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Explanation of Responses:
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1)
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On July 19, 2011, the Company entered into a Second Amended and Restated Agreement and Plan of Merger with Energy Transfer Equity, L.P. ("ETE") and Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of September 14, 2011 (the "Merger Agreement"). Pursuant to the Merger Agreement, ETE exercised its right to request that the Company eliminate from the Southern Union Savings Plan (the "Savings Plan") all shares of Company common stock. Accordingly, the trustee of the Savings Plan liquidated all shares of Company common stock held in the Savings Plan, including those held by the Reporting Person. The share price reflected represents the average sale price realized by the trustee of the Savings Plan in open market trading on all shares held in the Savings Plan.
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This information concerns shares held under the Issuer's Supplemental Deferred Compensation Plan. Shares in the Supplemental Deferred Compensation Plan are purchased by the Plan Trustee, at the sole discretion of the Plan Trustee, at such prices as were available in the open market at the time of purchase.
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3)
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The options are fully vested and exercisable.
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4)
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Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.07 per share, which was equal to the closing price on December 28, 2006 ("Grant Date 2006"). The Stock appreciation rights granted on Grant Date 2006 are fully vested and exercisable.
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5)
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Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.48 per share, which was equal to the closing price on December 17, 2007 ("Grant Date 2007"). The Stock appreciation rights granted on grant Date 2007 are fully vested and exerciseable.
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6)
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8,546 cash restricted stock units were awarded to the Reporting Person on December 15, 2008 ("Grant Date 2008"). The cash restricted stock units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, cash 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 will expire in equal installments on the first, second and third anniversaries of Grant Date 2008. To date, restrictions have expired on 5,697 of the cash restricted stock units. Restrictions on an additional 2849 cash restricted units will expire on December 15, 2011.
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Stock appreciation rights will be settled in shares of common stock at an exercise price of $12.55 per share, which was equal to the closing price on the Grant Date 2008. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2008. As such, 23,416 stock appreciation rights have vested and are exercisable. An additional 11,708 stock appreciation rights will vest on December 15, 2011.
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8)
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4,902 cash restricted stock units were awarded to the Reporting Person on December 15, 2009 ("Grant Date 2009"). The cash restricted stock units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, cash 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 will expire in equal installments on the first, second and third anniversaries of Grant Date 2009. To date, restrictions have expired on 1,634 cash restricted stock units. Restrictions on an additional 1,634 cash restricted stock units will expire on December 15, 2011.
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9)
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Stock appreciation rights will be settled in shares of common stock at an exercise price of $21.64 per share, which was equal to the closing price on the Grant Date 2009. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. As such, 5,735 stock appreciation rights have vested and are exerciseable. An additional 5,735 stock appreciation rights will vest on December 15, 2011.
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10)
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4,236 cash restricted stock units were awarded to the Reporting Person on December 13, 2010 ("Grant Date 2010"). The cash restricted stock units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, cash 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 will expire in equal installments on the first, second and third anniversaries of Grant Date 2010. Restrictions on 1,412 cash restricted stock units will expire on December 13, 2011.
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11)
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Stock appreciation rights will be settled in shares of common stock at an exercise price of $24.80 per share, which was equal to the closing price on the Grant Date 2010. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2010. As such 4,691 stock appreciation rights will vest on December 13, 2011.
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3,565 cash restricted stock units ("RSUs") were awarded to the Reporting Person on November 6, 2011 ("Grant Date 2011"). The RSUs were awarded in accordance with the Company's Third Amended and Restated 2003 Stock and Incentive Plan. The RSUs permit the Reporting Person to receive cash 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 the dates such restrictions expire. Restrictions on such award will expire in equal amounts on the first, second and third anniversaries of Grant Date 2011, unless the restrictions are earlier terminated in accordance with the Plan or the applicable award agreement.
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On July 19, 2011, the Company entered into a Second Amended and Restated Agreement and Plan of Merger with Energy Transfer Equity, L.P. ("ETE") and Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE (as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of September 14, 2011, the "Merger Agreement"). The RSUs awarded to the Reporting Person will be treated in accordance with the terms and conditions of the Merger Agreement. The Merger Agreement is available in its entirety as Annex A to the Company's definitive Proxy Statement filed with the SEC on October 27, 2011.
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