0000950123-11-060070 Sample Contracts

NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT
Non-Competition, Non-Solicitation and Confidentiality Agreement • June 20th, 2011 • Energy Transfer Equity, L.P. • Natural gas transmission • New York

THIS NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is made as of June 15, 2011, by and between Eric D. Herschmann (the “Consultant”), Southern Union Company, a Delaware corporation (the “Company”) and Energy Transfer Equity, L.P. (“Parent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

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SUPPORT AGREEMENT
Support Agreement • June 20th, 2011 • Energy Transfer Equity, L.P. • Natural gas transmission • Delaware

This SUPPORT AGREEMENT, dated as of June 15, 2011 (this “Agreement”), is by and among Energy Transfer Equity, L.P., a Delaware limited partnership (“Parent”), Sigma Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Parent Parties”), George L. Lindemann, Dr. Frayda B. Lindemann, George L. Lindemann, Jr., Adam M. Lindemann, Sloan Lindemann Barnett, and Eric D. Herschmann (the “Stockholders”).

CONSULTING AGREEMENT
Consulting Agreement • June 20th, 2011 • Energy Transfer Equity, L.P. • Natural gas transmission • New York

This Consulting Agreement (this “Agreement”), dated June 15, 2011, by and among Southern Union Company, a Delaware corporation (the “Company”), Energy Transfer Equity, L.P. (“Parent”), and Eric D. Herschmann (“Consultant”), shall be effective as of the Effective Date (as hereinafter defined).

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