11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C.  20549

____________________________

FORM 11-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

[  ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXHANGE ACT OF 1934

For the transition period from_______________ to _______________

Commission File No. 1- 6407

____________________________

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

SOUTHERN UNION SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

SOUTHERN UNION COMPANY

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	75-0571592 (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

SOUTHERN UNION SAVINGS PLAN

FORM 11-K

December 31, 2009

Table of Contents

		Page
Report of Independent Registered Public Accounting Firm		2
Financial Statements:
	Statements of Net Assets Available for Plan Benefits	3
	Statement of Changes in Net Assets Available for Plan Benefits	4
	Notes to Financial Statements	5
Supplemental Schedule:
	Schedule H, line 4i – Schedule of Assets Held at End of Year	14
Signatures		15

Index to Exhibit  16

Note:  All other schedules required by section 2520.103-10 of the Department of Labor’s rules and regulations for reporting and disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

1

Report of Independent Registered Public Accounting Firm

To The Participants and Plan Administrator of the

      Southern Union Company Savings Plan

We have audited the accompanying statements of net assets available for benefits of Southern Union Company Savings Plan (the “Plan”) as of December 31, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended December 31, 2009. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and the changes in net assets available for benefits for the year ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplementary information is the responsibility of the Plan's management. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects i n relation to the basic financial statements taken as a whole.

/s/ McConnell & Jones LLP

Houston, Texas

June 16, 2010

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SOUTHERN UNION SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

	December 31,
	2009		2008
Assets:
Investments, at fair value:
Southern Union Company common stock	$	44,469,409	$	24,115,249
Mutual funds		132,907,625		89,349,139
Common/collective trust		28,472,342		25,991,333
Participant loans		8,672,405		7,173,388
Participant-directed brokerage accounts		2,260,813		722,677
Interest bearing cash		31,223		13,288
Total investments		216,813,817		147,365,074
Receivables:
Employer contributions		483,456		4,405
Participant contributions		412,263		6,626
Total receivables		895,719		11,031
Total assets		217,709,536		147,376,105
Total liabilities		-		-
Net assets, at fair value		217,709,536		147,376,105
Adjustment from fair value to contract value for common/collective
trust fund investment contracts		1,504,223		3,243,107
Net assets available for plan benefits	$	219,213,759	$	150,619,212

The accompanying notes are an integral part of these financial statements.

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SOUTHERN UNION SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

	Year Ended
	December 31, 2009
Additions to net assets attributed to:
Investment income
Interest and dividends	$	5,078,397
Net appreciation in fair value of investments		43,085,026
Total investment income, net		48,163,423
Contributions
Employer		15,028,941
Participant		14,118,328
Rollover		556,411
Total contributions		29,703,680
Total additions		77,867,103
Deductions from net assets attributed to:
Distributions to participants		9,191,402
Administrative expenses		81,154
Total deductions		9,272,556
Net increase		68,594,547
Net assets available for plan benefits:
Beginning of year		150,619,212
End of year	$	219,213,759

The accompanying notes are an integral part of these financial statements.

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SOUTHERN UNION SAVINGS PLAN

1.  Description of Plan

The following brief description of the Southern Union Savings Plan (the Plan) provides only general information.  Plan participants (Participants) should refer to the Plan document for a more complete description of the Plan’s provisions.

General.  The Plan is a defined contribution plan sponsored by Southern Union Company (the Company).  The Plan covers the majority of the employees of the Company and its participating divisions and subsidiaries on the date employment commences.

The Plan is designed to comply with Section 4975(e)(7) and the regulations provided thereunder of the Internal Revenue Code of 1986, as amended (the Code), and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions.  Each year, Participants may elect to contribute a portion of their pretax and after-tax compensation up to the Internal Revenue Service (IRS) limits to the Plan.  In addition, Participants may also transfer into the Plan amounts representing qualified rollovers from other defined benefit or contribution plans.

New employees of the Company are automatically enrolled at a pre-tax contribution rate of three percent.  These contributions are automatically invested in a target retirement date fund based on the employee’s date of birth and a retirement age of 65.  Such employees may subsequently change their contribution percentage and investment election at any time via the Plan’s record keeper.

The Company makes matching contributions to the Plan based on the formulas outlined in the Plan’s provisions.  The Company has also elected to make retirement power contributions, as defined in the Plan, to eligible Participants.

Participants may direct their contributions plus all of the Company’s contributions (both matching and retirement power contributions, as applicable) into various investment options offered by the Plan.  During the year ended December 31, 2009, the Plan offered 15 mutual funds, one common/collective trust and Company stock as investment options.  Additionally, the Plan provides Participants the opportunity to participate in Participant-directed brokerage accounts.  Contributions are subject to certain limitations.

Participant Accounts.  Each Participant’s account is credited with the Participant’s directed contribution and allocations of (a) the Company’s contributions, (b) Plan earnings and (c) a charge for an allocation of investment and administrative expenses.  Allocations are based on Participant earnings or account balances, as defined.  The benefit to which a Participant is entitled is the benefit that can be provided from the Participant’s vested account.

Vesting.  Participants are immediately vested in their contributions plus actual earnings thereon.  Vesting in the Company’s contribution portion of a Participant’s account is based on years of credited service with a graded vesting schedule that varies in accordance with the terms of the Plan.  Each of the Plan’s vesting schedules provide for 100 percent vesting after five or six years of credited service.

Participant Loans.  Participants may borrow from their investment fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 reduced by the highest outstanding balance of the Participant’s loans from the Plan during the one year period ending on the day before the loan is made or one-half of the Participant’s vested balance.  The loans are made from the Participant’s eligible account balance and bear interest at rates commensurate with local prevailing rates as determined by the Plan administrator.   Principal and interest is paid ratably through payroll deductions.  In the event of a default of a Participant loan balance, the related loan balance would be reported as a deemed dis tribution to the Participant.

Payment of Benefits.  Participants are eligible to receive a distribution of their vested account balance upon separation from service due to retirement, disability, death (in which case payment will be made to the designated beneficiary) or termination of employment.  Distributions of benefits are made in a single cash lump sum or as in-kind distributions of Company stock.  In-kind distributions are limited to the extent of the value of the Participant’s investment in Company stock.  The Plan provides for in-service withdrawals for hardship reasons, for Participants who have attained age 59 ½ or who have qualified roll-over contributions.

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SOUTHERN UNION SAVINGS PLAN

The Plan allows automatic lump-sum distributions if the present value of the terminated Participant’s vested account balance is less than $1,000 in the aggregate.

Voting Rights.  Each Participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and is notified by the Company prior to the time that such rights may be exercised.  The Trustee is not permitted to vote any allocated share for which instructions have not been given by a Participant.  The Trustee, as directed by the Company, votes any unallocated shares on behalf of the collective best interest of Participants and beneficiaries.

2.  Summary of Significant Accounting Policies

The Financial Accounting Standards Board (FASB) Accounting Standards Codification (Codification) became effective on July 1, 2009, officially becoming the single source of authoritative nongovernmental accounting principles generally accepted in the United States of America (GAAP), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related accounting literature. Only one level of authoritative GAAP now exists. All other accounting literature is considered non-authoritative. The Codification reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent str ucture. Also included in the Codification is relevant SEC guidance organized using the same topical structure in separate sections within the Codification. The Codification is effective for financial statements that cover interim and annual periods ending after September 15, 2009.  The Plan’s financial statements have only been impacted to the extent that all references to authoritative accounting literature have been referenced in accordance with the Codification.

Basis of Accounting.  The accompanying Plan financial statements are prepared on the accrual basis of accounting in accordance with GAAP.

Use of Estimates.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Risks and Uncertainties.  The Plan provides for various investment options in various combinations of investment funds.  Investment funds are exposed to various risks, including but not limited to interest rates and market and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect Participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.

Contributions.  Contributions to the Plan from Participants are recorded in the period that payroll deductions are made from Participants.

Payment of Benefits.  Benefits are recorded when paid.

Investment Valuation and Income Recognition.  The Plan’s investments are stated at fair values with the exception of the JP Morgan Stable Value Fund (SVF), a separately managed fund, which is stated at fair value with the related adjustment amount from contract value disclosed in the Statements of Net Assets Available for Plan Benefits at December 31, 2009 and 2008.  The Statement of Changes in Net Assets Available for Plan Benefits is prepared on a contract value basis.  Mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end.  The Company’s common stock is valued at fair market value as q uoted on the New York Stock Exchange.  Participant loans are valued at cost, which approximates fair value.  Participant-directed brokerage accounts are generally valued using quoted market prices.

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SOUTHERN UNION SAVINGS PLAN

Purchases and sales of securities are recorded on a trade-date basis.  Interest is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.

See Note 4 – Fair Value Measurements for related disclosures regarding the Plan’s investments that are recorded at fair value.

Forfeited Accounts.  When certain terminations of participation in the Plan occur, the nonvested portion of the Participant’s account represents a forfeiture.  Forfeitures are used to pay the Plan’s administrative expenses and reduce employer matching contributions.  Forfeited nonvested accounts totaled $117,700 and $56,500 at December 31, 2009 and 2008, respectively.  During the year ended December 31, 2009, $9,200 of forfeitures were used to pay administrative expenses of the Plan and $119,000 was used to reduce employer matching contributions.

New Accounting Principles

Accounting Principles Recently Adopted

In June 2009 and February 2010, the FASB issued authoritative guidance that establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. This guidance establishes (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance is effective for reporting periods ending after June 15, 2009.

In April 2009, the FASB issued authoritative guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased and also includes guidance on identifying circumstances that indicate a transaction is not orderly.  The provisions of the guidance are applied prospectively and are effective for reporting periods ending after June 15, 2009.  This guidance did not materially impact the Plan’s financial statements.

In September 2009, the FASB issued authoritative guidance regarding the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent) and requires disclosure by major category of investment about the attributes of applicable investments.  The guidance is effective for interim and annual reporting periods ending after December 15, 2009, with early adoption permitted.  See Note 4 – Fair Value Measurements, which reflects the disclosure required by this guidance applicable to certain of the Plan’s assets.

Accounting Principles Not Yet Adopted

In January 2010, the FASB issued authoritative guidance to improve disclosure requirements related to fair value measurements.  This guidance requires new disclosures associated with the three tier fair value hierarchy for transfers in and out of Levels 1 and 2 and for activity within Level 3.  It also clarifies existing disclosure requirements related to the level of disaggregation and disclosures about certain inputs and valuation techniques.  This guidance is effective for interim or annual financial periods beginning after December 15, 2009, except for the disclosures related to activity within Level 3, which is effective for interim or annual financial periods beginning after December 15, 2010.  The Company is currently evaluating the impact of this guidance on the Plan’s financial statem ents.

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SOUTHERN UNION SAVINGS PLAN

3.  Investments

Stable Value Fund

During 2009 and 2008, the Plan held investments in the SVF, which is a separately managed fund.  The SVF invests in a common/collective trust which consists of a high quality fixed income portfolio combined with investment contracts, commonly referred to as wrap contracts, issued by insurance companies and other financial institutions for a fee.  The fixed income portfolio consists of investment grade fixed income securities, primarily U.S. Treasury, agency, corporate, mortgage-backed, asset-backed, and privately placed mortgage debt.  The SVF is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The issuer of the wrap contract guarantees a zero percent minimum rate of return (effectively providing principal preservation of Participant ass ets in the fund) and provides full benefit responsiveness, provided that all terms of the wrap contract have been met. Wrap contracts are normally purchased from issuers rated in the top three long-term rating categories (equaling A- or above). The fair value of the SVF equals the total of the fair value of the underlying assets plus the total wrap contract rebid value, which is calculated by discounting the annual rebid fee, due to rebid, over the duration of the contract’s assets.

As of December 31, 2009 and 2008, there were no reserves against the wrap contracts’ carrying values due to credit risks of the issuers. The crediting interest rates for the wrap contracts are based upon a formula agreed with the issuer with the requirement that interest rates may not be less than zero percent. Interest rates are typically reviewed on a quarterly basis for resetting, but may be reviewed more frequently. Certain events limit the ability of the Plan to transact at contract value with the wrap issuer. However, the Plan’s management is not aware of the occurrence or likely occurrence of any such events, which would limit the Plan’s ability to transact at contract value with participants. The issuer may terminate a wrap contract for cause at any time.

The fair value of underlying assets of the SVF other than the wrap contracts, which included investments in money market funds and various debt and fixed income securities, is determined by the trustees of the SVF using a combination of readily available most recent market bid prices in the principal markets where such funds and securities are traded, pricing services that use valuation matrices incorporating dealer supplied valuations and valuation models, valuation inputs such as structure of the issue, cash flow assumptions and the value of underlying assets and guarantees. The fair value of the wrap contracts is determined using a discounted cash flow model using market data and considers recent fee bids as determined by recognized dealers.

The Statements of Net Assets Available for Plan Benefits includes the fair value of the underlying assets and wrap contracts of the SVF based on the proportionate ownership of the Plan’s participants.

The average yields earned by all wrap contracts held by the Plan’s common/collective trust were approximately 4.03 percent and 6.53 percent for the years ended December 31, 2009 and 2008, respectively. The average yields earned by the Plan for all wrap contracts held by the Plan’s common/collective trust based on the actual interest rates credited to participants were approximately 2.38 percent and 3.43 percent for the years ended December 31, 2009 and 2008, respectively.

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SOUTHERN UNION SAVINGS PLAN

Other Investment Related Disclosures

The following presents the Plan’s allocated and unallocated investments as of the dates indicated.  Investments that represent five percent or more of the Plan’s net assets are separately identified.

	December 31,
	2009		2008
Common stock,
Southern Union Company common stock	$	44,469,409	$	24,115,249
Mutual funds
PIMCO total return fund		21,567,466		16,152,981
JPMorgan smart retirement 2020		21,133,591		13,769,899
JPMorgan equity index		14,547,536		10,977,315
JPMorgan intrepid growth		13,509,472		9,369,733
SSgA international stock selection		13,587,065		9,862,472
Common/collective trust,
JPMorgan stable value fund		28,472,342		25,991,333
Other investments less than 5%		50,854,531		29,952,704
Participant loans (1)		8,672,405		7,173,388
Total investments	$	216,813,817	$	147,365,074

___________________

(1)   Less than five percent of plan net assets.

The appreciation in value applicable to Plan investments (including gains and losses on investments bought and sold, as well as held during the year) for 2009 was as follows:

Southern Union Company common stock	$	18,847,714
Common/collective trust		595,126
Mutual funds		23,642,186
Total appreciation	$	43,085,026

4. Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

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SOUTHERN UNION SAVINGS PLAN

The fair value hierarchy requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  A three-tier fair value hierarchy, which prioritizes the inputs used to measure fair value is as follows:

·   Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities;

·   Level 2 – Observable inputs such as: (i) quoted prices for similar assets or liabilities in active markets; (ii) quoted prices for identical or similar assets or liabilities in markets that are not active and do not require significant adjustment based on unobservable inputs; or (iii) valuations based on pricing models, discounted cash flow methodologies or similar techniques where significant inputs (e.g., interest rates, yield curves, etc.) are derived principally from observable market data, or can be corroborated by observable market data, for substantially the full term of the assets or liabilities; and

·   Level 3 – Unobservable inputs, including valuations based on pricing models, discounted cash flow methodologies or similar techniques where at least one significant model assumption or input is unobservable.  Unobservable inputs are used to the extent that observable inputs are not available and reflect the Plan’s own assumptions about the assumptions market participants would use in pricing the assets or liabilities.  Unobservable inputs are based on the best information available in the circumstances, which might include the Plan’s own data.

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SOUTHERN UNION SAVINGS PLAN

Investments measured at fair value on a recurring basis consisted of the following types of instruments at the dates indicated (Level 1, 2 and 3 inputs are defined above):

	Fair Value		Fair Value Measurements at December 31, 2009
	as of		Using Fair Value Hierarchy
	December 31, 2009		Level 1		Level 2		Level 3
Southern Union common stock	$	44,469,409	$	44,469,409	$	-	$	-
Mutual funds  (1)		132,907,625		132,907,625		-		-
Common/collective trust (2)		28,472,342		-		28,472,342		-
Participant loans  (3)		8,672,405		-		-		8,672,405
Other		2,260,813		-		2,260,813		-
Interest bearing cash		31,223		31,223		-		-
Total	$	216,813,817	$	177,408,257	$	30,733,155	$	8,672,405

	Fair Value		Fair Value Measurements at December 31, 2008
	as of		Using Fair Value Hierarchy
	December 31, 2008		Level 1		Level 2		Level 3
Southern Union common stock	$	24,115,249	$	24,115,249	$	-	$	-
Mutual funds  (1)		89,349,139		89,349,139		-		-
Common/collective trust (2)		25,991,333		-		25,991,333		-
Participant loans  (3)		7,173,388		-		-		7,173,388
Other		722,677		-		722,677		-
Interest bearing cash		13,288		13,288		-		-
Total	$	147,365,074	$	113,477,676	$	26,714,010	$	7,173,388

(1)   These mutual funds primarily invest in a diversified portfolio of equity securities, fixed income securities, and cash.  As of December 31, 2009, mutual funds were comprised of approximately 33 percent target date retirement funds, 27 percent blended funds, 16 percent intermediate-term bond funds, 11 percent growth funds, 12 percent value funds, and 1 percent retirement income funds.  As of December 31, 2008, mutual funds were comprised of approximately 30 percent target date retirement funds, 28 percent blended funds, 18 percent intermediate-term bond funds, 11 percent growth funds, 12 percent value funds, and 1 percent retirement income funds.

(2)   This fund primarily invests in high quality intermediate-maturity fixed-income investments and benefit responsive wrap contracts.  This investment is redeemable on a daily basis at the net asset value per share of the investment.  See Note 3 – Investments-Stable Value Investments for additional related information.

(3)   See Note 1 – Description of Plan – Participant Loans for additional related information.

 

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SOUTHERN UNION SAVINGS PLAN

The following table sets forth a summary of changes in the fair value of the Plan’s Level 3 assets at the dates indicated:

	Level 3 Assets
	Year Ended December 31,
	2009		2008
	Participant Loans
Balance, beginning of year	$	7,173,388	$	7,358,311
Issuances and settlements (net)		1,499,017		(184,923	)
Balance, end of year	$	8,672,405	$	7,173,388

The Plan’s investments in the Company’s common stock and mutual funds are valued based on active market quotes. The valuation techniques used to measure fair value of the common/collective trust are included in Note 3 – Investments – Stable Value Fund.  The participant loans, all of which mature by the end of August 2036 and are secured by vested account balances of borrowing participants, are recorded at their carrying values, which approximated their fair values at December 31, 2009 and 2008.

5.  Concentration of Market Risk

Approximately 20 percent and 16 percent of the Plan’s net assets available for benefits as of December 31, 2009 and 2008, respectively, were invested in the Company's common stock.  As a result of this concentration, any significant fluctuation in the market value of this stock could affect individual Participant accounts and the net assets of the Plan.

6.  Administration of Plan Assets

The Trustee of the Plan holds the Plan’s assets.  Contributions are held and managed by the Trustee, who invests cash received, interest and dividend income and makes distributions to Participants.  Administrative expenses for the Trustee’s fees are paid by the Plan.

Certain administrative functions are performed by officers or employees of the Company.  No such officer or employee receives compensation from the Plan.

7.  Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of termination or partial termination of the Plan, or in the event of a permanent discontinuance of contributions to the Plan by an employer, the accounts of all affected Participants as of the date of such termination, partial termination or discontinuance would become 100 percent vested and nonforfeitable.  Upon such event, the assets of the Trust would be held and administered by the Trustee for the benefit of the Participants in the same manner and with the same powers, rights, duties, and privileges prescribed in the Plan until the Trust has been fully distributed pursuant to the applicable provisions of Article 6 of the Plan.

8.  Tax Status

The Plan received a favorable determination letter from the IRS dated March 2, 2007.  Although the Plan has been amended since receiving this determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code and is exempt from federal income taxes.

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SOUTHERN UNION SAVINGS PLAN

9.  Related Party Transactions

Plan investments included certain mutual funds and a common/collective trust managed by JP Morgan.  JP Morgan performs recordkeeping functions of the Plan and serves as trustee of the Plan.  Therefore these transactions qualify as party-in-interest transactions.  Additionally, the Plan maintains investments in the Company’s common stock.

10.  Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500 at the dates indicated:

	December 31,
	2009			2008
Net assets available for benefits per the
financial statements	$	219,213,759		$	150,619,212
Adjustment from contract value to fair value
for fully benefit-responsive contracts		(1,504,223	)		(3,243,107	)
Net assets available for benefits per Form 5500	$	217,709,536		$	147,376,105

The following is a reconciliation of the changes in net assets per the financial statements to Form 5500 for the period presented:

	Year Ended December 31, 2009
	Amounts per Financial Statement			Contract Value to Fair Value Adjustment		Other Reconciliation  Item			Amount per         Form 5500
Total additions	$	77,867,103		$	1,738,884	$	170,268		$	79,776,255
Distributions to participants		(9,191,402	)		-		-			(9,191,402	)
Administrative expenses		(81,154	)		-		(170,268	)		(251,422	)
Net increase	$	68,594,547		$	1,738,884	$	-		$	70,333,431

 

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SOUTHERN UNION SAVINGS PLAN

EIN: 75-0571592  PLAN NUMBER: 002
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2009
(a)		(b)	(c)	(d)	(e)
		IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY	DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, RATE OF INTEREST, COLLATERAL, PAR, OR MATURITY VALUE	COST	CURRENT VALUE
	*	Southern Union Company Stock Fund	Common stock	N/R	$	44,469,409
	*	JPMorgan Stable Value Fund	Common/collective trust	N/R		28,472,342
	*	JPMorgan Equity Index	Mutual funds	N/R		14,547,536
		SSgA International Stock Selection	"	N/R		13,587,065
	*	JPMorgan Smart Retirement 2020	"	N/R		21,133,591
	*	JPMorgan Intrepid Growth	"	N/R		13,509,472
		PIMCO Total Return	"	N/R		21,567,466
		Columbia Mid Cap Value	"	N/R		8,712,872
		Lord Abbett Affiliated	"	N/R		6,514,073
		Oppenheimer Main Street Small Cap	"	N/R		7,410,356
	*	JPMorgan Smart Retirement 2015	"	N/R		8,273,725
	*	JPMorgan Smart Retirement 2030	"	N/R		6,226,890
	*	JPMorgan Smart Retirement 2010	"	N/R		3,693,009
	*	JPMorgan Smart Retirement 2040	"	N/R		4,620,384
		Allianz CCM Mid Cap	"	N/R		1,268,986
	*	JPMorgan Smart Retirement Income	"	N/R		1,059,464
	*	JPMorgan US Equity Select	"	N/R		782,736
	*	Loans with interest rates ranging from	Participant loans
		4.25% to 10.50%		-0-		8,672,405
	*	Participant-directed brokerage accounts	Other	N/R		2,260,813
		Interest bearing cash	Other	N/R		31,223
				Total investments	$	216,813,817

___________________

* A party-in-interest as defined by ERISA

N/R – Participant-directed investment, cost not required to be reported

See notes to financial statements

14

SIGNATURES

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

	SOUTHERN UNION COMPANY SAVINGS PLAN
	(Name of Plan)
Date: June 16,  2010	By /s/ RICHARD N. MARSHALL
	Richard N. Marshall                         Senior Vice President and Chief Financial Officer

15

INDEX TO EXHIBIT

Exhibit No.	Description
23.1	Consent of Independent Registered Public Accounting Firm – McConnell & Jones LLP

16

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 33-37261 and 333-162897 on Form S-8 of Southern Union Company, of our report dated June 16, 2010, appearing in this Annual report on Form 11-K of the Southern Union Company Savings Plan (the “Plan”) for the year ended December 31, 2009.

/s/ McConnell & Jones LLP

Houston, Texas

June 16, 2010