THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Southern Union Company (SUG)

3/30/2006 Proxy Information

Prior to 1990, Mr. Denius had been Chairman and President of Southern Union Company.

Eric D. Herschmann was appointed Senior Executive Vice President of the Company in November 2005 and has served the Company as its Interim General Counsel since January 2005. Mr. Herschmann continues to serve as a partner of, and to be compensated by, the law firm of Kasowitz, Benson, Torres & Friedman, LLP (the "Kasowitz Firm"), which provides legal services to the Company and certain of its affiliates. During 2005, the total amount paid by the Company and its affiliates to the Kasowitz Firm for legal services (including disbursements) was $5,933,163. Although Mr. Herschmann is an executive officer of the Company, he is not an employee of the Company and does not receive a salary from the Company. Mr. Herschmann was eligible for, and did receive, certain restricted stock and option grants pursuant to the Amended 2003 Plan. Information concerning Mr. Herschmann's restricted stock and option grants is set forth under "Proposal Four -- New Plan Benefits -- 2005 Plan Awards" and was reported on Form 4 reports filed with the Securities and Exchange Commission on July 1, 2005 and January 4, 2006, respectively.

Since 1993, Southern Union has maintained executive offices in New York City for use by its Chairman of the Board, President and Chief Executive Officer and other Company executives, directors and representatives when conducting business there. Until October 1, 2004, the space Southern Union occupied was leased by Activated Communications, Inc. ("Activated"), an entity owned by Chairman Lindemann and members of his family. From 1993 until October of 2004, Southern Union reimbursed Activated in accordance with a cost sharing arrangement approved by disinterested directors in 1993 (the "Cost Sharing Arrangement"). Southern Union's payments to Activated for the periods July through September 2004 and fiscal years ended June 30, 2004 and 2003 for reimbursement of lease related expenses were $245,766, $713,000 and $690,000, respectively, which were calculated pursuant to the Cost Sharing Arrangement. During fiscal year 2003, Southern Union renovated the office space and, during the renovation period, Southern Union leased temporary space at a cost of $313,000 for shared use by Company personnel and representatives, and other non-Company personnel who maintain offices in the leased space, including director Adam M. Lindemann and persons employed by him or businesses he controls.

In 2004, the Audit Committee reevaluated the Cost Sharing Arrangement and determined that it is in the Company's best interest to maintain a presence in New York City. Based on such reevaluation, Southern Union agreed to assume the lease from Activated and to enter into a sublease arrangement with Activated (the "Sublease"). Nevertheless, both Activated and Southern Union have operated as though the Sublease was in effect as of October 1, 2004. The Sublease requires payments in advance from Activated with the payment based on the direct space utilized by Activated and a portion of certain common area office space. During 2005, Activated paid the Company $198,602.92 for rent and lease related expenses incurred under the sublease.

Certain Southern Union executive officers, directors and employees invested an aggregate of approximately $2,600,000 and beneficially held in the aggregate approximately a 3% equity ownership interest either directly, indirectly or through a partnership unrelated to Southern Union, in Advent Networks, Inc. ("Advent"), a private technology company in which Southern Union also maintained an investment. Additionally, a wholly owned subsidiary of Southern Union had guaranteed a $4,000,000 line of credit between Advent and a bank.

On March 24, 2005, Advent's board of directors approved the filing of a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the Western District of Texas. As a result, Southern Union recorded a $4 million liability associated with the guarantee by a subsidiary of the Company of a line of credit between Advent and a bank in the first quarter of 2005. Subsequent to the bankruptcy filing on April 8, 2005, Advent defaulted on its $4 million line of credit and the guarantee liability was funded. Also as of March 31, 2005, the Company recorded a $508,000 other-than-temporary impairment of its remaining unreserved investment in Advent. The total charge of $4.5 was reflected in other income, net in the Consolidated Statement of Operations for the quarter ended March 31, 2005.

In January 2000, the Company advanced $308,000 and entered into a note agreement with Dennis K. Morgan, its Senior Vice President -- Litigation. The note called for monthly payments of $1,500 commencing on February 15, 2000 and for payment of the outstanding principal balance and any accrued but unpaid interest on January 27, 2010. The note bore interest at five basis points plus the Eurodollar Rate per annum and was uncollateralized. Mr. Morgan remained current in his payments and, during 2005, the largest principal amount due was $274,406. On August 8, 2005, Mr. Morgan paid the remaining outstanding balance.

4/7/2005 Proxy Information

Prior to 1990, Frank W. Denius had been Chairman and President of Southern Union Company.

George L. Lindemann is the father of Adam M. Lindemann, a director of Southern Union Company.

In December 1999, the Company advanced $4,000,000 and entered into a note agreement with Thomas F. Karam, who is the President and Chief Operating Officer and a director of Southern Union. The note calls for nine annual payments of $569,510 commencing on December 20, 2000, and the outstanding principal balance and any accrued but unpaid interest are due and payable on December 20, 2009. The note bears interest at 7% per annum and is collateralized by the outstanding stock options of Mr. Karam. Mr. Karam is current in his payments and the outstanding balance of the note is $2,383,487, and during the six-month period ended December 31, 2004 the largest principal amount due was $2,856,304.

In January 2000, the Company advanced $308,000 and entered into a note agreement with Dennis K. Morgan, Executive Vice President - Regulatory and Litigation of Southern Union. The note calls for monthly payments of $1,500 commencing on February 15, 2000, and the outstanding principal balance and any accrued but unpaid interest due and payable on January 27, 2010. The note bears interest at five basis points plus the Eurodollar Rate per annum and is uncollateralized. Mr. Morgan is current in his payments and the outstanding balance of the note is $274,406, and during the six-month period ended December 31, 2004 the largest principal amount due was $280,313.

Since 1993 Southern Union has maintained executive offices in New York City for its Chairman and Vice Chairman, and for use by other Company executives, directors and representatives when conducting business there. Until October 1, 2004 the space Southern Union occupied was leased by Activated Communications, Inc. (“Activated”), an entity owned by Chairman Lindemann and members of his family. From 1993 until October of 2004, Southern Union reimbursed Activated in accordance with a cost sharing arrangement approved by disinterested directors in 1993 (the “Cost Sharing Arrangement”). Southern Union’s payments to Activated for the periods July through September 2004 and fiscal years ended June 30, 2004 and 2003 for reimbursement of lease related expenses were $245,766, $713,000 and $690,000, respectively, which were calculated pursuant to the Cost Sharing Arrangement. During fiscal year 2003, Southern Union renovated the office space and during the renovation period, Southern Union leased temporary space at a cost of $313,000 for shared use by Company personnel and representatives, and other non-Company personnel who maintain offices in the leased space, including director Adam Lindemann and persons employed by him or businesses he controls.

In 2004, the Audit Committee reevaluated the Cost Sharing Arrangement and determined that it is in the Company’s best interest to maintain a presence in New York City. Based on such reevaluation, Southern Union agreed to assume the lease from Activated and to enter into a sublease arrangement with Activated, subject to the consent of the owner of the building which was obtained on March 11, 2005. Nevertheless, both Activated and Southern Union have operated as though the sublease was in effect as of October 1, 2004. The sublease requires payments in advance from Activated with the payment based on the direct space utilized by Activated and a portion of certain common area office space. Activated paid the Company $67,400 for lease related expenses incurred under the sublease, from October 1, 2004 through December 31, 2004.

Certain Southern Union executive officers, directors and employees have invested an aggregate of approximately $2,600,000 and beneficially own in the aggregate approximately a three percent equity ownership interest either directly, indirectly or through a partnership unrelated to Southern Union, in Advent Networks, Inc. ("Advent"), a private technology company in which Southern Union also maintains an investment. As of December 31, 2004, the Company had a $508,000 equity investment in Advent after recognizing a $16,425,000 non-cash charge to reflect a decrease in the fair value of its investment during the quarter ended December 31, 2004. Additionally, a wholly owned subsidiary of Southern Union has guaranteed a $4,000,000 line of credit between Advent and a bank. Advent remains current and is not in default on this line of credit.

9/30/2004 Proxy Information

Adam M. Lindemann is the son of George L. Lindemann, Chairman of the Board and Chief Executive Officer of Southern Union.

In December 1999, the Company advanced $4,000,000 and entered into a note agreement with Thomas F. Karam, who is the President and Chief Operating Officer and a director of Southern Union. The note calls for nine annual payments of $569,510 commencing on December 20, 2000, and the outstanding principal balance and any accrued but unpaid interest are due and payable on December 20, 2009. The note bears interest at 7% per annum and is collateralized by the outstanding stock options of Mr. Karam. Mr. Karam is current in his payments and the outstanding balance of the note is $2,856,304, and during fiscal year 2004 the largest principal amount due was $3,203,986.

In January 2000, the Company advanced $308,000 and entered into a note agreement with Dennis K. Morgan, Executive Vice President -- Administration, General Counsel and Secretary of Southern Union. The note calls for monthly payments of $1,500 commencing on February 15, 2000, and the outstanding principal balance and any accrued but unpaid interest due and payable on January 27, 2010. The note bears interest at five basis points plus the Eurodollar Rate per annum and is uncollateralized. Mr. Morgan is current in his payments and the outstanding balance of the note is $280,313, and during fiscal year 2004 the largest principal amount due was $291,932.

Since 1993 Southern Union has maintained executive offices in New York City for its Chairman and Vice Chairman, and for use by other Company executives, directors and representatives when conducting business there. The space is sublet from Activated Communications, Inc. ("Activated"), an entity owned by Chairman Lindemann and members of his family. Payments to Activated during the fiscal years ended June 30, 2004, 2003, and 2002 for reimbursement of lease expenses were $713,000, $690,000 and $257,000, respectively, which were calculated pursuant to a cost sharing arrangement approved by disinterested directors in 1993. During fiscal 2003 Southern Union renovated the office space and during the renovation period, Southern Union leased temporary space at a cost of $313,000 for shared use by Company personnel and representatives, and other non-Company personnel who office in the leased space, including director Adam Lindemann and persons employed by him or businesses he controls.

The Audit Committee has recently reevaluated the 1993 cost sharing arrangement and has determined that it is in the Company's best interest to maintain a presence in New York City. Based on such reevaluation, Southern Union will assume the lease from Activated and enter into a sublease arrangement with Activated. The sublease will require payments in advance from Activated with the payment based on the direct space utilized by Activated and a portion of the common area office space.

Certain Southern Union executive officers, directors and employees have invested an aggregate of approximately $2,600,000 and beneficially own in the aggregate approximately a three percent equity ownership interest either directly, indirectly or through a partnership unrelated to Southern Union, in Advent Networks, Inc. (Advent), a private technology company in which Southern Union also maintains an investment. As of June 30, 2004, the Company had a $5,433,000 equity investment in, and held $11,500,000 of convertible notes of, Advent. All of the convertible notes bear interest at 10% per annum and convert into equity at a ratio determined upon the next equity financing of Advent or upon a change of control of Advent. The convertible notes may be due on demand at the request of Southern Union. Additionally, a wholly owned subsidiary of Southern Union has guaranteed a $4,000,000 line of credit between Advent and a bank.

10/8/2003 Proxy Information

Adam M. Lindemann is the son of George L. Lindemann, Chairman of the Board and Chief Executive Officer of Southern Union.

In December 1999, the Company advanced $4,000,000 and entered into a note agreement with Thomas F. Karam, President and Chief Operating Officer and a Director of Southern Union. The note calls for nine annual payments of $569,510 commencing on December 20, 2000 and the outstanding principal balance and any accrued but unpaid interest due and payable on December 20, 2009. The note bears interest at 7% and is collateralized by the outstanding stock options of Mr. Karam. Mr. Karam is current in his payments and the outstanding balance of the note is $3,203,986, and during fiscal year 2003 the largest principal amount due was $3,508,937.

In January 2000, the Company advanced $308,000 and entered into a note agreement with Dennis K. Morgan, Executive Vice President -- Administration, General Counsel and Secretary of Southern Union. The note calls for monthly payments of $1,500 commencing on February 15, 2000 and the outstanding principal balance and any accrued but unpaid interest due and payable on January 27, 2010. The note bears interest at five basis points plus the Eurodollar Rate and is uncollateralized. Mr. Morgan is current in his payments and the outstanding balance of the note is $291,932, and during fiscal year 2003 the largest principal amount due was $302,807.

Since 1993 Southern Union has maintained executive offices in New York City for its Chairman and Vice Chairman, and for use by other Company executives and representatives when conducting business there. The space is sublet from Activated Communications, Inc. ("Activated"), an entity owned by Chairman Lindemann and members of his family, and by Vice Chairman Brennan. Payments to Activated during the fiscal years ended June 30, 2003, 2002, and 2001 for reimbursement of lease expenses were $690,000, $257,000 and $259,000, respectively, which were calculated pursuant to a cost sharing arrangement approved by disinterested directors in 1993. During fiscal 2003 Southern Union renovated the office space at a total cost of approximately $4,650,000, including capitalized furniture and office equipment. During the renovation, Southern Union leased temporary space at a cost of $313,000 for shared use by Company personnel and representatives, and other non-Company personnel who office in the leased space, including Director Adam Lindemann and persons employed by him or businesses he controls. The Board and the Audit Committee are expected to reevaluate the 1993 cost sharing arrangement and enter into a new arrangement with Activated, which may encompass an assignment of its lease to Southern Union, after considering the foregoing expenses and ongoing use of the leased space.

Certain Southern Union directors, executive officers and employees have invested $1,545,000 and beneficially own in the aggregate approximately a two percent equity interest through a partnership unrelated to Southern Union, in Advent Networks, Inc. (Advent), a private technology company in which Southern Union also maintains an investment. As of June 30, 2002, the Company had a $5,433,000 equity investment in, and held $9,500,000 of convertible notes of, Advent. All of the convertible notes bear interest at 10% per annum and convert into equity at a ratio determined upon the next equity financing of Advent or upon a change of control of Advent. The convertible notes may be due on demand at the request of Southern Union. Additionally, a wholly owned subsidiary of Southern Union has guaranteed a $4,000,000 line of credit between Advent and a bank.