0001047469-12-008845 Sample Contracts

SOUTHCROSS ENERGY PARTNERS, L.P. PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • September 14th, 2012 • Southcross Energy Partners, L.P. • Natural gas transmission • Delaware

Pursuant to this Phantom Unit Agreement, dated as of [ ], 2012 (this “Agreement”), Southcross Energy GP, LLC (the “Company”), as the general partner of Southcross Energy Partners, L.P. (the “Partnership”), hereby grants to [ ] (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the Southcross Energy Partners, L.P. 2012 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

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SOUTHCROSS ENERGY LLC SEVERANCE AGREEMENT August 6, 2009
Severance Agreement • September 14th, 2012 • Southcross Energy Partners, L.P. • Natural gas transmission

On behalf of Southcross Energy LLC and its wholly owned subsidiary Southcross Energy GP LLC (the “Company”), we are pleased to offer you the following terms in connection with your employment or service relationship with the Company or any of its direct or indirect subsidiaries. Your employment or service relationship with the Company or any of its direct or indirect subsidiaries is on an at-will basis and will continue on an at-will basis following the execution of this Severance Agreement. Thus, you or the Company or any of its direct or indirect subsidiaries may terminate your employment or service relationship for any reason and at any time, with or without notice. The Termination Benefits (as defined below) as outlined in this letter do not, in any way, amend the terms of your employment or service relationship.

SEVERANCE AGREEMENT
Severance Agreement • September 14th, 2012 • Southcross Energy Partners, L.P. • Natural gas transmission • Texas

This Severance Agreement (“Agreement”) is between Southcross Energy GP, LLC, (the “Company”), and J. Michael Anderson (the “Employee”) and is effective as of April 2, 2012 (the “Effective Date”).

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