On December 15, 2008, the Compensation Committee ("Compensation Committee") of the Board of Directors of Southern Union Company (the "Company") approved equity awards to certain officers of the Company pursuant to the Company's Second Amended and Restated 2003 Stock and Incentive Plan (the "Plan"). On the same date, the Company's Board of Directors, upon recommendation of the Compensation Committee, approved equity awards to the Company's Chairman and Chief Executive Officer and the Company's President and Chief Operating Officer. The equity awards issued to Named Executive Officers (included in the Company's proxy statement) were as follows:

                       Stock Options     Restricted Shares
Name                   (# of Shares)        (# of Shares)

George L. Lindemann        500,000

Eric D. Herschmann               207,066            292,934

                     Stock Appreciation    Cash Restricted Units
Name                Rights (# of Shares)       (# of Shares)

Robert O. Bond              95,336                23,195

Monica M. Gaudiosi                 95,336             23,195

Richard N. Marshall         95,336                23,195

Each stock option was awarded at an exercise price of $12.55 per share, which was equal to the closing price of the Company's common stock on December 15, 2008 (the "Grant Date"). The stock options awarded to Messrs. Lindemann and Herschmann will vest in equal annual installments on the first, second and third anniversaries of the Grant Date. The awards of both Messrs. Lindemann and Herschmann will terminate on the tenth anniversary of the Grant Date, unless earlier terminated in accordance with the Plan. The equity award to Mr. Lindemann, which for 2008 is comprised solely of stock options, reflects a focus on performance compensation and represents a decrease in equity award value, as compared to his December 2007 grant.

The restricted shares awarded to Mr. Herschmann permit him to receive, on predetermined dates upon expiration of applicable restrictions, shares in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on such dates. Restrictions on the award to Mr. Herschmann will expire in equal annual installments on the first, second and third anniversaries of the Grant Date, unless earlier terminated in accordance with the Plan.

Each stock appreciation right ("SAR") awarded will be settled only in shares of the Company's common stock at an exercise price of $12.55 per share, which was equal to the closing price of the Company's common stock on the Grant Date. The SARs awards vest in equal annual installments on the first, second and third anniversaries of the Grant Date, and terminate on the tenth anniversary of the Grant Date, unless earlier terminated in accordance with the Plan. Until Company common stock is issued in settlement of the SARs, the grantee will not be deemed for any purpose to be, or have rights as, a Company shareholder including receipt of dividend equivalents with respect to the SARs.

Grants of stock options, restricted shares, SARs and cash restricted units were made pursuant to the Form of Long Term Incentive Award Agreement, which was filed as Exhibit 99.1 to Southern Union's Current Report on Form 8-K filed on January 3, 2007 and incorporated herein by reference.