Exhibit 10.2


    
      

    

     

    Exhibit
      10.2

     

    

      162(m)
        of
        the Internal Revenue Code unless any such grant of restricted stock is made
        pursuant to a performance based benchmark established by the Compensation
        Committee.

      


      Other
        Awards.
        In the
        case of other awards, the participant generally will recognize ordinary income
        in an amount equal to any cash received and the fair market value of any
        shares
        received on the date of payment or the date of delivery of the underlying
        shares
        and the Company generally will be entitled to a corresponding tax
        deduction.

      


      If
        an
        award under the Amended 2003 Plan constitutes a deferral of compensation
        subject
        to the requirements of section 409A of the Internal Revenue Code, and if
        the
        award fails to meet those requirements or to be operated in accordance with
        those requirements, the recipient of the award will realize taxable income,
        generally, at the time of the deferral (or, if later, at the time the award
        ceases to be subject to a substantial risk of forfeiture), and an interest
        charge and additional 20% tax will also apply. It is anticipated, however,
        that
        any awards under the Amended 2003 Plan that are subject to the requirements
        of
        section 409A will be made and administered in accordance with those
        requirements.

      


      New
        Plan Benefits

      


      In
        general, the awards that will be granted to eligible participants under the
        Amended 2003 Plan are subject to the discretion of the Compensation Committee
        and, therefore, are not determinable at this time. The Amended 2003 Plan
        provides that each non-employee director will receive annually a restricted
        stock award totaling 2,000 shares (or such lesser or greater amount (but
        not to
        exceed 4,000 shares) as the Compensation Committee, in its absolute discretion,
        may determine), or, at the election of the director, options having an
        equivalent value, which will be granted at such time or times as the
        Compensation Committee shall determine.

      


      2003
        Stock and Incentive Plan Awards

      


      The
        following awards have been made under the 2003 Stock and Incentive Plan.
        On
        February 6, 2004, the Compensation Committee authorized the award of up to
        800,000 options under the 2003 Stock and Incentive Plan. On the same date,
        694,500 options were awarded to senior level executives of the Company and
        below, excluding members of the Executive Committee. The awarded options
        vest
        over a five-year period. The exercise price of the options is
        $17.67.

      


       

      Vote
        Required and Board Recommendation

       

      


      The
        proposal to amend the 2003 Stock and Incentive Plan requires the approving
        vote
        of a majority of the votes cast at the Annual Meeting. Broker non-votes and
        abstentions will have no effect on the vote. The
        Board of Directors has adopted a resolution seeking stockholder approval
        of, and
        recommends a vote for, the amendment of the 2003 Stock and Incentive
        Plan.

      


      BOARD
        OF DIRECTORS

      


      Board
        Size and Composition

      


      Currently,
        the Board of Directors is comprised of 11 directors and is divided into three
        classes, each of which serves a staggered three-year term. The terms of the
        Class III directors expire at this year’s Annual Meeting. The terms of the Class
        I directors are scheduled to expire in 2006, and the terms of Class II directors
        are scheduled to expire in 2007.

      


      The
        following pages contain information concerning the current
        directors.

      


      Class
        III - Term Expires in 2005

      


      George
        L. Lindemann has
        been
        Chairman of the Board, Chief Executive Officer, a director and Chairman of
        the
        Executive Committee of the Board of Directors of Southern Union since 1990.
        He
        was Chairman of the Board and Chief Executive Officer of Metro Mobile CTS,
        Inc.
        from its formation in 1983 until April 1992. He has been President and a
        director of Cellular Dynamics, Inc., the managing general partner of Activated
        Communications Limited Partnership, a family investment entity, since 1982.
        Age:
        69.

    

     

     

    
      
         

      

      
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