FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT

FIRST AMENDMENT TO

INDEMNIFICATION AGREEMENT

This First Amendment to Indemnification Agreement (the “Amendment”) is made as of the date set forth below, by and between Southern Union Company (the “Company”) and Eric D. Herschmann (the “Indemnitee”).

RECITALS

WHEREAS, the Company and Indemnitee entered into that certain Indemnification Agreement (the “Agreement”) dated February 25, 2009; and

WHEREAS, the Company and Indemnitee wish to amend the Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1.     Section 1 of the Agreement is hereby amended and replaced in its entirety as follows:

“Section 1.          Services to the Company .  Indemnitee agrees to serve the Company as a member of the Board of Directors of the Company (the “Board”) and in the office listed below his or her name on the signature page hereof (the &ldquo