payable  to him in any form  under  all  "Company
          Plans" (as such term is defined in the PVY SERP),  (b) the  equivalent
          annual normal retirement  benefit payable to him in any form under all
          "Other  Retirement  Plans"  (as such term is defined in the PVY SERP),
          and (c) the Executive's annual Social Security Benefit.

    4.6   Employee  Benefits.  During the Term of this  Agreement or through the
          Executive's  attainment of age 65, if later, the Company shall provide
          to the  Executive  all Welfare  Benefits  (as defined  below) to which
          other senior executives of the New England Business Unit are generally
          entitled;  provided,  that  such  Welfare  Benefits  shall  be no less
          favorable in the aggregate to the Executive than those afforded to the
          Executive  by PVY  immediately  prior  to  the  Effective  Time.  Such
          benefits  shall  include,  but not be  limited  to,  group  term  life
          insurance,  whole  life  insurance,  comprehensive  health  and  major
          medical benefits, dental benefits, vision benefits, and short-term and
          long-term disability benefits ("Welfare Benefits"). Upon attainment of
          age  65,  the   Executive   shall  be  eligible  to   participate   in
          post-retirement  medical and life insurance plans no less favorable in
          the  aggregate  to  the  Executive   than  those   maintained  by  PVY
          immediately  prior to the  Effective  Time.  To the extent any Welfare
          Benefits  cannot be provided  pursuant to a Company plan,  the Company
          shall provide such Welfare Benefits outside such plan.

          The Executive  shall be entitled to paid  vacation in accordance  with
          the standard written policy of the Company with regard to vacations of
          employees, but no less than five (5) weeks per year.

    4.7   Perquisites.  The  Company  shall  provide  to the  Executive,  at the
          Company's  cost,  all  perquisites to which other  similarly  situated
          Division  Presidents  are entitled and such other  perquisites  as are
          suitable to the character of Executive's position with the Company and
          adequate for the performance of his duties hereunder;  provided,  that
          such  perquisites  shall be no less  favorable to the  Executive  than
          those  afforded  to the  Executive  by PVY  immediately  prior  to the
          Effective Time.


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    4.8   Deferred Compensation.  The Company agrees to maintain for the benefit
          of the Executive all deferred compensation plans or programs available
          to senior executives of the New England Business Unit at the Effective
          Time.

Section 5.     Expenses

The  Company  shall pay,  or  reimburse  the  Executive,  for all  ordinary  and
necessary expenses that the Executive incurs in performing his duties under this
Agreement  including,  but not limited to, travel,  entertainment,  professional
dues and  subscriptions,  and all  dues,  fees,  and  expenses  associated  with
membership  in  various  professional,  business,  and  civic  associations  and
societies in which the Executive's  participation is in the best interest of the
Company,  including  but not  limited to any  membership  held by the  Executive
immediately prior to the Effective Time.

Section 6.     Termination of Employment

    6.1   Termination  Due to Death.  In the event of the death of the Executive
          during the term of this Agreement,  or during any period of Disability
          during  which he is  receiving  compensation  pursuant  to Section 6.2
          herein,  the Company's  obligation to pay and provide to the Executive
          additional Base Salary,  Additional  Incentive  Compensation  and Long
          Term   Incentives   (as   provided  in  Sections   4.2,  4.3  and  4.4
          respectively) shall immediately  expire,  except as otherwise provided
          in the terms of any existing  grants or awards.  However,  the Company
          shall pay to the Executive's surviving spouse, or other beneficiary as
          so  designated  by  the  Executive  during  his  lifetime,  or to  the
          Executive's estate, as appropriate, all accrued but unpaid Base Salary
          and accrued but unpaid vacation  through date of death,  any remaining
          Special  Bonus (as provided in Section 4.2), a pro rata portion of the
          total  annual  incentive   compensation  (both  cash  and  long-term),
          calculated at target,  to which he otherwise  would have been entitled
          during  the year in which  termination  due to  death  occurs  (unless
          previously  paid  pursuant to Section 6.2), as well as all benefits in
          which the Executive had a vested  interest  pursuant to this Agreement
          or  pursuant  to other  plans and  programs  of the Company or the New
          England  Business  Unit,  including,  but not limited  to,  retirement
          benefits as described in Section  4.5, and any  reimbursement  for any
          unreimbursed  business  expenses  properly  incurred by  Executive  in
          accordance with Company policy prior to the date of Executive's death.
          In addition,  Executive's  surviving  spouse shall continue to receive
          all Welfare Benefits and  post-retirement  medical  insurance to which
          she is entitled pursuant to Section 4.6.

    6.2   Termination Due to Disability. In the event that the Executive becomes
          Disabled during the term of this Agreement and is,  therefore,  unable
          to perform his duties  herein for a period of more than six (6) months
          in the aggregate during any period of twelve (12) consecutive  months,
          the Company shall have the right to terminate the  Executive's  active
          employment as provided in this  Agreement.  However,  the President of
          the Company  shall  deliver  written  notice to the  Executive  of the
          Company's  intent to  terminate  for  Disability  at least thirty (30)
          calendar days prior to the effective date of such termination.

          A termination  for Disability  shall become  effective upon the end of
          the thirty  (30) day notice  period.  Upon such  effective  date,  the
          Company's  obligation to pay and provide to the  Executive  additional
          Base Salary,  Annual Incentive  Compensation and Long-Term  Incentives
          (as  provided in  Sections  4.1,  4.3,  and 4.4,  respectively)  shall
          immediately expire.  However,  the Executive shall receive all accrued
          but unpaid Base Salary and accrued but unpaid vacation through date of
          termination,  all remaining payments of his Special Bonus (as provided
          in Section  4.2),  as well as a pro rata  portion of the total  annual
          incentive  compensation  (both  cash  and  long-term),  calculated  at
          target, to which he otherwise would have been entitled during the year
          in which  termination  due to Disability  occurs and shall receive all
          rights and  benefits  in which he has a vested  interest  pursuant  to
          other plans and  programs of the Company,  including,  but not limited
          to, retirement  benefits as described in Section 4.5, Welfare Benefits
          and post-retirement medical and life insurance as described in Section
          4.6, and any  reimbursement  for any  unreimbursed  business  expenses
          properly incurred by Executive in accordance with Company policy prior
          to the date of such termination.



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          The term "Disability"  shall mean, for all purposes of this Agreement,
          the incapacity of the Executive,  due to injury, illness,  disease, or
          bodily  or  mental   infirmity,   to  engage  in  the  performance  of
          substantially  all of the usual duties of employment  with the Company
          as contemplated by Section 2 herein,  such Disability to be determined
          by the  President  of the Company  upon  receipt of and in reliance on
          competent medical advice from one or more individuals, selected by the
          President, who are qualified to give such professional medical advice.

          If the  Executive  and the  Company  shall not be in  agreement  as to
          whether the  Executive  has suffered a Disability  for the purposes of
          this  Agreement,  the matter shall be referred to a panel of three (3)
          medical doctors,  one (1) of which shall be selected by the Executive,
          one (1) of which  shall be  selected  by the  Company,  and one (1) of
          which shall be selected by the two (2) doctors as so selected, and the
          decision  of a majority of the panel with  respect to the  question of
          whether the Executive has suffered a Disability  shall be binding upon
          the Executive and the Company. The expenses of any such referral shall
          be borne  by the  party  against  whom the  decision  of the  panel is
          rendered.

    6.3   Voluntary  Termination by the  Executive.  The Executive may terminate
          this  Agreement  at any time  other  than for  Good  Reason,  death or
          Disability  by giving the President of the Company  written  notice of
          intent to  terminate,  delivered  at least thirty (30)  calendar  days
          prior to the effective date of such termination. The termination shall
          become effective  automatically upon the expiration of the thirty (30)
          day notice period.  Such notice shall also  constitute the resignation
          by the  Executive  of his  positions  as an officer or director of the
          Company and its subsidiaries and affiliates.

          Upon the effective date of such termination,  the Company shall pay to
          the Executive his accrued but unpaid (i) Base Salary (at the rate then
          in effect as provided in Section 4.1  herein),  (ii) annual  bonus for
          any prior Fiscal Year, and (iii)  vacation  through the effective date
          of  termination,  and  shall  provide  the  Executive  with all  other
          benefits  in which the  Executive  has a vested  interest  at the time
          pursuant to this  Agreement and in accordance  with the  provisions of
          the governing policy, plan or program,  including, but not limited to,
          the  retirement   benefits  described  in  Section  4.5,  as  well  as
          reimbursement for any unreimbursed business expenses properly incurred
          by Executive in  accordance  with Company  policy prior to the date of
          Executive's   termination.   With  the   exception  of  the  foregoing
          obligations  of  the  Company  and  the  covenants  of  the  Executive
          contained in Section 7 (which shall  survive  such  termination),  the
          Company and the Executive thereafter shall have no further obligations
          under this Agreement.

    6.4   Involuntary  Termination  by the  Company  Without  Cause.  Subject to
          Section  7  herein,   the  Company  may  terminate   the   Executive's
          employment, as provided under this Agreement, at any time, for reasons
          other  than  death,  Disability,  or for Cause (as  defined in Section
          6.5), by notifying the Executive in writing of the Company's intent to
          terminate,  effective  thirty (30) calendar days following the date on
          which the Company delivers such notice to the Executive.

          Except as  otherwise  provided  in  Section  6.4(f),  within  five (5)
          business days  following the effective date of such  termination,  the
          Company shall pay to the Executive:

          (a)  A lump sum cash payment equal to three (3) times the highest rate
               of the  Executive's  annualized Base Salary rate in effect at any
               time up to and including the effective date of termination;

          (b)  A lump  sum  cash  payment  equal  to (i)  three  (3)  times  the
               Executive's  target  incentive  award  (both cash and  long-term)
               established   for  the  fiscal  year  in  which  the  Executive's
               effective date of termination occurs, or (ii) to the extent that,
               as of the effective date of termination,  target incentive awards
               have not been  established for such fiscal year,  three (3) times
               the  Executive's  target  incentive  award  (cash and  long-term)
               established for the immediately  preceding fiscal year, provided,
               however,  that in no event  shall any  target  award be less than
               that required by Section 4.3 hereof;

          (c)  A lump sum cash  payment  equal to the  Executive's  unpaid  Base
               Salary and accrued  vacation  pay through the  effective  date of
               termination;

          (d)  A lump sum cash payment equal to the Executive's unpaid Special
               Bonus;



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          (e)  A lump sum cash payment equal to (i) Executive's  unpaid targeted
               annual  bonus,  established  for the  fiscal  year in  which  the
               Executive's  effective  date  of  termination  occurs  or (ii) if
               annual bonus  targets have not been  established  for such fiscal
               year, Executive's annual bonus paid for the immediately preceding
               fiscal  year,  in  either  case  multiplied  by a  fraction,  the
               numerator  of  which  is the  number  of  completed  days  in the
               then-existing   fiscal  year  through  the   effective   date  of
               termination,  and the denominator of which is three hundred sixty
               five (365),  and provided that in no event shall any target award
               be less than that required by Section 4.3 hereof;

          (f)  A  continuation  of the Welfare  Benefits  then in effect for the
               Executive,  including,  without limitation,  medical,  dental and
               disability benefits, and group term life insurance,  for a period
               ending  on  the  latest  of  the  following  to  occur:  (i)  the
               Executive's  65th birthday and (ii) the date three (3) full years
               after the effective  date of termination  ("Benefit  Continuation
               Period"); and thereafter,  Executive (and his spouse or surviving
               spouse) shall be entitled to all post retirement  benefits as set
               forth in  Section  4.6.  To the extent any  Welfare  Benefits  or
               post-retirement benefits cannot be provided pursuant to a Company
               plan,  the  Company  shall  provide  such  Welfare   Benefits  or
               post-retirement  benefits outside such plan. The Welfare Benefits
               and  post-retirement  benefits shall be provided to the Executive
               at the same  premium  cost and at the same  coverage  level as in
               effect as of the Executive's effective date of termination.

               The continuation of the Welfare Benefits shall be modified during
               the  Benefit  Continuation  Period to the extent that during such
               Benefit   Continuation   Period  the   Executive   is   receiving
               substantially  similar  benefits from a subsequent  employer,  in
               which event the Welfare Benefits provided by the Company shall be
               made secondary to those provided by such subsequent employer;

          (g)  All retirement benefits to which Executive is entitled pursuant
               to Section 4.5 hereof; and

          (h)  Reimbursement  for all outstanding  expenses properly incurred in
               accordance with Company policy prior to the Executive's effective
               date of termination.

          Further,  the  Company  shall  provide  the  Executive  with all other
          benefits in which the Executive has a vested  interest at the time, in
          accordance  with  the  provisions  of the  governing  policy,  plan or
          program.  With the  exceptions  of the  foregoing  obligations  of the
          Company and the  Executive's  covenants  contained in Section 7 herein
          (which shall survive such termination),  the Company and the Executive
          hereafter shall have no further obligations under this Agreement.

          Notwithstanding  the foregoing,  if (i) the Executive's  employment is
          terminated  without Cause or (ii) prior to the Executive's  attainment
          of age 62, the Company gives notice of its intention not to renew this
          Agreement,  then, upon the Executive's termination of employment,  the
          Executive  shall  be  entitled  to  receive  the  greater  of (1)  the
          foregoing  payments and benefits or (2) any severance benefits payable
          in accordance with any severance pay policy then in effect.

    6.5   Termination  For Cause.  The Company  may  terminate  the  Executive's
          employment  under this  Agreement  for  "Cause."  Notwithstanding  the
          foregoing,  the Executive  shall not be deemed to have been terminated
          for Cause  unless and until  there  shall have been  delivered  to the
          Executive  a  copy  of a  resolution  duly  adopted  by  the  vote  of
          three-quarters  (3/4)  of the  entire  membership  of the  Board  at a
          meeting  of such Board duly  called and held for that  purpose  (after
          reasonable  notice  to  the  Executive  and  an  opportunity  for  the
          Executive,  together with the Executive's  counsel, to be heard by the
          Board)  finding  that in the good  faith  opinion  of the  Board,  the
          Executive was guilty of conduct  constituting  "Cause" as set forth in
          the  second   paragraph  of  this  Section  6.5  and   specifying  the
          particulars  thereof in detail. In the event the Board determines that
          Cause exists,  the Board shall deliver written notice to the Executive
          of termination,  setting forth the facts and circumstances  leading to
          the Board's  determination.  The Company  shall pay the  Executive his
          full Base Salary and accrued  vacation time through the date notice of
          a for  Cause  termination  is  delivered  to the  Executive,  and will
          provide the Executive  with all other  benefits in which the Executive
          has a vested interest at that time, including, without limitation, any
          earned but unpaid  Special  Bonus (in  accordance  with Section  4.2),
          accrued  but  unpaid  annual  bonus  for  a  prior  fiscal  year,  and
          reimbursement  for  all  outstanding  expenses  properly  incurred  in
          accordance with Company policy prior to the Executive's effective date
          of  termination.  Except for the foregoing  obligations of the Company
          and the  Executive's  covenants  under  Section 7 (which shall survive
          such termination), upon delivery to the Executive of written notice of
          termination,  the Company and the Executive  thereafter  shall have no
          further obligations under this Agreement.



<PAGE>



          "Cause" shall mean willful  misconduct,  fraud, or gross negligence by
          the Executive in the performance of his duties hereunder  resulting in
          substantial damage to the Company or conviction of a felony.

    6.6   Termination   for  Good  Reason.   The  Executive  may  terminate  his
          employment  for Good Reason (as defined  below) by giving the Board of
          Directors of the Company  written  notice of  termination,  stating in
          reasonable  detail  the facts and  circumstances  claimed to provide a
          basis for such termination,  effective upon receipt of such notice. In
          the event notice of termination for Good Reason is given,  the Company
          shall pay and provide to the  Executive  the amounts and  benefits set
          forth in Section 6.4 hereof.

          Good  Reason  shall  mean,  without the  Executive's  express  written
          consent, the occurrence of any one or more of the following:

          i.   The assignment of the Executive to duties materially inconsistent
               with the Executive's authorities, duties,  responsibilities,  and
               status as a senior  executive of the Company and President of its
               New England  Business  Unit,  or a reduction or alteration in the
               nature or  status  of the  Executive's  authorities,  duties,  or
               responsibilities  from those in effect immediately  subsequent to
               the Effective Time;

          ii.  The Company's  requiring  the Executive to be based at a location
               which is at least fifty (50) miles from PVY's current
               headquarters;

          iii. A reduction by the Company in the  Executive's  Base Salary as in
               effect at the Effective  Time, as provided in Section 4.1 herein,
               or as the  same  shall be  increased  from  time to time,  or the
               failure  of the  Company  to pay or cause to be paid  Executive's
               Base  Salary,  Special  Bonus,  or annual or long term  incentive
               payments when due and payable hereunder;

          iv.  A material reduction in the Executive's level of participation in
               any of the Company's  incentive  compensation  plans, or employee
               benefit or  retirement  plans,  Welfare  Benefits  (as defined in
               Section  4.6),  policies,  practices,  or  arrangements  from the
               levels required in Sections 4.3, 4.4, 4.5 and 4.6;

          v.   The  failure of the  Company to obtain a  satisfactory  agreement
               from any  successor to the Company with respect the  ownership of
               substantially all the stock or assets of the New England Business
               Unit  to  assume  and  agree  to  perform  this   Agreement,   as
               contemplated in Section 11.1 herein;

          vi.  Prior to the time that the  Executive  has  attained age sixty
               two (62),  the giving by the Company to the  Executive of
               notice of its intention not to renew this Agreement; or

          vii. The failure of the Executive to have been elected or reelected as
               a member of the Board.

          Notwithstanding the foregoing, none of the events described in clauses
          (a)  through  (g) of this  Section  6.6 shall  constitute  Good Reason
          unless Executive shall have notified the Company in writing describing
          the events which  constitute  Good Reason and then only if the Company
          shall have failed to cure such event within thirty (30) days after the
          Company's receipt of such written notice.

          The  Executive's  right to terminate  employment for Good Reason shall
          not be  affected  by the  Executive's  incapacity  due to  physical or
          mental illness. However, the Executive's failure to assert Good Reason
          within one (1) year from the time he had knowledge of the circumstance
          constituting  Good  Reason  shall  constitute  a waiver  of  rights to
          terminate employment for Good Reason with respect to such event.



<PAGE>



    6.7   Excise  Tax  Equalization  Payment.  In the event  that the  Executive
          becomes  entitled to any payment or benefit under this  Agreement,  or
          under  any  other  agreement  with  or  plan  of  the  Company  or any
          subsidiary  or  affiliate  thereof  (in  the  aggregate,   the  "Total
          Payments"),  if any of the Total  Payments  will be subject to the tax
          (the "Excise Tax") imposed by Section 4999 of the Code (or any similar
          tax that may  hereafter  be  imposed),  the  Company  shall pay to the
          Executive in cash an additional  amount (the "Gross-Up  Payment") such
          that the net amount  retained by the Executive  after deduction of any
          Excise Tax upon the Total  Payments and any  Federal,  state and local
          income tax and Excise Tax, as well as interest and penalties  upon the
          Gross-Up  Payment provided for by this Section 6.7 (including FICA and
          FUTA),  shall be equal to the Total  Payments.  Such payment  shall be
          made by the Company to the  Executive  when the  relevant tax payments
          are paid by the Executive to the Internal Revenue Service.

    6.8   Tax  Computation.  For purposes of  determining  whether any of the
          Total Payments will be subject to the Excise Tax and the
          amounts of such Excise Tax:

          (a)  Any other payments or benefits  received or to be received by the
               Executive  in  connection  with the  Executive's  termination  of
               employment  (whether  pursuant to the terms of this  Agreement or
               any other plan, arrangement, or agreement with the Company or any
               subsidiary or affiliate thereof,  or with any person (which shall
               have the meaning set forth in Section  3(a)(9) of the  Securities
               Exchange  Act of 1934,  including a "group" as defined in Section
               13(d) therein) affiliated with the Company or such persons) shall
               be treated as "parachute  payments" within the meaning of Section
               280G(b)(2)  of the  Code,  and all  "excess  parachute  payments"
               within  the  meaning of  Section  280G(b)(1)  shall be treated as
               subject to the Excise Tax, unless,  in the opinion of tax counsel
               (reasonably  agreed to in advance by the  Executive) as supported
               by the Company's  independent  auditors,  such other  payments or
               benefits  (in  whole  or in  part)  do not  constitute  parachute
               payments, or such excess parachute payments (in whole or in part)
               represent reasonable  compensation for services actually rendered
               within the meaning of Section 280G(b)(4) of the Code in excess of
               the base amount  within the meaning of Section  280G(b)(3) of the
               Code, or are otherwise not subject to the Excise Tax;

          (b)  The  amount of the  Total  Payments  which  shall be  treated  as
               subject  to the  Excise  Tax shall be equal to the lesser of: (i)
               the  amount of the Total  Payments  or (ii) the  amount of excess
               parachute  payments  within the  meaning  of  Section  280G(b)(1)
               (after applying clause (a) above); and

          (c)  The value of any  noncash  benefits  or any  deferred  payment or
               benefit shall be determined by the Company's independent auditors
               in accordance with the principles of Sections  280G(d)(3) and (4)
               of the Code.

          For purposes of determining  the amount of the Gross-Up  Payment,  the
          Executive  shall be deemed to pay federal  income taxes at the highest
          marginal rate of federal income taxation in the calendar year in which
          the Gross-Up  Payment is to be made,  and state and local income taxes
          at the highest  marginal rate of taxation in the state and locality of
          the Executive's residence on the effective date of termination, net of
          the maximum  reduction in federal income taxes which could be obtained
          from deduction of such state and local taxes.

    6.9   Subsequent  Recalculation.  In the event the Internal  Revenue Service
          adjusts the  computation  of the Company  under  Section 6.8 herein so
          that the  Executive  did not receive the benefit  described in Section
          6.7, the Company  shall  reimburse  the  Executive for the full amount
          necessary  to make  the  Executive  whole,  plus,  to the  extent  the
          Executive  paid  such  amount  to  the  taxing  authorities  prior  to
          reimbursement by the Company,  the prime rate of interest of The Chase
          Manhattan  Bank, Inc. In the event that the Excise Tax is subsequently
          determined to be less than the amount taken into account  hereunder at
          the time the Gross-up  Payment is made,  the Executive  shall repay to
          the  Company at the time that the amount of such  reduction  in Excise
          Tax is  finally  determined  (but,  if  previously  paid to the taxing
          authorities,  not prior to the time the  amount of such  reduction  is
          refunded to the  Executive or  otherwise  realized as a benefit by the
          Executive)  the portion of the  Gross-up  Payment  that would not have
          been paid if such  reduction  in the  Excise  Tax had been  applied in
          initially calculating the Gross-up Payment.

    6.10  Payment of Legal Fees.  The Company shall pay, as incurred,  all legal
          fees, costs of litigation,  prejudgment  interest,  and other expenses
          incurred in good faith by the  Executive as a result of the  Company's
          refusal to provide any payments or benefits under this  Agreement,  or
          as a result of the Company's contesting the validity,  enforceability,
          or  interpretation  of this Agreement,  or as a result of any conflict
          between the parties pertaining to this Agreement  (including conflicts
          related to the  calculation of parachute  payments).  If the Executive
          does not prevail on at least one substantive  claim in such litigation
          (excluding conflicts related to the calculation of parachute payments,
          for which the Company  shall be fully  responsible  for payment of all
          legal  fees,  costs of  litigation,  prejudgment  interest  and  other
          expenses), the Executive shall, upon the rendition of a final judgment
          in such matter, reimburse the Company for the fees and expenses of the
          Executive's counsel previously paid by the Company.


<PAGE>



    6.11  Payments Conditioned on Waiver. Notwithstanding any other provision of
          this  Agreement,  where a payment is due to  Executive  under  Section
          6.4(a) and/or (b) hereunder,  including by application of Section 6.6,
          no such  payments  shall be made  unless and until  Executive  (or his
          Estate) shall have executed a copy of a waiver and release in the form
          annexed hereto as Exhibit "A"; provided, however, that any such waiver
          and  release  shall  expressly  protect  all  rights and  benefits  of
          Executive  under this Agreement,  including  without  limitation,  the
          rights under Sections 6.4(a) and (b) and Section 6.6.

Section 7.     Confidentiality

    7.1   Confidentiality.  During the Term of this  Agreement and thereafter in
          perpetuity,  the Executive will not directly or indirectly  divulge or
          appropriate  to his own use,  or to the use of any  third  party,  any
          "trade secrets" or  "confidential  information" (as defined in Section
          7.2) of the Company or any of the Company's subsidiaries or affiliates
          (hereinafter, the Company and its subsidiaries and affiliates shall be
          collectively referred to as the "Company Group"),  except as may be in
          the public domain other than by violation of this  Agreement or as may
          be required by law.

    7.2   Trade Secrets and  Confidential  Information.  "Trade Secrets" as used
          herein means all secret discoveries,  inventions,  formulae,  designs,
          methods, processes,  techniques of production and know-how relating to
          the  Company  Group's  business.  "Confidential  Information"  as used
          herein means the Company  Group's  internal  policies and  procedures,
          suppliers,  customers,  financial information and marketing practices,
          as  well  as  secret  discoveries,   inventions,   formulae,  designs,
          techniques of production,  know-how and other information  relating to
          the Company Group's business not rising to the level of a trade secret
          under applicable law.

Section 8.     Indemnification

The Company hereby covenants and agrees, to the fullest extent permitted by law,
to indemnify and hold harmless the Executive fully,  completely,  and absolutely
against  and in  respect to any and all  actions,  suits,  proceedings,  claims,
demands,  judgments,  costs,  expenses (including  attorney's fees), losses, and
damages resulting from the Executive's performance of his duties and obligations
under the terms of this Agreement.

Section 9.     Outplacement Assistance

Following a termination of the  Executive's  employment as described in Sections
6.4 or 6.6 herein,  the  Executive  shall be  reimbursed  by the Company for the
costs of all  outplacement  services  obtained by the Executive within three (3)
years   following  such   termination;   provided,   however,   that  the  total
reimbursement  shall be limited to an amount equal to fifteen  percent  (15%) of
the Executive's Base Salary as of the effective date of termination.

Section 10.    Assignment

    10.1  Assignment by Company.  This  Agreement may be assigned or transferred
          to, and shall be binding  upon and shall  inure to the benefit of, any
          successor  of the  Company,  and any such  successor  shall be  deemed
          substituted  for all purposes of the "Company" under the terms of this
          Agreement. As used in this Agreement,  the term "successor" shall mean
          any person, firm,  corporation,  or business entity which at any time,
          whether  by  merger,   purchase,   or   otherwise,   acquires  all  or
          substantially  all of the assets (i) of the Company or (ii) pertaining
          to the  division or  subsidiary  of the  Company  for which  Executive
          performs  the   majority  of  his   services.   Notwithstanding   such
          assignment, the Company shall remain, with such successor, jointly and
          severally liable for all its obligations hereunder.

          Failure  of  the  Company  to  obtain  such  agreement  prior  to  the
          effectiveness  of any  such  succession  shall  be a  breach  of  this
          Agreement and shall immediately  entitle the Executive to compensation
          from the  Company  in the  same  amount  and on the same  terms as the
          Executive  would be  entitled in the event of a  termination  for Good
          Reason by the Executive, as provided in Section 6.6 herein.

          Except  as  herein  provided,  this  Agreement  may not  otherwise  be
          assigned by the Company.



<PAGE>



    10.2  Assignment by Executive.  This Agreement shall inure to the benefit of
          and   be   enforceable   by  the   Executive's   personal   or   legal
          representatives,  executors,  and administrators,  successors,  heirs,
          distributees,  devisees,  and legatees.  If the  Executive  should die
          while  any  amounts   payable  to  the  Executive   hereunder   remain
          outstanding, all such amounts, unless otherwise provided herein, shall
          be paid  in  accordance  with  the  terms  of  this  Agreement  to the
          Executive's devisee,  legatee, or other designee or, in the absence of
          such designee, to the Executive's estate.

Section 11.    Dispute Resolution and Notice

    11.1  Arbitration. Any dispute or controversy arising under or in connection
          with this Agreement shall be settled by arbitration,  conducted before
          a panel of three (3) arbitrators sitting in a location selected by the
          Executive  within fifty (50) miles of the  location of his  employment
          with  the  Company,  in  accordance  with the  rules  of the  American
          Arbitration Association then in effect. Judgment may be entered on the
          award of the arbitrator in any court having proper  jurisdiction.  All
          expenses of such  arbitration,  including the fees and expenses of the
          counsel  for the  Executive,  shall  be  borne,  as  incurred,  by the
          Company.  However,  if the Executive  does not prevail on at least one
          substantive claim in such  arbitration,  the Executive shall, upon the
          rendition of a final judgment  confirming such arbitration,  reimburse
          the  Company  for the fees and  expenses  of the  Executive's  counsel
          previously paid by the Company.

    11.2  Notice.  For the purpose of this  Agreement,  any  notices,  requests,
          demands, or other communications  provided for by this Agreement shall
          be in  writing  and  shall be deemed  to have  been  duly  given  when
          delivered or mailed by United  States  registered  or certified  mail,
          return receipt requested,  postage prepaid, or by recognized overnight
          delivery  service (such as, but not limited to, Federal  Express),  to
          the  Executive  at the last  address he has filed in writing  with the
          Company or, in the case of the Company,  at its principal offices,  to
          the attention of the President of the Company.

Section 12.    Miscellaneous

    12.1  Gender and Number.  Except where  otherwise  indicated by the context,
          any masculine  term used herein also shall  include the feminine,  the
          plural shall include the singular,  and the singular shall include the
          plural.

    12.2  Modification.  This Agreement shall not be varied, altered,  modified,
          canceled, changed, or in any way amended except by mutual agreement of
          the parties in a written instrument  executed by the parties hereto or
          their legal representatives.

    12.3  Severability.  In the event  that any  provision  or  portion  of this
          Agreement shall be determined to be invalid or  unenforceable  for any
          reason, the remaining provisions of this Agreement shall be unaffected
          thereby and shall remain in full force and effect.

    12.4  Counterparts.  This  Agreement  may be  executed  in one  (1) or  more
          counterparts, each of which shall be deemed to be an original, but all
          of which together will constitute one and the same Agreement.

    12.5  Tax  Withholding.  The Company may withhold from any benefits  payable
          under this Agreement all federal,  state,  city, or other taxes as may
          be required pursuant to any law or governmental regulation or ruling.

    12.6  Beneficiaries.  The  Executive  may  designate  one or more persons or
          entities as the primary and/or contingent beneficiaries of any amounts
          to be received under this Agreement.  Such  designation must be in the
          form of a signed  writing  acceptable to the President of the Company.
          The Executive may make or change such designation at any time.

Section 13.    Governing Law

To the extent not  preempted by federal law, the  provisions  of this  Agreement
shall be  construed  and  enforced in  accordance  with the laws of the state of
Rhode Island, without regard to conflicts of laws principles.




<PAGE>



IN WITNESS WHEREOF,  the Executive and the Company have executed this Agreement,
as of the day and year first above written.


                                                  Executive:


                                                  JAMES H. DODGE
                                                  ---------------------------
                                                  James H. Dodge


ATTEST                                            Southern Union Company:



                                             By:  PETER H. KELLEY
                                                  ---------------------------