ex10g.htm


    Exhibit
10(g)

    

      INDEMNIFICATION AGREEMENT

       

      


      This
Indemnification Agreement (the “Agreement”) is made as of the date set forth
below, by and between Southern Union Company (the “Company”) and the person
(“Indemnitee”) listed on the signature page hereof.

       

      RECITALS

       

      WHEREAS,
the Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company.

       

      WHEREAS,
the Bylaws of the Company (the “Governing Document”) provides current and former
directors and officers of the Company certain rights to indemnification and
advancement of expenses.

       

      WHEREAS,
Indemnitee wishes to ensure that the rights to indemnification and advancement
of expenses to which Indemnitee is currently entitled under the Governing
Document will not be eliminated, diminished or otherwise adversely affected
without Indemnitee’s consent.

       

      WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee
to the fullest extent provided in, and on the terms and conditions set forth in,
the Governing Document as in effect on the date this Agreement is executed by
Indemnitee and the Company, so that such contractual obligations shall not be
adversely affected by subsequent amendments to the Governing
Document.

       

      NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree 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”)] [in the office listed
below his or her name on the signature page hereof (the “Office”)]. Indemnitee
may at any time and for any reason resign from [the Board] [such Office (subject
to any other contractual obligation or any obligation imposed by operation of
law)], in which event the Company shall have no obligation under this Agreement
to continue Indemnitee [as a member of the Board] [in such Office]. This
Agreement shall not be deemed an employment contract between Indemnitee and the
Company (or any other entity of which Indemnitee is or was serving in any
capacity at the request of the Company). The foregoing notwithstanding, this
Agreement shall continue in force after Indemnitee has ceased to serve [as a
member of the Board] [in the Office].

       

      Section
2. Right to Indemnification and
Advancement of Expenses.  Indemnitee shall be indemnified and
advanced expenses to the fullest extent provided in, and upon the terms and
conditions set forth in, Article XI of the Governing Document as such Article is
in effect as of the date of this Agreement, and such Article is hereby
incorporated into this Agreement by reference thereto.  In addition to
the foregoing provision, in the event the Governing Document is amended
following the date of this Agreement to increase or otherwise enhance the rights
of any current or former director or officer of the Company to indemnification
or advancement of expenses, Indemnitee shall be entitled to such increased or
enhanced rights to the same extent as such current or former director or
officer.  For the avoidance of doubt, in the event the Governing
Document is amended following the date of this Agreement to decrease or
otherwise limit the rights of any indemnification or advancement of expenses for
a current or former director or officer of the Company, Indemnitee shall
continue to be entitled to the same indemnification and advancement rights as
Indemnitee is entitled to under this Agreement on the date of this
Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      In any
suit brought by the Indemnitee to enforce a right to indemnification provided
for under Article XI of the Governing Document or this Agreement or to an
advancement of expenses hereunder, or brought by the Company to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the Indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under Article XI of the Governing Document, this
Agreement or otherwise shall be on the Company.

       

      Section
3. Non-exclusivity; Survival of
Rights.  The rights of indemnification and advancement of
expenses provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the
Certificate of Incorporation of the Company, the Bylaws of the Company, any
agreement, a vote of stockholders or a resolution of directors, or
otherwise.

       

      Section
4. Amendment and
Waiver.  No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions of this Agreement nor shall any
waiver constitute a continuing waiver.

       

      Section
5. Applicable Law and Forum
Selection.  This Agreement and the legal relations among the
parties shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware, without regard to its conflict of laws
rules.  The Company and Indemnitee hereby irrevocably and
unconditionally (i) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in the Delaware Court of
Chancery, and not in any other state or federal court in the United States of
America or any court in any other country, (ii) consent to submit to the
exclusive jurisdiction of the Delaware Court of Chancery for purposes of any
action or proceeding arising out of or in connection with this Agreement, (iii)
waive any objection to the laying of venue of any such action or proceeding in
the Delaware Court of Chancery, and (iv) waive, and agree not to plead or to
make, any claim that any such action or proceeding brought in the Delaware Court
of Chancery has been brought in an improper or inconvenient forum. The Company appoints, to
the extent it is not otherwise subject to service of process in the State of
Delaware, The Corporation Trust Company, Wilmington, Delaware, as such party’s
agent for acceptance of legal process in connection with any action or
proceeding against the Company arising out of or in connection with this
Agreement with the same legal force and validity as if served upon the Company
personally within the State of Delaware.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
day and year set forth below.

       

      SOUTHERN
UNION COMPANY

      


       

      By: 
/s/ ROBERT M. KERRIGAN,
III

      
        	
                 

                 

                 
      

              	
                Robert
      M. Kerrigan, III

                Vice
      President- Assistant General Counsel &
  Secretary

              


      

      


      


      INDEMNITEE

      


      


      By: 
________________________

      


      [Director] [Officer]

      


       

      DATE:
___________