8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2009

SOUTHERN UNION COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-6407	75-0571592
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5444 Westheimer Road Houston, Texas (Address of principal executive offices) 77056-5306 (Zip Code)

Registrant's telephone number, including area code: (713) 989-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                Entry Into a Material Definitive Agreement

On August 31, 2009, the Board of Directors (the “Board”) of Southern Union Company (the “Company”), in connection with the appointment of Eric D. Herschmann to the Board and the office of Vice Chairman of the Board, approved an amendment (the “Amendment”) to the Indemnification Agreement (the “Agreement”) dated as of February 25, 2009, between Mr. Herschmann and the Company.  The Agreement provides that the rights to indemnification and advancement of expenses to which Mr. Herschmann is currently entitled under the Company’s Bylaws will not be eliminated, diminished or otherwise adversely affected without his consent.  The Amendment modifies the Agreement to now capture Mr. Herschmann’s role as a member and Vice Chairman of the Board.  The Agreement previously only addressed Mr. Herschmann’s status as President and Chief Operating Officer of the Company.

The foregoing descriptions do not purport to be a complete summary of the Amendment, which is attached hereto as Exhibit 10.1 or the Agreement, the form of which was filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 10 (g) to the Company’s Annual Report on Form 10-K on February 26, 2009.  The descriptions are qualified in their entirety by reference to the full text of the form of the Amendment and the Agreement.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 31, 2009, Eric D. Herschmann was appointed to the Company’s Board, effective immediately.  Mr. Herschmann was also named Vice Chairman of the Board.  Mr. Herschmann’s term will expire at the Company’s 2010 annual meeting of shareholders, at which time, subject to his nomination by the Company’s Corporate Governance Committee, Mr. Herschmann will stand for election by the shareholders.  Mr. Herschmann will continue to serve as the Company’s President and Chief Operating Officer. 

Mr. Herschmann, 45, was appointed President and Chief Operating Officer of the Company in May 2008.  He previously served as Senior Executive Vice President of the Company from November 2005 to May 2008 and as the Company’s Interim General Counsel from January 2005 to October 2007.  Mr. Herschmann has acted as outside counsel for the Company since 1997 and as its national litigation counsel since 1999.  Please refer to the Company’s Proxy Statement filed with the SEC on April 16, 2009 and the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2009, for a description of (i) a related party relationship involving the Company and Mr. Herschmann; (ii) an employment agreement between the Company and Mr. Herschmann; and (iii) an indemnification agreement between the Company and Mr. Herschmann.  The descriptions contained in such filings are incorporated herein by reference.

Mr. Herschmann earned a juris doctor degree from the Benjamin Cardozo School of Law and a bachelor of arts degree from Yeshiva University.  He resides in Englewood, New Jersey.

Also, on August 31, 2009, the Board accepted resignations tendered by Messrs. Stephen C. Beasley and Michael J. Egan, who were elected to the Board of Directors in May 2009.  Messrs. Beasley and Egan had been nominated for election to the board pursuant to that certain Settlement Agreement dated as of March 5, 2009 (the “Settlement Agreement”) between the Company and Sandell Asset Management Corp., Castlerigg Master Investment Ltd., Castlerigg International Limited and Castlerigg International Holdings Limited (collectively, the “Sandell Group”).  The Settlement Agreement was filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 5, 2009.  In accordance with the terms and conditions of the Settlement Agreement, Messrs. Beasley and Egan tendered their conditional resignations to the Board upon their election, which resignations became effective upon the occurrence of the following:  (i) at such time as the Sandell Group owned less than 5% of the Company’s outstanding common stock (please refer to the Sandell Group’s Schedule 13D/A filed with the SEC on August 14, 2009 reporting the Sandell Group’s ownership of less than 5% of the Company’s outstanding common stock); and (ii) the Board’s acceptance of the resignations.

Item 7.01                Regulation FD Disclosure

On August 31, 2009, the Company issued a press release to announce the appointment of Mr. Herschmann to the Board and to the office of Vice Chairman of the Board.  In the same release, the Company announced that it had accepted the resignations of Messrs. Stephen C. Beasley and Michael J. Egan, who were elected to the Board in May 2009.  A copy of that release is filed herewith as Exhibit 99.1.

Item 9.01                Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.                             Exhibit

10.1     99.1 First Amendment to the Indemnification Agreement between the Company and Mr. Herschmann (The form of Mr. Herschmann’s Indemnification Agreement was filed with the SEC as Exhibit 10 (g) to the Company’s Annual Report on Form 10-K with the SEC on February 26, 2009)   Company’s Press Release dated August 31, 2009

This 8-K includes forward-looking statements. Although Southern Union believes that its expectations are based on reasonable assumptions, it can give no assurance that such assumptions will materialize. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein are enumerated in Southern Union's Forms 10-K and 10-Q as filed with the Securities and Exchange Commission. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SOUTHERN UNION COMPANY
	(Registrant)
Date: August 31, 2009	By:	/s/ Robert M. Kerrigan, III
		Robert M. Kerrigan, III
		Vice President - Assistant General Counsel and Secretary

EXHIBIT INDEX

                            Exhibit No.                              Description

10.1     99.1 First Amendment to the Indemnification Agreement between the Company and Mr. Herschmann (The form of Mr. Herschmann’s Indemnification Agreement was filed with the SEC as Exhibit 10 (g) to the Company’s Annual Report on Form 10-K with the SEC on February 26, 2009)   Company’s Press Release dated August 31, 2009

EX-10.1

FIRST AMENDMENT TO

INDEMNIFICATION AGREEMENT

This First Amendment to Indemnification Agreement (the “Amendment”) is made as of the date set forth below, by and between Southern Union Company (the “Company”) and Eric D. Herschmann (the “Indemnitee”).

RECITALS

WHEREAS, the Company and Indemnitee entered into that certain Indemnification Agreement (the “Agreement”) dated February 25, 2009; and

WHEREAS, the Company and Indemnitee wish to amend the Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1.Section 1 of the Agreement is hereby amended and replaced in its entirety as follows:

“Section 1.         Services to the Company.  Indemnitee agrees to serve the Company as a member of the Board of Directors of the Company (the “Board”) and in the office listed below his or her name on the signature page hereof (the “Office”).  Indemnitee may at any time and for any reason resign from the Board or such Office (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee as a member of the Board or in such Office.  This Agreement shall not be deemed an employment contract between Indemnitee and the Company (or any other entity of which Indemnitee is or was serving in any capacity at the request of the Company).  The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a member of the Board or in the Office.”

2.           All defined terms in this Amendment, to the extent not defined herein, shall have the same meaning as set forth in the Agreement.

3.           Except as modified by this Amendment, the Agreement shall remain in full force and effect as originally written.  All references to the Agreement shall mean and refer to the Agreement as amended by this Amendment.

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed as of the day and year set forth below.

SOUTHERN UNION COMPANY

By:   /s/ Robert M. Kerrigan, III-------------------------

Robert M. Kerrigan, III

Vice President- Assistant General Counsel & Secretary

INDEMNITEE

By:   /s/ Eric D. Herschmann-----------------------------

Eric D. Herschmann

Vice Chairman, President & Chief Operating Officer

DATE: August 31, 2009

EX-99.1

09-15

For further information:

John F. Walsh

Vice President - Investor Relations

Southern Union Company

212-659-3208

SOUTHERN UNION APPOINTS ERIC D. HERSCHMANN DIRECTOR AND VICE CHAIRMAN

HOUSTON, August 31, 2009 — Southern Union Company (NYSE:SUG) today announced the appointment of Eric D. Herschmann to the Board of Directors of the Company, effective immediately, to serve for a term ending with the Company’s 2010 annual meeting of shareholders.  Mr. Herschmann was also named Vice Chairman of the Board. 

Mr. Herschmann, 45, continues to serve as President & Chief Operating Officer of the Company, a position to which he was named in May 2008, having previously served as the Company’s Senior Executive Vice President from November 2005 to May 2008 and as its Interim General Counsel from January 2005 to October 2007.  Mr. Herschmann has acted as outside counsel for the Company since 1997 and as its national litigation counsel since 1999. 

Mr. Herschmann earned a juris doctor degree from the Benjamin Cardozo School of Law in 1987 and a bachelor of arts degree from Yeshiva University in 1984.  He resides in Englewood, New Jersey.

Southern Union further announced that it had accepted resignations tendered by Messrs. Stephen C. Beasley and Michael J. Egan, who were elected to the Board of Directors in May 2009.  Such resignations were tendered pursuant to a March 2009 settlement agreement between the Company and Sandell Asset Management Corp. and its affiliates. 

About Southern Union Company

Southern Union Company, headquartered in Houston, is one of the nation’s leading diversified natural gas companies, engaged primarily in the transportation, storage, gathering, processing and distribution of natural gas. The company owns and operates one of the nation’s largest natural gas pipeline systems with approximately 20,000 miles of gathering and transportation pipelines and one of North America’s largest liquefied natural gas import terminals, along with serving more than half a million natural gas end-user customers in Missouri and Massachusetts.  For further information, visit www.sug.com.

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