8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 11, 2005

SOUTHERN STAR CENTRAL CORP.

______________________

(Exact name of registrant as specified in its charter)

Delaware	333-110979		04-3712210
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
4700 Highway 56, Owensboro, KY		42301
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:  (270) 852-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□

Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R.

 230.425)

□

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. 240.14a-12)

□

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange  Act (17 C.F.R. 240.14d-2(b))

□

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c))

_________________________________________________________________________________________________

Item 1.01.

Entry into a Material Definitive Agreement.

Employment Agreements:

On August 11, 2005, in connection with a change in control of Southern Star Central Corp, or the Company, (as described in Item 5.01 below), the Company and its wholly-owned subsidiary, Southern Star Central Gas Pipeline, Inc., or Central, entered into employment agreements with each of Robert S. Bahnick, Senior Vice President, Operations and Technical Services; Robert W. Carlton, Vice President, Human Resources and Administration; Chris W. Ellison, Vice President, Operations; David L. Finley, Vice President, Information Technology; Beverly H. Griffith, Senior Vice President, General Counsel and Corporate Secretary; James L. Harder, Vice President, Customer Services and Business Development; Susanne W. Harris, Vice President, Finance and Accounting and Controller; Daryl R. Johnson, Vice President, Rates and Regulatory; and R ichard J. Reischman, Vice President, Operations.  Each of the employment agreements provides for a five-year term and an annual base salary and aggregate five-year retention bonuses, payable in installments over the five-year term of the employment agreements,  as follows:  Mr. Bahnick, $200,000 salary and $1,062,500 retention bonus; Mr. Carlton, $130,312.50 salary and $937,500 retention bonus; Mr. Ellison, $139,725 salary and $700,000 retention bonus; Mr. Finley, $128,750 salary and $825,000 retention bonus; Ms. Griffith, $192,400 salary and $825,000 retention bonus; Mr. Harder, $149,709.65 salary and $1,062,500 retention bonus; Ms. Harris, $140,062.50 salary and $937,500 retention bonus; Mr. Johnson, $141,034.50 salary and $1,250,000 retention bonus; and Mr. Reischman, $128,750 salary and $700,000 retention bonus.  In addition to salary and retention bonus, each of the employment agreements provides for an annual incentive bonus of up to 50% of the employee’s annual salary, except for the employment agreements of Mr. Bahnick and Ms. Griffith, whose agreements provide for annual incentive bonuses of up to 75% of their annual salaries.

In addition, each employee is entitled to receive severance payments if (i) his or her employment is involuntarily terminated for any reason other than death, disability or Cause (as defined in the agreements) or (ii) if his or her employment is terminated by the employee for Good Reason (as defined in the agreements).  Such severance payments consist of an amount equal to two times the sum of the employee’s salary then in effect plus an amount equal to the average bonus percentage that had been paid to the employee during the course of the agreement applied to the employee’s salary then in effect.  The severance payment will be paid to the employee in one lump sum payment within 30 days of the termination of employment.  Each agreement also provides that, during the course of the agreement and for one year follow ing the termination of employment, the employee may not solicit employees or contractors away from Central or solicit the business of any client or customer of Central in any territory, state or country where Central conducts business.

Amendment to Employment Agreement:

On August 11, 2005, the Company and Central entered into an amendment to its employment agreement with Jerry L. Morris, Central’s President and Chief Operating Officer. Under the amendment, the term of Mr. Morris’ employment is extended to August 11, 2010.  In addition, Mr. Morris’ employment agreement was amended to provide for severance equal to two times the sum of his salary then in effect plus an amount equal to the average bonus percentage that had been paid to him during the course of the agreement applied to the his salary then in effect, if Mr. Morris’ employment is involuntarily terminated for any reason other than death, disability or Cause (as defined in the agreement) or if employment is terminated by Mr. Morris for Good Reason (as defined in the agreement).  The severance is payable in a lu mp sum within 30 days of the termination of Mr. Morris’ employment.  In addition to the salary provided under Mr. Morris’ original employment agreement, the amendment provides for an aggregate five-year retention bonus of $4,200,000 payable in installments over the five-year term of the employment agreement.

Service Agreements:

On August 11, 2005, Central and Western Frontier Company, L.L.C., a wholly owned subsidiary of the Company, or Western Frontier, entered into an Operating Company Services Agreement with EFS Services, LLC, or EFS, a wholly owned subsidiary of General Electric Company.  Pursuant to the Operating Company Services Agreement, EFS will provide certain consulting services to Central and Western Frontier for a service fee of $250,000 per fiscal quarter, plus the reimbursement of reasonable expenses up to $200,000 in a 12-month period incurred by EFS in providing such services.  The Operating Company Services Agreement terminates at such time as a wholly owned subsidiary of General Electric Company or any of its affiliates ceases to beneficially own any securities of EFS-SSCC Holdings, LLC, the parent company of the Company, or Parent.  In addition, on August 11, 2005, the Company and Parent entered into an Administrative Services Agreement with EFS pursuant to which EFS provides certain administrative services to the Company and Parent.  Pursuant to the terms of the agreement, EFS is not paid a fee for its services, however, it is entitled to be reimbursed for the reasonable expenses it incurs in providing such services.

Copies of the employment agreements, the employment agreement amendment, the operating company services agreement and the administrative services agreement are filed herewith as Exhibits 99.1 through 99.12 and are incorporated herein by reference.

Item 1.02.

Termination of a Material Definitive Agreement.

In connection with the change of control of the Company (as described in Item 5.01 below), the Management Agreement, dated as of April 26, 2004 (the “Management Agreement”), among AIG Highstar Capital, L.P., or Highstar, Central and Western Frontier was terminated effective as of the closing of the sale of Highstar’s interest in the Company on August 11, 2005.  Pursuant to the Management Agreement, Highstar provided general management services to Central and Western Frontier with respect to the assets, conduct of business and management of operations of Central and Western Frontier.  No penalty was incurred in connection with the termination of the Management Agreement.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with the change of control of the Company (described in Item 5.01 below) on August 11, 2005, the Company issued a promissory note to Highstar in the aggregate principal amount of $7,250,000.  The promissory note is payable on May 1, 2006 or, if earlier, the occurrence of certain restricted payments under the Indenture or refinancing of indebtedness by the Company or its subsidiaries.  

A copy of the promissory note is filed herewith as Exhibit 99.13 and is incorporated herein by reference.

Item 2.04.

Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Pursuant to an Indenture, dated as of August 8, 2003, by and among the Company and Deutsche Bank Trust Company Americas, as Trustee, the Company must offer to repurchase an aggregate principal amount of $180 million 8.5% senior secured notes issued by the Company.  Each holder of notes has the right to require the Company to repurchase all or any part of such holder’s notes at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase.  The Company must within 30 days following the closing of the change of control described in Item 5.01 below provide notice to each holder of notes describing the change of control and offering to repurchase the notes on a date which is no earlier than 30 days and no later than 60 days from the date s uch notice is mailed by the Company.

Item 5.01.

Change in Control of Registrant.

On August 11, 2005, GE Commercial Finance Energy Financial Services and Caisse de depot et placement du Quebec through their ownership of Parent acquired control of all of the outstanding capital stock of the Company owned by Highstar.  Parent entered into a Purchase Agreement with Highstar pursuant to which Parent acquired all of the outstanding capital stock of the Company held by Highstar for a purchase price (subject to customary adjustments) of $362 million cash, plus the assumption of $467 million in debt and preferred stock, such that following the transaction Parent owned all of the outstanding capital stock of the Company.  In addition to the cash purchase price paid by Parent to acquire the capital stock, Parent caused the Company to issue a promissory note to Highstar as described in Item 2.03 above.

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective at the closing of the change of control of the Company (as described in Item 5.01 above), each of Aaron D. Gold, William J. Haener, Christopher H. Lee, Michael J. Miller and Michael J. Walsh resigned as members of the Board of Directors of the Company.  Mr. Lee also resigned as President of the Company; Mr. Walsh resigned as Treasurer of the Company; and Mr. Gold resigned as Secretary of the Company.  

The following persons were appointed to fill four vacancies on the Board of Directors of the Company effective at the closing of the change of control of the Company:  Bruno Guilmette, Ghislain Gauthier, Alex Urquhart and Kevin Walsh.  The newly instated Board of Directors of the Company appointed the following executive officers:  Jerry L. Morris - President and Chief Executive Officer; Susanne W. Harris – Vice President, Chief Financial Officer and Treasurer; and Beverly H. Griffith – Vice President and Secretary. Biographical information regarding each of the newly appointed directors and officers of the Company is set forth below.

Bruno Guilmette, 39, became a director of the Company on August 11, 2005.  Mr. Guilmette currently serves as Senior Director – Investments within the private equity group in the Infrastructure and Energy team, at Caisse de dépôt et placement du Québec since May, 1997.  He has been working within this team since 1997 where he has started as a manager.   Prior to joining Caisse in 1997, Bruno was with Credit Suisse First Boston in Montreal where he focused on investment banking activities. Mr. Guilmette is a Chartered Accountant, holds an M.B.A. from McGill University and holds a CFA charter from the CFA Institute.

Ghislain Gauthier, 52, became a director of the Company on August 11, 2005.  Mr. Gauthier currently serves as Senior Vice-President – Investments within the private equity group in the Infrastructure and Energy team, at Caisse de dépôt et placement du Québec since January, 1982.  He is responsible for the development and management of a large portfolio of investments in large companies in the energy and infrastructure sectors.  In 1982, after a number of years at the Business Development Bank of Canada and Export Development Canada, Mr. Gauthier joined the Caisse, specializing mainly in private equity and stock market investments.  In recent years, he has built and implemented an extensive private equity investment program for North America and Europe.  He has also been in charge of deve loping the private equity investment strategy in the energy and infrastructure sectors.  Mr. Gauthier is a member of the Board of Directors of Gaz Metro Limited Partnership, a natural gas distributor in Quebec.  Mr. Gauthier holds a BBA from Université du Québec and a CFA charter from the CFA Institute.

Alex Urquhart, 46, became a director of the Company on August 11, 2005.  Mr. Urquhart currently serves as President and Chief Executive Officer of GE Commercial Finance Energy Financial Services, a position he assumed in December 2003.  Mr. Urquhart joined the General Electric Company in 1981 and transitioned to GE Capital in 1985.  During his employment with GE and its affiliates, he has held a variety of positions, including Senior Vice President and Director of New Business Development for GE Structured Finance from 1993 to 1994 and Senior Vice President and Director of Infrastructure Finance for GE Structured Finance from January to December 1994.  From January 1995 to June of 1998, he was head of Domestic Origination for GE Structured Finance, with responsibility for the Energy, Telecom, Industrial and Tran sportation sectors.  In June 1998, Mr. Urquhart became Managing Director of GE Global Energy, a position he held until December 2003. Mr. Urquhart was appointed an officer of General Electric Company in April 2005.  Mr. Urquhart received a B.S. Degree from the Virginia Polytechnic Institute and State University and an M.B.A. from the University of Connecticut.

Kevin Walsh, 45, became a director of the Company on August 11, 2005. Mr. Walsh has served as Managing Director of Portfolio at GE Commercial Finance Energy Financial Services in Stamford, CT, since January 2004. Prior to that assignment, beginning in January 2000, he was Managing Director, e-Business for GE Structured Finance. From 1998 to 2000, Mr. Walsh was Managing Director in GE Structured Finance's Printing, Paper and Forest Products Group. From 1996 to 1998, he served as a sales originator at Structured Finance, and from 1995 to 1996, as Managing Director, Capital Markets. From 1993 to 1995, he served as a Director in Structured Finance's London office, from 1992 to 1993, in Stamford, CT, as Vice President of Project Finance Sales and from 1990 to 1992, as Assistant Vice President of Sales.  From 1988 to 1990, he served as Program Manager of GE's Financial Management Program. At GE Aircraft Engines, Mr. Walsh was Region Manager of Customer Financing Programs for commercial aircraft and industrial/power generation programs, a position he held from 1986 until 1988. He began his GE career in 1985,  when Mr. Walsh served as Region Manager of GE's International Credit and Collections Operations.  Mr. Walsh graduated cum laude from Fairfield University, where he received a B.S. in Finance and Business Management. He subsequently graduated from General Electric's Financial Management Program.

Jerry L. Morris, 50 , became President and Chief Executive Officer of the Company on August 11, 2005 and became President and Chief Operating Officer of Central on February 13, 2004. Previously, he served as Central’s Vice President/Director of Business Development since September 2001, and held the position of Director of Rates and Strategic Planning for Central and/or its predecessors or affiliates since 1987. Mr. Morris has held a variety of positions in accounting, business development and rates during his 28 years in the interstate natural gas pipeline industry. He received his B.S. in Accounting from Murray State University in 1977, and his M.B.A. from the same institution in 1985. He is active in several industry organizations.

Susanne W. Harris, 46, became Vice President, Chief Financial Officer and Treasurer of the Company on August 11, 2005.  Ms. Harris has served as Vice President of Finance and Accounting of Central since July 2003, has served as Assistant Treasurer for Central since November 2002, and has served as Central’s Controller and Chief Accounting Officer since March 2000, serving in a similar position for its affiliates since 1997. Ms. Harris has held a variety of positions in finance and accounting during her 26 years in the interstate natural gas pipeline industry. Ms. Harris earned her B.S. in Accounting from Brescia College in 1979 and her M.B.A. from Murray State University in 1989. She is a member of Accounting Committees for the American Gas Association and the Interstate Natural Gas Association of America.

Beverly H. Griffith, 50, became Vice President and Secretary of the Company on August 11, 2005 and Senior Vice President, General Counsel and Corporate Secretary of Central in July 2003.  She served as Corporate Secretary since November of 2002, and served as Central’s General Counsel since 1998, holding a similar position for Central or its predecessors and/or its affiliates since 1995. Ms. Griffith has held a variety of positions in the legal area, including Assistant General Counsel and Senior Attorney, during her 26-year career in the interstate natural gas pipeline industry. She received her B.A. in History from the University of Mississippi in 1976 and her Juris Doctor from the University of Kentucky College of Law in 1979. Ms. Griffith is a member of the Kentucky Bar Association and the Energy B ar Association.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the change of control of the Company described in Item 5.01, the Company entered into a Recapitalization Agreement with Parent.  Pursuant to the Recapitalization Agreement, Parent surrendered to the Company for cancellation all of the Series A Preferred Stock, and all rights therein, of the Company in exchange for the reissuance of 20.633 treasury common shares to Parent.  The remaining 1.587 treasury common shares were cancelled pursuant to the Recapitalization Agreement.

In connection with the Recapitalization Agreement, the Company amended and restated its certificate of incorporation to eliminate all authorized preferred stock and reduce the authorized number of shares of capital stock to 100 shares of common stock.  The Company has issued all 100 shares of common stock to Parent.  The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on August 11, 2005.

Copies of the Recapitalization Agreement and Amended and Restated Certificate of Incorporation are filed herewith as Exhibits 99.14 and 99.15 and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(c)

Exhibits

99.1

Employment Agreement, dated as of August 11, 2005, among the Company, Central and Robert S. Bahnick.

99.2

Employment Agreement, dated as of August 11, 2005, among the Company, Central and Robert W. Carlton.

99.3

Employment Agreement, dated as of August 11, 2005, among the Company, Central and Chris W. Ellison.

99.4

Employment Agreement, dated as of August 11, 2005, among the Company, Central and David L. Finley.

99.5

Employment Agreement, dated as of August 11, 2005, among the Company, Central and Beverly H. Griffith.

99.6

Employment Agreement, dated as of August 11, 2005, among the Company, Central and James Harder.

99.7

Employment Agreement, dated as of August 11, 2005, among the Company, Central and Susanne W. Harris.

99.8

Employment Agreement, dated as of August 11, 2005, among the Company, Central and Daryl R. Johnson.

99.9

Employment Agreement, dated as of August 11, 2005, among the Company, Central and Richard J. Reischman.

99.10

Amendment to Employment Agreement, dated as of August 11, 2005, among the Company, Central and Jerry L. Morris.

99.11

Operating Company Services Agreement, dated as of August 11, 2005, among Central, Western Frontier Pipeline Company, L.L.C. and EFS Services, LLC.

99.12

Administrative Services Agreement, dated as of August 11, 2005, among EFS, Parent and the Company.

99.13

Promissory Note, dated August 11, 2005, in the aggregate principal amount of $7,250,000 made by the Company in favor of Highstar.

99.14

Recapitalization Agreement, dated as of August 11, 2005, between Parent and the Company.

99.15

Amended and Restated Certificate of Incorporation of the Company, dated August 11, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  August 17, 2005	SOUTHERN STAR CENTRAL CORP. /s/ Jerry L. Morris
	Jerry L. Morris President and Chief Executive Officer

EX-99

EX-99

SOUTHERN STAR CENTRAL CORP.

SOUTHERN STAR CENTRAL GAS PIPELINE, INC.

c/o AIG Highstar Capital, L.P.

599 Lexington Avenue, 25^th Floor

New York, NY  10022

August 11, 2005

Robert W. Carlton

3655 Treehaven Bend

Owensboro, KY 42303

Dear Rob:

This letter (referred to herein as the “Agreement”) when signed by both of us, sets forth in its entirety the terms and conditions upon which you, Robert W. Carlton (“you” or the “Executive”) will be employed by Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”).

1.

During the term of your employment hereunder, you will work for SSCGP in an executive capacity with a title of Vice President, Human Resources and Administration and will report to the President and Chief Operating Officer.  You will have such powers, perform such duties and hold such offices as may be assigned or delegated to you from time to time by the Chairman of the Board of Directors (the “Chairman”) or the Board of Directors of the Company (the “Board”).  You will devote your full attention and expend your best efforts, energies and skills on an exclusive and full-time basis to the business of SSCGP and its affiliates.  Your principal place of employment will be in Owensboro, Kentucky, except for such time as you may be required to travel in connection with the performance of your duties; however , subject to Paragraph 4(d), you acknowledge that SSCGP or the Board may change your principal place of employment, upon reasonable notification and accommodation of transition related issues, provided that in each case such accommodation will be at the full discretion of SSCGP or the Board.  The effective date of the Agreement is the closing date of the acquisition of the Company and SSCGP by General Electric Capital Corporation.

2.

In full consideration of all of the services to be rendered by you under this Agreement, SSCGP will pay you a base salary at the rate of one hundred thirty thousand three hundred twelve dollars and fifty cents ($130,312.50) per year (that being the effective rate commencing October 2, 2004) during the term of your employment hereunder, payable in accordance with SSCGP’s existing compensation policies.  Your base salary will be reviewed during the term of your employment hereunder at such times as the salaries of executive officers in general are reviewed and may be increased taking into account, among other things, individual performance and general business conditions.  You will also be eligible to receive an annual incentive bonus in an amount up to 50% of your base salary (the “Annual Bonus Award Percentage& #148;) in accordance with the SSCGP Incentive Bonus Plan then in effect, subject to the Company’s review and adjustment in the ordinary course of business.  

3.

In addition to the foregoing compensation, you shall be entitled, during the term of your employment hereunder, to the following:

(a)

Participation in and coverage under the medical insurance, dental insurance, retirement, 401(k) savings and other similar plans and programs that are generally provided by SSCGP to its employees, in each case in accordance with the terms and subject to the conditions of such plans and programs as in effect from time to time hereafter (including deduction by SSCGP from your compensation of such amounts as may be necessary for the maintenance of such coverage), except as otherwise provided in this Agreement.  

(b)

Paid vacations and holidays in accordance with SSCGP’s policy generally applicable to its employees as in effect from time to time hereafter.

(c)

Reimbursement of all authorized, reasonable travel, entertainment and other expenses paid or incurred by you in the performance of your business obligations hereunder and in accordance with SSCGP’s policies and guidelines as in effect from time to time hereafter.  You shall provide receipts or other appropriate evidence of such expenses as SSCGP may request from time to time.

4.

Subject to earlier termination pursuant to the provisions of Paragraphs 4(b), 4(c), 4(d), 4(e) and 4(f) below, the term of your employment hereunder is for a period of five (5) years commencing as of the date of this Agreement and terminating on the fifth anniversary of the date of this Agreement (the “Initial Term”); provided, however, the term of this Agreement shall be automatically extended for one-year terms on the expiration of the Initial Term or such extended term unless either party to this Agreement notifies the other in writing at least ninety (90) days prior to the expiration of the Initial Term or any extended term that such party does not want the term to be extended.  

(a)

In the event of your death at any time during the term hereof, your employment by SSCGP shall be deemed to have ceased as of the date of your death.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you or your beneficiaries arising out of this Agreement, except for benefits available to you (or your designated beneficiary) under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan year which you were eligible and any authorized but unreimbursed expenses.

(b)

In the event you satisfy the eligibility requirements for benefits under SSCGP’s long-term disability insurance program (or such other long term disability program as SSCGP or one of its affiliates maintains for the benefit of the Executive), your employment by SSCGP shall be deemed to have ceased as of the first day you fulfill the eligibility requirements to receive such benefit.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you arising out of this Agreement, except for benefits available to you under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan yea r for which you were eligible and any authorized but unreimbursed expenses.

(c)

During the term of your employment hereunder, in the event the Board directs a change in the Executive’s principal place of employment to a location that is more than 50 miles from the Executive’s current place of employment, Executive shall have the right to terminate this agreement and except as provided in Paragraph 6, Executive shall receive, in lieu of any other severance benefit payable under the terms of this Agreement, a severance payment equal to the severance payment otherwise payable to an eligible employee with equivalent service  under the Southern Star Severance Pay Plan (Non-union) or any successor plan thereto (“SSCGP Severance Plan”).  

(d)

If, during the term of this Agreement, your employment is involuntarily terminated by the Company other than for death, disability or Cause, as that term is defined below, or, if your employment is voluntarily terminated by you for Good Reason as defined below, except as provided in Paragraph 6, you will be paid a severance benefit equal to two (2) times the sum of (i) your annual base salary then in effect plus (ii) an amount equal to an average of your Annual Bonus Award Percentage paid during the term of this Agreement, including any subsequent renewal periods, for up to the three full years preceding the termination of your employment, applied to your annual base salary then in effect.  For purposes of this Agreement, your annual bonus shall mean the amount paid to you under the SSCGP Incentive Bonus Plan and shall not include a ny compensation which may be payable to you pursuant to Paragraph 6 of this Agreement or any other incentive compensation program or award.  Any severance pay set forth in this Paragraph 4(e) shall be paid in one lump sum payment within 30 days after the effective date of your employment termination date, net of applicable withholding taxes and any other amounts due the Company or any of its subsidiaries or affiliates.  If you resign voluntarily from SSCGP other than for Good Reason, as defined below, you will not be entitled to any benefits set forth in this Paragraph 4(e).  If you receive severance benefits under the terms of this Paragraph 4(e), you shall not be entitled to any severance benefits under the SSCGP Severance Plan.

(e)

SSCGP shall have the right at any time to terminate your employment hereunder for Cause, which termination shall be effective immediately upon the issuance by SSCGP of written notice to you.  For the purposes of this Agreement, “Cause” shall mean (i) the intentional refusal (except by reason of incapacity due to physical or mental illness or disability) by you to devote your entire business time to the performance of your duties hereunder as provided in Paragraph 1 above, (ii) a breach by you of the provisions of  SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A), (iii) your conviction (including a conviction on a nolo contendre plea) of a felony, (iv) your theft or misappropriation of assets of SSCGP, or any of its subsidiaries or affiliates, (v) any willful, intentional or g rossly negligent act by you having the effect of injuring the reputation or business of SSCGP, or any of its subsidiaries or affiliates, or (vi) your repeated or continued failure, neglect or refusal, to perform your duties as an employee of SSCGP (including but not limited to your failure to cooperate with an investigation by any governmental authority).  

(f)

For purposes of this Agreement, “Good Reason” means that any one or more of the following have occurred:

(i)

without the express prior written consent of the Executive, SSCGP effects any material adverse change(s) in any of the position, duties, authority or responsibilities of the Executive which are inconsistent in any material respect with the Executive’s position, authority, duties or responsibilities as contemplated by Paragraph 1 of this Agreement, which action is not remedied by SSCGP promptly after receipt of notice thereof given by the Executive;

(ii)

a reduction by SSCGP of Executive’s base annual salary as in effect on the Effective Date, or as the same may be increased from time to time thereafter without the consent of the Executive;

(iii)

any failure by the SSCGP to comply with any of the provisions of Paragraph 3 of this Agreement, other than an insubstantial and inadvertent failure remedied by SSCGP promptly after receipt of notice thereof given by the Executive; or

(iv)

any purported termination by the Company of the Executive’s employment for Cause which is not effected pursuant to a Notice of Termination (as hereinafter defined).  

Any termination of Executive’s employment by SSCGP for Cause or by Executive for Good Reason shall be communicated by written notice of termination to the other party hereto, which notice (a “Notice of Termination”) shall indicate the nature of the termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination.

As a condition of receiving the consideration set forth in Paragraphs 4(c), 4(d) and 4(e), you will be required to sign a general waiver and release of any claims you may have against SSCGP, the Company, and any of its subsidiaries or affiliates as well as a non-solicitation agreement.   

Executive’s continued employment for a period of up to sixty (60) days from the date of an event giving rise to Good Reason shall not constitute a consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.  Executive’s continued employment for any period thereafter shall constitute a consent to and a waiver of rights with respect to, any circumstance constituting Good Reason herein (except to the extent there is a pending dispute with respect to the existence of Good Reason within sixty (60) days from the date of the purported event giving rise to Good Reason).

5.

Concurrently with the execution of this Agreement, you are executing SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A) and hereby agree to be bound by the terms thereof, all of which are incorporated into and made a part of this Agreement as set forth in full herein.

6.

In further consideration of the services to be performed under this Agreement, subject to the approval of the shareholders of the Company consistent with the approval standards of Section 280G(b)(5)(B) of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, the Company shall pay you the following amounts as of the dates set forth below, provided that, subject to the exceptions noted below, you remain in employment as of each such date:

Promptly upon the effective date hereof -

$ 234,375

First Anniversary -

$ 140,625

Second Anniversary -

$ 140,625

Third Anniversary -

$ 140,625

Fourth Anniversary -

$ 140,625

Fifth Anniversary -

$ 140,625

With the exception of the payment due on the effective date hereof, each payment referred to in this Paragraph 6 shall be paid in one lump sum payment within 30 days after the relevant date, net of applicable withholding taxes.  Notwithstanding the provisions of Paragraph 4, if your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraphs 4(a), 4(b), 4(d) or 4(e), any unpaid amounts per this Paragraph 6 will be paid to you (or in the case of your death, your beneficiary as designated by you on a form to be provided by the Company) in one lump sump payment, net of applicable withholding taxes, within 30 days after the effective date of your employment termination, provided that, if you resign voluntarily from SSCGP other than for Good Reason, or are terminated for Cause, as defined in Paragraph 4(f), you will forfeit any unpaid amounts that would otherwise be payable to you per this Paragraph 6.  If your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraph 4(c), you will receive any unpaid amounts that would otherwise be payable to you pursuant to this Paragraph 6 in accordance with the payment schedule set forth above as if there was no termination of employment.  

7.

You have represented that you have no agreement with or obligations to others in conflict with this Agreement and that your execution and delivery of this Agreement and your performance of your duties hereunder shall not result in a breach of, or constitute a default under, any agreement or understanding, oral or written, to which you are a party or by which you may be bound.  This Agreement and your rights and obligations hereunder may not be assigned or otherwise transferred by you.

8.

Any controversy or claim arising out of or relating to your employment and its termination, including, but not limited to, claims of employment discrimination, this Agreement, the Trade Secret Agreement, or the breach thereof, (except for injunctive relief as provided for below) shall be subject to binding, mandatory arbitration under the auspices of the American Arbitration Association (“AAA”) conducted by a single, neutral arbitrator in accordance with the AAA National Rules for the Resolution of Employment Disputes.  To the extent permitted by law, each party will pay one half (1/2) of the costs of the arbitration, and the parties shall bear their own attorneys’ fees and costs, except that the prevailing party in such arbitration shall reimburse the other party for all reasonable attorneys’ fees and dis bursements incurred by the prevailing party relating to such arbitration.  The parties shall have the right to conduct discovery which provides them with access to documents and witnesses that are essential to the dispute, as determined, by the arbitrator.  The arbitrator’s written award shall include the essential findings and conclusions upon which the award is based.  This mutual agreement to arbitrate disputes does not prohibit or limit either your or the Company’s (or any of the Company’s subsidiaries or affiliates) right to seek equitable relief from a court for claims involving a violation of the Trade Secret Agreement, including, but not limited to, injunctive relief, pending the resolution of a dispute by arbitration or during limited judicial review.  Except for such injunctive relief, claims under the Trade Secret Agreement are subject to arbitration under this Agreement.

9.

In consideration of the employment provided under this Agreement, you agree that during your employment and for a period of one (1) year after termination of your employment, you will not, directly or indirectly, (a) solicit, induce, or influence any employee, consultant or independent contractor of the Company or any of its subsidiaries or affiliates to terminate his or her employment or relationship with the Company or any of its subsidiaries or affiliates or to work for any other business entity or person; or (b) solicit (other than on behalf of the Company or any of its subsidiaries or affiliates), divert, or attempt to divert, the business of any client or customer of the Company or any of its subsidiaries or affiliates in any district, territory, state or country where the Company or any of its subsidiaries or affiliates conducts b usiness.

10.

You agree that all designs, processes, technologies and inventions, works of authorship, including new contributions, improvements, formats, packages, programs, drawings, systems, machines, compositions of matter manufactured or sold, developments, applications and discoveries which are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates (collectively, “New Developments”), whether patentable or not, conceived, developed, invented or made by you or jointly with others during the period of your employment with the Company, shall belong to the Company and the Company shall be the sole owner of all the products and proceeds of your services, including intellectual or literary property in any form.  You shall further: (a) promptly disclose such New De velopments to the Company; (b) assign to the Company without additional compensation, all intellectual property rights to such New Developments for the United States and foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give a reasonable amount of testimony in support of your inventorship.

11.

This Agreement shall constitute the entire agreement between you and the Company and any of its subsidiaries or affiliates regarding your employment by the Company and any of its subsidiaries or affiliates and supersedes all prior agreements, arrangements or understandings, whether written or oral, relating thereto.  This Agreement may not be changed or modified except in writing duly signed by each of us as of the date first written above.

12.

This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed entirely in such State.

13.

This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company that shall acquire, directly or indirectly, by conversion, merger, consolidation, purchase or otherwise, a controlling interest in the Company.  

If the foregoing is in accordance with your understanding of the terms of your employment by SSCGP, please sign and return to the undersigned the enclosed duplicate of this letter.  Upon our receipt of such fully executed copy, this shall become a binding agreement between us.

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
		SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
		By:	/s/ Jerry L. Morris
ACCEPTED AND AGREED TO:
/s/ Robert W. Carlton
Robert W. Carlton
Date:	August 11, 2005

EXHIBIT A

Trade Secret Agreement

THIS TRADE SECRET AGREEMENT (the “Agreement”) is entered into by and between Robert W. Carlton (“Employee”) and Southern Star Central Corporation (including its subsidiaries and affiliates, collectively referred to herein, as the “Company”).

In consideration of, and as part of the terms of, the employment or continued employment of Employee by the Company, the compensation paid and to be paid by the Company to Employee, the entrusting to Employee of certain trade secrets and proprietary information of the Company, and the mutual covenants and promises set forth herein, Employee and the Company agree as follows:

1.

Employee understands and acknowledges that:

(a)

the Confidential Information (as that term is defined below) is a valuable, special and unique asset of the Company;

(b)

access to and knowledge of the Confidential Information may be required so that Employee can perform duties as an employee of the Company;

(c)

it is vital to the Company’s legitimate business interests that (1) the confidentiality of the Confidential Information be preserved and (2) the Confidential Information only be used for the benefit of the Company;

(d)

disclosure of the Confidential Information to any other person or entity outside the Company or use of the Confidential Information by or on behalf of any other person or entity, unless specifically and unambiguously authorized by the Company, would result in irreparable harm to the Company;

(e)

disclosure or use beyond the permitted scope of Confidential Information entrusted to the Company by its customers and contractors would expose the Company to substantial damages;

(f)

the Confidential Information is and shall remain the exclusive property of the Company; and

(g)

nothing in this Agreement shall be construed as a grant to Employee of any rights, title or interest in, to or under the Confidential Information.

1.

Except as expressly directed by the Company, Employee shall not, during or after the term of employment by the Company, in whole or in part, disclose such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, nor shall Employee make use of any such Confidential Information for Employee’s own purposes or for the benefit of any person, firm, corporation or other entity under any circumstances during or after the term of employment; provided that if applicable law restricts the duration of the confidentiality and nonuse obligations set forth in this Paragraph 2 (the “Confidentiality and Non-Use Obligations”) for Confidential Information that is not also a trade secret under applicable law (the “Other Confidential Information”), the Confidentiality and Non-Use Obligations as to Other Confidential Information shall remain in effect during the term of your employment by the Company and for a period of seven (7) years thereafter, but shall be perpetual as to trade secrets.

2.

The Confidentiality and Non-Use Obligations shall not apply to such Confidential Information which Employee can establish by clear and convincing written proof: (a) was known by Employee both prior to employment and other than by disclosure by the Company; (b) was lawfully in the public domain and generally known in the trade prior to its disclosure hereunder, or becomes publicly available and generally known in the trade other than through a breach of this Agreement or breach of any other obligation of confidentiality to the Company; (c) was specifically and unambiguously authorized in writing for nonconfidential disclosure by a duly authorized executive officer of the Company other than by authority of Employee; or (d) was developed independently by Employee prior to employment without reference to any information disclosed by Company; provide d that only the specific information that meets the exclusion shall be excluded and not any other information that happens to appear in proximity to such excluded portion (for example, a portion of a document may be excluded without affecting the confidential nature of those portions that do not themselves qualify for exclusion).

3.

Employee agrees to notify the Company promptly upon learning about any court order or other legal requirement that purports to compel disclosure of any Confidential Information and to cooperate with the Company in the exercise of the Company's right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency.  Disclosure of Confidential Information pursuant to a court order or other legal requirement that purports to compel disclosure of any Confidential Information shall not alter the character of that information as Confidential Information hereunder.

4.

All Confidential Information, including without limitation, all Derivatives and Company Developments, are and shall continue to be the exclusive property of the Company.  Immediately upon any termination of Employee’s employment or at any time upon the request of the Company, Employee shall deliver to the Company, or its designee, all of such Confidential Information and all other Company property then in Employee’s actual or potential possession or control in any tangible or electronic form.  If Employee and Company agree that any specific Information or property cannot reasonably be delivered, Employee shall provide reasonable evidence that such materials have been destroyed, including but not limited to, the irreversible purging or erasing of any and all computer records and data files.

5.

Employee acknowledges that the Company has received and may in the future receive confidential and proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes.  Employee agrees that he/she owes the Company and such third parties, both during the term of Employee’ employment and thereafter, a duty to hold all such confidential or proprietary information in strictest confidence and not to disclose or use it in any manner that is not consistent with the Company’s agreement with such third parties, unless expressly authorized in writing to do so by a duly authorized executive officer of the Company other than himself.

6.

Employee acknowledges that all Information stored on or transmitted using Company-owned or Company-leased property or equipment is the property of the Company and is subject to access by the Company at any time without notice.

7.

The term “Confidential Information” means all information not in the public domain acquired by you from the Company, its other employees, its suppliers or customers, its agents or consultants, or others, during your employment by the Company, that relates to the present or potential businesses, products or services of the Company, for or under the direction of the Company, whether or not conducted at the Company’s facilities, as well as any other information as may be designated by the Company as confidential or that a reasonable person would understand from the circumstances of the disclosure to be confidential; and all information that is derived from any of the foregoing.  

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
ACCEPTED AND AGREED TO:
/s/ Robert W. Carlton
Robert W. Carlton
Date:	August 11, 2005

EX-99

SOUTHERN STAR CENTRAL CORP.

SOUTHERN STAR CENTRAL GAS PIPELINE, INC.

c/o AIG Highstar Capital, L.P.

599 Lexington Avenue, 25^th Floor

New York, NY  10022

August 11, 2005

Chris W. Ellison

7 Bluegrass Court

Hesston, KS 67062

Dear Chris:

This letter (referred to herein as the “Agreement”) when signed by both of us, sets forth in its entirety the terms and conditions upon which you, Chris W. Ellison (“you” or the “Executive”) will be employed by Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”).

1.

During the term of your employment hereunder, you will work for SSCGP in an executive capacity with a title of Vice President, Operations, Hesston Division and will report to the Senior Vice President, Operations and Technical Services.  You will have such powers, perform such duties and hold such offices as may be assigned or delegated to you from time to time by the President and Chief Operating Officer (the “President”), the Chairman of the Board of Directors (the “Chairman”), or the Board of Directors of the Company (the “Board”).  You will devote your full attention and expend your best efforts, energies and skills on an exclusive and full-time basis to the business of SSCGP and its affiliates.  Your principal place of employment will be in Hesston, Kansas, except for such time as you may be required to travel in connection with the performance of your duties; however, subject to Paragraph 4(d), you acknowledge that SSCGP or the Board may change your principal place of employment, upon reasonable notification and accommodation of transition related issues, provided that in each case such accommodation will be at the full discretion of SSCGP or the Board.  The effective date of the Agreement is the closing date of the acquisition of the Company and SSCGP by General Electric Capital Corporation.

2.

In full consideration of all of the services to be rendered by you under this Agreement, SSCGP will pay you a base salary at the rate of one hundred thirty-nine thousand seven hundred twenty-five dollars ($139,725.00) per year (that being the effective rate commencing October 2, 2004) during the term of your employment hereunder, payable in accordance with SSCGP’s existing compensation policies.  Your base salary will be reviewed during the term of your employment hereunder at such times as the salaries of executive officers in general are reviewed and may be increased taking into account, among other things, individual performance and general business conditions.  You will also be eligible to receive an annual incentive bonus in an amount up to 50% of your base salary (the “Annual Bonus Award Percentage”) in accordance with the SSCGP Incentive Bonus Plan then in effect, subject to the Company’s review and adjustment in the ordinary course of business.  

3.

In addition to the foregoing compensation, you shall be entitled, during the term of your employment hereunder, to the following:

(a)

Participation in and coverage under the medical insurance, dental insurance, retirement, 401(k) savings and other similar plans and programs that are generally provided by SSCGP to its employees, in each case in accordance with the terms and subject to the conditions of such plans and programs as in effect from time to time hereafter (including deduction by SSCGP from your compensation of such amounts as may be necessary for the maintenance of such coverage), except as otherwise provided in this Agreement.  

(b)

Paid vacations and holidays in accordance with SSCGP’s policy generally applicable to its employees as in effect from time to time hereafter.

(c)

Reimbursement of all authorized, reasonable travel, entertainment and other expenses paid or incurred by you in the performance of your business obligations hereunder and in accordance with SSCGP’s policies and guidelines as in effect from time to time hereafter.  You shall provide receipts or other appropriate evidence of such expenses as SSCGP may request from time to time.

4.

Subject to earlier termination pursuant to the provisions of Paragraphs 4(b), 4(c), 4(d), 4(e) and 4(f) below, the term of your employment hereunder is for a period of five (5) years commencing as of the date of this Agreement and terminating on the fifth anniversary of the date of this Agreement (the “Initial Term”); provided, however, the term of this Agreement shall be automatically extended for one-year terms on the expiration of the Initial Term or such extended term unless either party to this Agreement notifies the other in writing at least ninety (90) days prior to the expiration of the Initial Term or any extended term that such party does not want the term to be extended.  

(a)

In the event of your death at any time during the term hereof, your employment by SSCGP shall be deemed to have ceased as of the date of your death.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you or your beneficiaries arising out of this Agreement, except for benefits available to you (or your designated beneficiary) under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan year which you were eligible and any authorized but unreimbursed expenses.

(b)

In the event you satisfy the eligibility requirements for benefits under SSCGP’s long-term disability insurance program (or such other long term disability program as SSCGP or one of its affiliates maintains for the benefit of the Executive), your employment by SSCGP shall be deemed to have ceased as of the first day you fulfill the eligibility requirements to receive such benefit.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you arising out of this Agreement, except for benefits available to you under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan yea r for which you were eligible and any authorized but unreimbursed expenses.

(c)

During the term of your employment hereunder, in the event the Board directs a change in the Executive’s principal place of employment to a location that is more than 50 miles from the Executive’s current place of employment, Executive shall have the right to terminate this agreement and except as provided in Paragraph 6, Executive shall receive, in lieu of any other severance benefit payable under the terms of this Agreement, a severance payment equal to the severance payment otherwise payable to an eligible employee with equivalent service  under the Southern Star Severance Pay Plan (Non-union) or any successor plan thereto (“SSCGP Severance Plan”).  

(d)

If, during the term of this Agreement, your employment is involuntarily terminated by the Company other than for death, disability or Cause, as that term is defined below, or, if your employment is voluntarily terminated by you for Good Reason as defined below, except as provided in Paragraph 6, you will be paid a severance benefit equal to two (2) times the sum of (i) your annual base salary then in effect plus (ii) an amount equal to an average of your Annual Bonus Award Percentage paid during the term of this Agreement, including any subsequent renewal periods, for up to the three full years preceding the termination of your employment, applied to your annual base salary then in effect.  For purposes of this Agreement, your annual bonus shall mean the amount paid to you under the SSCGP Incentive Bonus Plan and shall not include a ny compensation which may be payable to you pursuant to Paragraph 6 of this Agreement or any other incentive compensation program or award.  Any severance pay set forth in this Paragraph 4(e) shall be paid in one lump sum payment within 30 days after the effective date of your employment termination date, net of applicable withholding taxes and any other amounts due the Company or any of its subsidiaries or affiliates.  If you resign voluntarily from SSCGP other than for Good Reason, as defined below, you will not be entitled to any benefits set forth in this Paragraph 4(e).  If you receive severance benefits under the terms of this Paragraph 4(e), you shall not be entitled to any severance benefits under the SSCGP Severance Plan.

(e)

SSCGP shall have the right at any time to terminate your employment hereunder for Cause, which termination shall be effective immediately upon the issuance by SSCGP of written notice to you.  For the purposes of this Agreement, “Cause” shall mean (i) the intentional refusal (except by reason of incapacity due to physical or mental illness or disability) by you to devote your entire business time to the performance of your duties hereunder as provided in Paragraph 1 above, (ii) a breach by you of the provisions of  SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A), (iii) your conviction (including a conviction on a nolo contendre plea) of a felony, (iv) your theft or misappropriation of assets of SSCGP, or any of its subsidiaries or affiliates, (v) any willful, intentional or g rossly negligent act by you having the effect of injuring the reputation or business of SSCGP, or any of its subsidiaries or affiliates, or (vi) your repeated or continued failure, neglect or refusal, to perform your duties as an employee of SSCGP (including but not limited to your failure to cooperate with an investigation by any governmental authority).  

(f)

For purposes of this Agreement, “Good Reason” means that any one or more of the following have occurred:

(i)

without the express prior written consent of the Executive, SSCGP effects any material adverse change(s) in any of the position, duties, authority or responsibilities of the Executive which are inconsistent in any material respect with the Executive’s position, authority, duties or responsibilities as contemplated by Paragraph 1 of this Agreement, which action is not remedied by SSCGP promptly after receipt of notice thereof given by the Executive;

(ii)

a reduction by SSCGP of Executive’s base annual salary as in effect on the Effective Date, or as the same may be increased from time to time thereafter without the consent of the Executive;

(iii)

any failure by the SSCGP to comply with any of the provisions of Paragraph 3 of this Agreement, other than an insubstantial and inadvertent failure remedied by SSCGP promptly after receipt of notice thereof given by the Executive; or

(iv)

any purported termination by the Company of the Executive’s employment for Cause which is not effected pursuant to a Notice of Termination (as hereinafter defined).  

Any termination of Executive’s employment by SSCGP for Cause or by Executive for Good Reason shall be communicated by written notice of termination to the other party hereto, which notice (a “Notice of Termination”) shall indicate the nature of the termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination.

As a condition of receiving the consideration set forth in Paragraphs 4(c), 4(d) and 4(e), you will be required to sign a general waiver and release of any claims you may have against SSCGP, the Company, and any of its subsidiaries or affiliates as well as a non-solicitation agreement.   

Executive’s continued employment for a period of up to sixty (60) days from the date of an event giving rise to Good Reason shall not constitute a consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.  Executive’s continued employment for any period thereafter shall constitute a consent to and a waiver of rights with respect to, any circumstance constituting Good Reason herein (except to the extent there is a pending dispute with respect to the existence of Good Reason within sixty (60) days from the date of the purported event giving rise to Good Reason).

5.

Concurrently with the execution of this Agreement, you are executing SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A) and hereby agree to be bound by the terms thereof, all of which are incorporated into and made a part of this Agreement as set forth in full herein.

6.

In further consideration of the services to be performed under this Agreement, subject to the approval of the shareholders of the Company consistent with the approval standards of Section 280G(b)(5)(B) of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, the Company shall pay you the following amounts as of the dates set forth below, provided that, subject to the exceptions noted below, you remain in employment as of each such date:

Promptly upon the effective date hereof -

$ 175,000

First Anniversary -

$ 105,000

Second Anniversary -

$ 105,000

Third Anniversary -

$ 105,000

Fourth Anniversary -

$ 105,000

Fifth Anniversary -

$ 105,000

With the exception of the payment due on the effective date hereof, each payment referred to in this Paragraph 6 shall be paid in one lump sum payment within 30 days after the relevant date, net of applicable withholding taxes.  Notwithstanding the provisions of Paragraph 4, if your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraphs 4(a), 4(b), 4(d) or 4(e), any unpaid amounts per this Paragraph 6 will be paid to you (or in the case of your death, your beneficiary as designated by you on a form to be provided by the Company) in one lump sump payment, net of applicable withholding taxes, within 30 days after the effective date of your employment termination, provided that, if you resign voluntarily from SSCGP other than for Good Reason, or are terminated for Cause, as defined in Paragraph 4(f), you will forfeit any unpaid amounts that would otherwise be payable to you per this Paragraph 6.  If your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraph 4(c), you will receive any unpaid amounts that would otherwise be payable to you pursuant to this Paragraph 6 in accordance with the payment schedule set forth above as if there was no termination of employment.  

7.

You have represented that you have no agreement with or obligations to others in conflict with this Agreement and that your execution and delivery of this Agreement and your performance of your duties hereunder shall not result in a breach of, or constitute a default under, any agreement or understanding, oral or written, to which you are a party or by which you may be bound.  This Agreement and your rights and obligations hereunder may not be assigned or otherwise transferred by you.

8.

Any controversy or claim arising out of or relating to your employment and its termination, including, but not limited to, claims of employment discrimination, this Agreement, the Trade Secret Agreement, or the breach thereof, (except for injunctive relief as provided for below) shall be subject to binding, mandatory arbitration under the auspices of the American Arbitration Association (“AAA”) conducted by a single, neutral arbitrator in accordance with the AAA National Rules for the Resolution of Employment Disputes.  To the extent permitted by law, each party will pay one half (1/2) of the costs of the arbitration, and the parties shall bear their own attorneys’ fees and costs, except that the prevailing party in such arbitration shall reimburse the other party for all reasonable attorneys’ fees and dis bursements incurred by the prevailing party relating to such arbitration.  The parties shall have the right to conduct discovery which provides them with access to documents and witnesses that are essential to the dispute, as determined, by the arbitrator.  The arbitrator’s written award shall include the essential findings and conclusions upon which the award is based.  This mutual agreement to arbitrate disputes does not prohibit or limit either your or the Company’s (or any of the Company’s subsidiaries or affiliates) right to seek equitable relief from a court for claims involving a violation of the Trade Secret Agreement, including, but not limited to, injunctive relief, pending the resolution of a dispute by arbitration or during limited judicial review.  Except for such injunctive relief, claims under the Trade Secret Agreement are subject to arbitration under this Agreement.

9.

In consideration of the employment provided under this Agreement, you agree that during your employment and for a period of one (1) year after termination of your employment, you will not, directly or indirectly, (a) solicit, induce, or influence any employee, consultant or independent contractor of the Company or any of its subsidiaries or affiliates to terminate his or her employment or relationship with the Company or any of its subsidiaries or affiliates or to work for any other business entity or person; or (b) solicit (other than on behalf of the Company or any of its subsidiaries or affiliates), divert, or attempt to divert, the business of any client or customer of the Company or any of its subsidiaries or affiliates in any district, territory, state or country where the Company or any of its subsidiaries or affiliates conducts b usiness.

10.

You agree that all designs, processes, technologies and inventions, works of authorship, including new contributions, improvements, formats, packages, programs, drawings, systems, machines, compositions of matter manufactured or sold, developments, applications and discoveries which are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates (collectively, “New Developments”), whether patentable or not, conceived, developed, invented or made by you or jointly with others during the period of your employment with the Company, shall belong to the Company and the Company shall be the sole owner of all the products and proceeds of your services, including intellectual or literary property in any form.  You shall further: (a) promptly disclose such New De velopments to the Company; (b) assign to the Company without additional compensation, all intellectual property rights to such New Developments for the United States and foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give a reasonable amount of testimony in support of your inventorship.

11.

This Agreement shall constitute the entire agreement between you and the Company and any of its subsidiaries or affiliates regarding your employment by the Company and any of its subsidiaries or affiliates and supersedes all prior agreements, arrangements or understandings, whether written or oral, relating thereto.  This Agreement may not be changed or modified except in writing duly signed by each of us as of the date first written above.

12.

This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed entirely in such State.

13.

This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company that shall acquire, directly or indirectly, by conversion, merger, consolidation, purchase or otherwise, a controlling interest in the Company.  

If the foregoing is in accordance with your understanding of the terms of your employment by SSCGP, please sign and return to the undersigned the enclosed duplicate of this letter.  Upon our receipt of such fully executed copy, this shall become a binding agreement between us.

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
		SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
		By:	/s/ Jerry L. Morris
ACCEPTED AND AGREED TO:
/s/ Chris W. Ellison
Chris W. Ellison
Date:	August 11, 2005

EXHIBIT A

Trade Secret Agreement

THIS TRADE SECRET AGREEMENT (the “Agreement”) is entered into by and between Chris W. Ellison (“Employee”) and Southern Star Central Corporation (including its subsidiaries and affiliates, collectively referred to herein, as the “Company”).

In consideration of, and as part of the terms of, the employment or continued employment of Employee by the Company, the compensation paid and to be paid by the Company to Employee, the entrusting to Employee of certain trade secrets and proprietary information of the Company, and the mutual covenants and promises set forth herein, Employee and the Company agree as follows:

1.

Employee understands and acknowledges that:

(a)

the Confidential Information (as that term is defined below) is a valuable, special and unique asset of the Company;

(b)

access to and knowledge of the Confidential Information may be required so that Employee can perform duties as an employee of the Company;

(c)

it is vital to the Company’s legitimate business interests that (1) the confidentiality of the Confidential Information be preserved and (2) the Confidential Information only be used for the benefit of the Company;

(d)

disclosure of the Confidential Information to any other person or entity outside the Company or use of the Confidential Information by or on behalf of any other person or entity, unless specifically and unambiguously authorized by the Company, would result in irreparable harm to the Company;

(e)

disclosure or use beyond the permitted scope of Confidential Information entrusted to the Company by its customers and contractors would expose the Company to substantial damages;

(f)

the Confidential Information is and shall remain the exclusive property of the Company; and

(g)

nothing in this Agreement shall be construed as a grant to Employee of any rights, title or interest in, to or under the Confidential Information.

1.

Except as expressly directed by the Company, Employee shall not, during or after the term of employment by the Company, in whole or in part, disclose such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, nor shall Employee make use of any such Confidential Information for Employee’s own purposes or for the benefit of any person, firm, corporation or other entity under any circumstances during or after the term of employment; provided that if applicable law restricts the duration of the confidentiality and nonuse obligations set forth in this Paragraph 2 (the “Confidentiality and Non-Use Obligations”) for Confidential Information that is not also a trade secret under applicable law (the “Other Confidential Information”), the Confidentiality and Non-Use Obligations as to Other Confidential Information shall remain in effect during the term of your employment by the Company and for a period of seven (7) years thereafter, but shall be perpetual as to trade secrets.

2.

The Confidentiality and Non-Use Obligations shall not apply to such Confidential Information which Employee can establish by clear and convincing written proof: (a) was known by Employee both prior to employment and other than by disclosure by the Company; (b) was lawfully in the public domain and generally known in the trade prior to its disclosure hereunder, or becomes publicly available and generally known in the trade other than through a breach of this Agreement or breach of any other obligation of confidentiality to the Company; (c) was specifically and unambiguously authorized in writing for nonconfidential disclosure by a duly authorized executive officer of the Company other than by authority of Employee; or (d) was developed independently by Employee prior to employment without reference to any information disclosed by Company; provide d that only the specific information that meets the exclusion shall be excluded and not any other information that happens to appear in proximity to such excluded portion (for example, a portion of a document may be excluded without affecting the confidential nature of those portions that do not themselves qualify for exclusion).

3.

Employee agrees to notify the Company promptly upon learning about any court order or other legal requirement that purports to compel disclosure of any Confidential Information and to cooperate with the Company in the exercise of the Company's right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency.  Disclosure of Confidential Information pursuant to a court order or other legal requirement that purports to compel disclosure of any Confidential Information shall not alter the character of that information as Confidential Information hereunder.

4.

All Confidential Information, including without limitation, all Derivatives and Company Developments, are and shall continue to be the exclusive property of the Company.  Immediately upon any termination of Employee’s employment or at any time upon the request of the Company, Employee shall deliver to the Company, or its designee, all of such Confidential Information and all other Company property then in Employee’s actual or potential possession or control in any tangible or electronic form.  If Employee and Company agree that any specific Information or property cannot reasonably be delivered, Employee shall provide reasonable evidence that such materials have been destroyed, including but not limited to, the irreversible purging or erasing of any and all computer records and data files.

5.

Employee acknowledges that the Company has received and may in the future receive confidential and proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes.  Employee agrees that he/she owes the Company and such third parties, both during the term of Employee’ employment and thereafter, a duty to hold all such confidential or proprietary information in strictest confidence and not to disclose or use it in any manner that is not consistent with the Company’s agreement with such third parties, unless expressly authorized in writing to do so by a duly authorized executive officer of the Company other than himself.

6.

Employee acknowledges that all Information stored on or transmitted using Company-owned or Company-leased property or equipment is the property of the Company and is subject to access by the Company at any time without notice.

7.

The term “Confidential Information” means all information not in the public domain acquired by you from the Company, its other employees, its suppliers or customers, its agents or consultants, or others, during your employment by the Company, that relates to the present or potential businesses, products or services of the Company, for or under the direction of the Company, whether or not conducted at the Company’s facilities, as well as any other information as may be designated by the Company as confidential or that a reasonable person would understand from the circumstances of the disclosure to be confidential; and all information that is derived from any of the foregoing.  

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
ACCEPTED AND AGREED TO:
/s/ Chris W. Ellison
Chris W. Ellison
Date:	August 11, 2005

EX-99

SOUTHERN STAR CENTRAL CORP.

SOUTHERN STAR CENTRAL GAS PIPELINE, INC.

c/o AIG Highstar Capital, L.P.

599 Lexington Avenue, 25^th Floor

New York, NY  10022

August 11, 2005

David L. Finley

4153 West County Road 200 North

Rockport, IN 47635

Dear David:

This letter (referred to herein as the “Agreement”) when signed by both of us, sets forth in its entirety the terms and conditions upon which you, David L. Finley (“you” or the “Executive”) will be employed by Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”).

1.

During the term of your employment hereunder, you will work for SSCGP in an executive capacity with a title of Vice President, Information Technology and will report to the President and Chief Operating Officer.  You will have such powers, perform such duties and hold such offices as may be assigned or delegated to you from time to time by the Chairman of the Board of Directors (the “Chairman”) or the Board of Directors of the Company (the “Board”).  You will devote your full attention and expend your best efforts, energies and skills on an exclusive and full-time basis to the business of SSCGP and its affiliates.  Your principal place of employment will be in Owensboro, Kentucky, except for such time as you may be required to travel in connection with the performance of your duties; however, subject to Paragraph 4(d), you acknowledge that SSCGP or the Board may change your principal place of employment, upon reasonable notification and accommodation of transition related issues, provided that in each case such accommodation will be at the full discretion of SSCGP or the Board.  The effective date of the Agreement is the closing date of the acquisition of the Company and SSCGP by General Electric Capital Corporation.

2.

In full consideration of all of the services to be rendered by you under this Agreement, SSCGP will pay you a base salary at the rate of one hundred twenty-eight thousand seven hundred fifty dollars ($128,750.00) per year (that being the effective rate commencing October 2, 2004) during the term of your employment hereunder, payable in accordance with SSCGP’s existing compensation policies.  Your base salary will be reviewed during the term of your employment hereunder at such times as the salaries of executive officers in general are reviewed and may be increased taking into account, among other things, individual performance and general business conditions.  You will also be eligible to receive an annual incentive bonus in an amount up to 50% of your base salary (the “Annual Bonus Award Percentage”) in a ccordance with the SSCGP Incentive Bonus Plan then in effect, subject to the Company’s review and adjustment in the ordinary course of business.  

3.

In addition to the foregoing compensation, you shall be entitled, during the term of your employment hereunder, to the following:

(a)

Participation in and coverage under the medical insurance, dental insurance, retirement, 401(k) savings and other similar plans and programs that are generally provided by SSCGP to its employees, in each case in accordance with the terms and subject to the conditions of such plans and programs as in effect from time to time hereafter (including deduction by SSCGP from your compensation of such amounts as may be necessary for the maintenance of such coverage), except as otherwise provided in this Agreement.  

(b)

Paid vacations and holidays in accordance with SSCGP’s policy generally applicable to its employees as in effect from time to time hereafter.

(c)

Reimbursement of all authorized, reasonable travel, entertainment and other expenses paid or incurred by you in the performance of your business obligations hereunder and in accordance with SSCGP’s policies and guidelines as in effect from time to time hereafter.  You shall provide receipts or other appropriate evidence of such expenses as SSCGP may request from time to time.

4.

Subject to earlier termination pursuant to the provisions of Paragraphs 4(b), 4(c), 4(d), 4(e) and 4(f) below, the term of your employment hereunder is for a period of five (5) years commencing as of the date of this Agreement and terminating on the fifth anniversary of the date of this Agreement (the “Initial Term”); provided, however, the term of this Agreement shall be automatically extended for one-year terms on the expiration of the Initial Term or such extended term unless either party to this Agreement notifies the other in writing at least ninety (90) days prior to the expiration of the Initial Term or any extended term that such party does not want the term to be extended.  

(a)

In the event of your death at any time during the term hereof, your employment by SSCGP shall be deemed to have ceased as of the date of your death.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you or your beneficiaries arising out of this Agreement, except for benefits available to you (or your designated beneficiary) under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan year which you were eligible and any authorized but unreimbursed expenses.

(b)

In the event you satisfy the eligibility requirements for benefits under SSCGP’s long-term disability insurance program (or such other long term disability program as SSCGP or one of its affiliates maintains for the benefit of the Executive), your employment by SSCGP shall be deemed to have ceased as of the first day you fulfill the eligibility requirements to receive such benefit.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you arising out of this Agreement, except for benefits available to you under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan yea r for which you were eligible and any authorized but unreimbursed expenses.

(c)

During the term of your employment hereunder, in the event the Board directs a change in the Executive’s principal place of employment to a location that is more than 50 miles from the Executive’s current place of employment, Executive shall have the right to terminate this agreement and except as provided in Paragraph 6, Executive shall receive, in lieu of any other severance benefit payable under the terms of this Agreement, a severance payment equal to the severance payment otherwise payable to an eligible employee with equivalent service  under the Southern Star Severance Pay Plan (Non-union) or any successor plan thereto (“SSCGP Severance Plan”).  

(d)

If, during the term of this Agreement, your employment is involuntarily terminated by the Company other than for death, disability or Cause, as that term is defined below, or, if your employment is voluntarily terminated by you for Good Reason as defined below, except as provided in Paragraph 6, you will be paid a severance benefit equal to two (2) times the sum of (i) your annual base salary then in effect plus (ii) an amount equal to an average of your Annual Bonus Award Percentage paid during the term of this Agreement, including any subsequent renewal periods, for up to the three full years preceding the termination of your employment, applied to your annual base salary then in effect.  For purposes of this Agreement, your annual bonus shall mean the amount paid to you under the SSCGP Incentive Bonus Plan and shall not include a ny compensation which may be payable to you pursuant to Paragraph 6 of this Agreement or any other incentive compensation program or award.  Any severance pay set forth in this Paragraph 4(e) shall be paid in one lump sum payment within 30 days after the effective date of your employment termination date, net of applicable withholding taxes and any other amounts due the Company or any of its subsidiaries or affiliates.  If you resign voluntarily from SSCGP other than for Good Reason, as defined below, you will not be entitled to any benefits set forth in this Paragraph 4(e).  If you receive severance benefits under the terms of this Paragraph 4(e), you shall not be entitled to any severance benefits under the SSCGP Severance Plan.

(e)

SSCGP shall have the right at any time to terminate your employment hereunder for Cause, which termination shall be effective immediately upon the issuance by SSCGP of written notice to you.  For the purposes of this Agreement, “Cause” shall mean (i) the intentional refusal (except by reason of incapacity due to physical or mental illness or disability) by you to devote your entire business time to the performance of your duties hereunder as provided in Paragraph 1 above, (ii) a breach by you of the provisions of  SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A), (iii) your conviction (including a conviction on a nolo contendre plea) of a felony, (iv) your theft or misappropriation of assets of SSCGP, or any of its subsidiaries or affiliates, (v) any willful, intentional or g rossly negligent act by you having the effect of injuring the reputation or business of SSCGP, or any of its subsidiaries or affiliates, or (vi) your repeated or continued failure, neglect or refusal, to perform your duties as an employee of SSCGP (including but not limited to your failure to cooperate with an investigation by any governmental authority).  

(f)

For purposes of this Agreement, “Good Reason” means that any one or more of the following have occurred:

(i)

without the express prior written consent of the Executive, SSCGP effects any material adverse change(s) in any of the position, duties, authority or responsibilities of the Executive which are inconsistent in any material respect with the Executive’s position, authority, duties or responsibilities as contemplated by Paragraph 1 of this Agreement, which action is not remedied by SSCGP promptly after receipt of notice thereof given by the Executive;

(ii)

a reduction by SSCGP of Executive’s base annual salary as in effect on the Effective Date, or as the same may be increased from time to time thereafter without the consent of the Executive;

(iii)

any failure by the SSCGP to comply with any of the provisions of Paragraph 3 of this Agreement, other than an insubstantial and inadvertent failure remedied by SSCGP promptly after receipt of notice thereof given by the Executive; or

(iv)

any purported termination by the Company of the Executive’s employment for Cause which is not effected pursuant to a Notice of Termination (as hereinafter defined).  

Any termination of Executive’s employment by SSCGP for Cause or by Executive for Good Reason shall be communicated by written notice of termination to the other party hereto, which notice (a “Notice of Termination”) shall indicate the nature of the termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination.

As a condition of receiving the consideration set forth in Paragraphs 4(c), 4(d) and 4(e), you will be required to sign a general waiver and release of any claims you may have against SSCGP, the Company, and any of its subsidiaries or affiliates as well as a non-solicitation agreement.   

Executive’s continued employment for a period of up to sixty (60) days from the date of an event giving rise to Good Reason shall not constitute a consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.  Executive’s continued employment for any period thereafter shall constitute a consent to and a waiver of rights with respect to, any circumstance constituting Good Reason herein (except to the extent there is a pending dispute with respect to the existence of Good Reason within sixty (60) days from the date of the purported event giving rise to Good Reason).

5.

Concurrently with the execution of this Agreement, you are executing SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A) and hereby agree to be bound by the terms thereof, all of which are incorporated into and made a part of this Agreement as set forth in full herein.

6.

In further consideration of the services to be performed under this Agreement, subject to the approval of the shareholders of the Company consistent with the approval standards of Section 280G(b)(5)(B) of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, the Company shall pay you the following amounts as of the dates set forth below, provided that, subject to the exceptions noted below, you remain in employment as of each such date:

Promptly upon the effective date hereof -

$ 206,250

First Anniversary -

$ 123,750

Second Anniversary -

$ 123,750

Third Anniversary -

$ 123,750

Fourth Anniversary -

$ 123,750

Fifth Anniversary -

$ 123,750

With the exception of the payment due on the effective date hereof, each payment referred to in this Paragraph 6 shall be paid in one lump sum payment within 30 days after the relevant date, net of applicable withholding taxes.  Notwithstanding the provisions of Paragraph 4, if your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraphs 4(a), 4(b), 4(d) or 4(e), any unpaid amounts per this Paragraph 6 will be paid to you (or in the case of your death, your beneficiary as designated by you on a form to be provided by the Company) in one lump sump payment, net of applicable withholding taxes, within 30 days after the effective date of your employment termination, provided that, if you resign voluntarily from SSCGP other than for Good Reason, or are terminated for Cause, as defined in Paragraph 4(f), you will forfeit any unpaid amounts that would otherwise be payable to you per this Paragraph 6.  If your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraph 4(c), you will receive any unpaid amounts that would otherwise be payable to you pursuant to this Paragraph 6 in accordance with the payment schedule set forth above as if there was no termination of employment.  

7.

You have represented that you have no agreement with or obligations to others in conflict with this Agreement and that your execution and delivery of this Agreement and your performance of your duties hereunder shall not result in a breach of, or constitute a default under, any agreement or understanding, oral or written, to which you are a party or by which you may be bound.  This Agreement and your rights and obligations hereunder may not be assigned or otherwise transferred by you.

8.

Any controversy or claim arising out of or relating to your employment and its termination, including, but not limited to, claims of employment discrimination, this Agreement, the Trade Secret Agreement, or the breach thereof, (except for injunctive relief as provided for below) shall be subject to binding, mandatory arbitration under the auspices of the American Arbitration Association (“AAA”) conducted by a single, neutral arbitrator in accordance with the AAA National Rules for the Resolution of Employment Disputes.  To the extent permitted by law, each party will pay one half (1/2) of the costs of the arbitration, and the parties shall bear their own attorneys’ fees and costs, except that the prevailing party in such arbitration shall reimburse the other party for all reasonable attorneys’ fees and dis bursements incurred by the prevailing party relating to such arbitration.  The parties shall have the right to conduct discovery which provides them with access to documents and witnesses that are essential to the dispute, as determined, by the arbitrator.  The arbitrator’s written award shall include the essential findings and conclusions upon which the award is based.  This mutual agreement to arbitrate disputes does not prohibit or limit either your or the Company’s (or any of the Company’s subsidiaries or affiliates) right to seek equitable relief from a court for claims involving a violation of the Trade Secret Agreement, including, but not limited to, injunctive relief, pending the resolution of a dispute by arbitration or during limited judicial review.  Except for such injunctive relief, claims under the Trade Secret Agreement are subject to arbitration under this Agreement.

9.

In consideration of the employment provided under this Agreement, you agree that during your employment and for a period of one (1) year after termination of your employment, you will not, directly or indirectly, (a) solicit, induce, or influence any employee, consultant or independent contractor of the Company or any of its subsidiaries or affiliates to terminate his or her employment or relationship with the Company or any of its subsidiaries or affiliates or to work for any other business entity or person; or (b) solicit (other than on behalf of the Company or any of its subsidiaries or affiliates), divert, or attempt to divert, the business of any client or customer of the Company or any of its subsidiaries or affiliates in any district, territory, state or country where the Company or any of its subsidiaries or affiliates conducts b usiness.

10.

You agree that all designs, processes, technologies and inventions, works of authorship, including new contributions, improvements, formats, packages, programs, drawings, systems, machines, compositions of matter manufactured or sold, developments, applications and discoveries which are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates (collectively, “New Developments”), whether patentable or not, conceived, developed, invented or made by you or jointly with others during the period of your employment with the Company, shall belong to the Company and the Company shall be the sole owner of all the products and proceeds of your services, including intellectual or literary property in any form.  You shall further: (a) promptly disclose such New De velopments to the Company; (b) assign to the Company without additional compensation, all intellectual property rights to such New Developments for the United States and foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give a reasonable amount of testimony in support of your inventorship.

11.

This Agreement shall constitute the entire agreement between you and the Company and any of its subsidiaries or affiliates regarding your employment by the Company and any of its subsidiaries or affiliates and supersedes all prior agreements, arrangements or understandings, whether written or oral, relating thereto.  This Agreement may not be changed or modified except in writing duly signed by each of us as of the date first written above.

12.

This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed entirely in such State.

13.

This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company that shall acquire, directly or indirectly, by conversion, merger, consolidation, purchase or otherwise, a controlling interest in the Company.  

If the foregoing is in accordance with your understanding of the terms of your employment by SSCGP, please sign and return to the undersigned the enclosed duplicate of this letter.  Upon our receipt of such fully executed copy, this shall become a binding agreement between us.

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
		SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
		By:	/s/ Jerry L. Morris
ACCEPTED AND AGREED TO:
/s/ David L. Finley
David L. Finley
Date:	August 11, 2005

EXHIBIT A

Trade Secret Agreement

THIS TRADE SECRET AGREEMENT (the “Agreement”) is entered into by and between David L. Finley (“Employee”) and Southern Star Central Corporation (including its subsidiaries and affiliates, collectively referred to herein, as the “Company”).

In consideration of, and as part of the terms of, the employment or continued employment of Employee by the Company, the compensation paid and to be paid by the Company to Employee, the entrusting to Employee of certain trade secrets and proprietary information of the Company, and the mutual covenants and promises set forth herein, Employee and the Company agree as follows:

1.

Employee understands and acknowledges that:

(a)

the Confidential Information (as that term is defined below) is a valuable, special and unique asset of the Company;

(b)

access to and knowledge of the Confidential Information may be required so that Employee can perform duties as an employee of the Company;

(c)

it is vital to the Company’s legitimate business interests that (1) the confidentiality of the Confidential Information be preserved and (2) the Confidential Information only be used for the benefit of the Company;

(d)

disclosure of the Confidential Information to any other person or entity outside the Company or use of the Confidential Information by or on behalf of any other person or entity, unless specifically and unambiguously authorized by the Company, would result in irreparable harm to the Company;

(e)

disclosure or use beyond the permitted scope of Confidential Information entrusted to the Company by its customers and contractors would expose the Company to substantial damages;

(f)

the Confidential Information is and shall remain the exclusive property of the Company; and

(g)

nothing in this Agreement shall be construed as a grant to Employee of any rights, title or interest in, to or under the Confidential Information.

1.

Except as expressly directed by the Company, Employee shall not, during or after the term of employment by the Company, in whole or in part, disclose such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, nor shall Employee make use of any such Confidential Information for Employee’s own purposes or for the benefit of any person, firm, corporation or other entity under any circumstances during or after the term of employment; provided that if applicable law restricts the duration of the confidentiality and nonuse obligations set forth in this Paragraph 2 (the “Confidentiality and Non-Use Obligations”) for Confidential Information that is not also a trade secret under applicable law (the “Other Confidential Information”), the Confidentiality and Non-Use Obligations as to Other Confidential Information shall remain in effect during the term of your employment by the Company and for a period of seven (7) years thereafter, but shall be perpetual as to trade secrets.

2.

The Confidentiality and Non-Use Obligations shall not apply to such Confidential Information which Employee can establish by clear and convincing written proof: (a) was known by Employee both prior to employment and other than by disclosure by the Company; (b) was lawfully in the public domain and generally known in the trade prior to its disclosure hereunder, or becomes publicly available and generally known in the trade other than through a breach of this Agreement or breach of any other obligation of confidentiality to the Company; (c) was specifically and unambiguously authorized in writing for nonconfidential disclosure by a duly authorized executive officer of the Company other than by authority of Employee; or (d) was developed independently by Employee prior to employment without reference to any information disclosed by Company; provide d that only the specific information that meets the exclusion shall be excluded and not any other information that happens to appear in proximity to such excluded portion (for example, a portion of a document may be excluded without affecting the confidential nature of those portions that do not themselves qualify for exclusion).

3.

Employee agrees to notify the Company promptly upon learning about any court order or other legal requirement that purports to compel disclosure of any Confidential Information and to cooperate with the Company in the exercise of the Company's right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency.  Disclosure of Confidential Information pursuant to a court order or other legal requirement that purports to compel disclosure of any Confidential Information shall not alter the character of that information as Confidential Information hereunder.

4.

All Confidential Information, including without limitation, all Derivatives and Company Developments, are and shall continue to be the exclusive property of the Company.  Immediately upon any termination of Employee’s employment or at any time upon the request of the Company, Employee shall deliver to the Company, or its designee, all of such Confidential Information and all other Company property then in Employee’s actual or potential possession or control in any tangible or electronic form.  If Employee and Company agree that any specific Information or property cannot reasonably be delivered, Employee shall provide reasonable evidence that such materials have been destroyed, including but not limited to, the irreversible purging or erasing of any and all computer records and data files.

5.

Employee acknowledges that the Company has received and may in the future receive confidential and proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes.  Employee agrees that he/she owes the Company and such third parties, both during the term of Employee’ employment and thereafter, a duty to hold all such confidential or proprietary information in strictest confidence and not to disclose or use it in any manner that is not consistent with the Company’s agreement with such third parties, unless expressly authorized in writing to do so by a duly authorized executive officer of the Company other than himself.

6.

Employee acknowledges that all Information stored on or transmitted using Company-owned or Company-leased property or equipment is the property of the Company and is subject to access by the Company at any time without notice.

7.

The term “Confidential Information” means all information not in the public domain acquired by you from the Company, its other employees, its suppliers or customers, its agents or consultants, or others, during your employment by the Company, that relates to the present or potential businesses, products or services of the Company, for or under the direction of the Company, whether or not conducted at the Company’s facilities, as well as any other information as may be designated by the Company as confidential or that a reasonable person would understand from the circumstances of the disclosure to be confidential; and all information that is derived from any of the foregoing.  

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
ACCEPTED AND AGREED TO:
/s/ David L. Finley
David L. Finley
Date:	August 11, 2005

EX-99

SOUTHERN STAR CENTRAL CORP.

SOUTHERN STAR CENTRAL GAS PIPELINE, INC.

c/o AIG Highstar Capital, L.P.

599 Lexington Avenue, 25^th Floor

New York, NY  10022

August 11, 2005

Beverly H. Griffith

1919 Lexington Avenue

Owensboro, KY 42301

Dear Beverly:

This letter (referred to herein as the “Agreement”) when signed by both of us, sets forth in its entirety the terms and conditions upon which you, Beverly H. Griffith (“you” or the “Executive”) will be employed by Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”).

1.

During the term of your employment hereunder, you will work for SSCGP in an executive capacity with a title of Senior Vice President, General Counsel and Corporate Secretary and will report to the President and Chief Operating Officer.  You will have such powers, perform such duties and hold such offices as may be assigned or delegated to you from time to time by the Chairman of the Board of Directors (the “Chairman”) or the Board of Directors of the Company (the “Board”).  You will devote your full attention and expend your best efforts, energies and skills on an exclusive and full-time basis to the business of SSCGP and its affiliates.  Your principal place of employment will be in Owensboro, Kentucky, except for such time as you may be required to travel in connection with the performance of your dut ies; however, subject to Paragraph 4(d), you acknowledge that SSCGP or the Board may change your principal place of employment, upon reasonable notification and accommodation of transition related issues, provided that in each case such accommodation will be at the full discretion of SSCGP or the Board.  The effective date of the Agreement is the closing date of the acquisition of the Company and SSCGP by General Electric Capital Corporation.

2.

In full consideration of all of the services to be rendered by you under this Agreement, SSCGP will pay you a base salary at the rate of one hundred ninety-two thousand four hundred dollars ($192,400.00) per year (that being the effective rate commencing July 15, 2003) during the term of your employment hereunder, payable in accordance with SSCGP’s existing compensation policies.  Your base salary will be reviewed during the term of your employment hereunder at such times as the salaries of executive officers in general are reviewed and may be increased taking into account, among other things, individual performance and general business conditions.  You will also be eligible to receive an annual incentive bonus in an amount up to 75% of your base salary (the “Annual Bonus Award Percentage”) in accordance w ith the SSCGP Incentive Bonus Plan then in effect, subject to the Company’s review and adjustment in the ordinary course of business.  

3.

In addition to the foregoing compensation, you shall be entitled, during the term of your employment hereunder, to the following:

(a)

Participation in and coverage under the medical insurance, dental insurance, retirement, 401(k) savings and other similar plans and programs that are generally provided by SSCGP to its employees, in each case in accordance with the terms and subject to the conditions of such plans and programs as in effect from time to time hereafter (including deduction by SSCGP from your compensation of such amounts as may be necessary for the maintenance of such coverage), except as otherwise provided in this Agreement.  

(b)

Paid vacations and holidays in accordance with SSCGP’s policy generally applicable to its employees as in effect from time to time hereafter.

(c)

Reimbursement of all authorized, reasonable travel, entertainment and other expenses paid or incurred by you in the performance of your business obligations hereunder and in accordance with SSCGP’s policies and guidelines as in effect from time to time hereafter.  You shall provide receipts or other appropriate evidence of such expenses as SSCGP may request from time to time.

4.

Subject to earlier termination pursuant to the provisions of Paragraphs 4(b), 4(c), 4(d), 4(e) and 4(f) below, the term of your employment hereunder is for a period of five (5) years commencing as of the date of this Agreement and terminating on the fifth anniversary of the date of this Agreement (the “Initial Term”); provided, however, the term of this Agreement shall be automatically extended for one-year terms on the expiration of the Initial Term or such extended term unless either party to this Agreement notifies the other in writing at least ninety (90) days prior to the expiration of the Initial Term or any extended term that such party does not want the term to be extended.  

(a)

In the event of your death at any time during the term hereof, your employment by SSCGP shall be deemed to have ceased as of the date of your death.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you or your beneficiaries arising out of this Agreement, except for benefits available to you (or your designated beneficiary) under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan year which you were eligible and any authorized but unreimbursed expenses.

(b)

In the event you satisfy the eligibility requirements for benefits under SSCGP’s long-term disability insurance program (or such other long term disability program as SSCGP or one of its affiliates maintains for the benefit of the Executive), your employment by SSCGP shall be deemed to have ceased as of the first day you fulfill the eligibility requirements to receive such benefit.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you arising out of this Agreement, except for benefits available to you under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan yea r for which you were eligible and any authorized but unreimbursed expenses.

(c)

During the term of your employment hereunder, in the event the Board directs a change in the Executive’s principal place of employment to a location that is more than 50 miles from the Executive’s current place of employment, Executive shall have the right to terminate this agreement and except as provided in Paragraph 6, Executive shall receive, in lieu of any other severance benefit payable under the terms of this Agreement, a severance payment equal to the severance payment otherwise payable to an eligible employee with equivalent service  under the Southern Star Severance Pay Plan (Non-union) or any successor plan thereto (“SSCGP Severance Plan”).  

(d)

If, during the term of this Agreement, your employment is involuntarily terminated by the Company other than for death, disability or Cause, as that term is defined below, or, if your employment is voluntarily terminated by you for Good Reason as defined below, except as provided in Paragraph 6, you will be paid a severance benefit equal to two (2) times the sum of (i) your annual base salary then in effect plus (ii) an amount equal to an average of your Annual Bonus Award Percentage paid during the term of this Agreement, including any subsequent renewal periods, for up to the three full years preceding the termination of your employment, applied to your annual base salary then in effect.  For purposes of this Agreement, your annual bonus shall mean the amount paid to you under the SSCGP Incentive Bonus Plan and shall not include a ny compensation which may be payable to you pursuant to Paragraph 6 of this Agreement or any other incentive compensation program or award.  Any severance pay set forth in this Paragraph 4(e) shall be paid in one lump sum payment within 30 days after the effective date of your employment termination date, net of applicable withholding taxes and any other amounts due the Company or any of its subsidiaries or affiliates.  If you resign voluntarily from SSCGP other than for Good Reason, as defined below, you will not be entitled to any benefits set forth in this Paragraph 4(e).  If you receive severance benefits under the terms of this Paragraph 4(e), you shall not be entitled to any severance benefits under the SSCGP Severance Plan.

(e)

SSCGP shall have the right at any time to terminate your employment hereunder for Cause, which termination shall be effective immediately upon the issuance by SSCGP of written notice to you.  For the purposes of this Agreement, “Cause” shall mean (i) the intentional refusal (except by reason of incapacity due to physical or mental illness or disability) by you to devote your entire business time to the performance of your duties hereunder as provided in Paragraph 1 above, (ii) a breach by you of the provisions of  SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A), (iii) your conviction (including a conviction on a nolo contendre plea) of a felony, (iv) your theft or misappropriation of assets of SSCGP, or any of its subsidiaries or affiliates, (v) any willful, intentional or g rossly negligent act by you having the effect of injuring the reputation or business of SSCGP, or any of its subsidiaries or affiliates, or (vi) your repeated or continued failure, neglect or refusal, to perform your duties as an employee of SSCGP (including but not limited to your failure to cooperate with an investigation by any governmental authority).  

(f)

For purposes of this Agreement, “Good Reason” means that any one or more of the following have occurred:

(i)

without the express prior written consent of the Executive, SSCGP effects any material adverse change(s) in any of the position, duties, authority or responsibilities of the Executive which are inconsistent in any material respect with the Executive’s position, authority, duties or responsibilities as contemplated by Paragraph 1 of this Agreement, which action is not remedied by SSCGP promptly after receipt of notice thereof given by the Executive;

(ii)

a reduction by SSCGP of Executive’s base annual salary as in effect on the Effective Date, or as the same may be increased from time to time thereafter without the consent of the Executive;

(iii)

any failure by the SSCGP to comply with any of the provisions of Paragraph 3 of this Agreement, other than an insubstantial and inadvertent failure remedied by SSCGP promptly after receipt of notice thereof given by the Executive; or

(iv)

any purported termination by the Company of the Executive’s employment for Cause which is not effected pursuant to a Notice of Termination (as hereinafter defined).  

Any termination of Executive’s employment by SSCGP for Cause or by Executive for Good Reason shall be communicated by written notice of termination to the other party hereto, which notice (a “Notice of Termination”) shall indicate the nature of the termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination.

As a condition of receiving the consideration set forth in Paragraphs 4(c), 4(d) and 4(e), you will be required to sign a general waiver and release of any claims you may have against SSCGP, the Company, and any of its subsidiaries or affiliates as well as a non-solicitation agreement.   

Executive’s continued employment for a period of up to sixty (60) days from the date of an event giving rise to Good Reason shall not constitute a consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.  Executive’s continued employment for any period thereafter shall constitute a consent to and a waiver of rights with respect to, any circumstance constituting Good Reason herein (except to the extent there is a pending dispute with respect to the existence of Good Reason within sixty (60) days from the date of the purported event giving rise to Good Reason).

5.

Concurrently with the execution of this Agreement, you are executing SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A) and hereby agree to be bound by the terms thereof, all of which are incorporated into and made a part of this Agreement as set forth in full herein.

6.

In further consideration of the services to be performed under this Agreement, subject to the approval of the shareholders of the Company consistent with the approval standards of Section 280G(b)(5)(B) of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, the Company shall pay you the following amounts as of the dates set forth below, provided that, subject to the exceptions noted below, you remain in employment as of each such date:

Promptly upon the effective date hereof -

$ 206,250

First Anniversary -

$ 123,750

Second Anniversary -

$ 123,750

Third Anniversary -

$ 123,750

Fourth Anniversary -

$ 123,750

Fifth Anniversary -

$ 123,750

With the exception of the payment due on the effective date hereof, each payment referred to in this Paragraph 6 shall be paid in one lump sum payment within 30 days after the relevant date, net of applicable withholding taxes.  Notwithstanding the provisions of Paragraph 4, if your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraphs 4(a), 4(b), 4(d) or 4(e), any unpaid amounts per this Paragraph 6 will be paid to you (or in the case of your death, your beneficiary as designated by you on a form to be provided by the Company) in one lump sump payment, net of applicable withholding taxes, within 30 days after the effective date of your employment termination, provided that, if you resign voluntarily from SSCGP other than for Good Reason, or are terminated for Cause, as defined in Paragraph 4(f), you will forfeit any unpaid amounts that would otherwise be payable to you per this Paragraph 6.  If your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraph 4(c), you will receive any unpaid amounts that would otherwise be payable to you pursuant to this Paragraph 6 in accordance with the payment schedule set forth above as if there was no termination of employment.  

7.

You have represented that you have no agreement with or obligations to others in conflict with this Agreement and that your execution and delivery of this Agreement and your performance of your duties hereunder shall not result in a breach of, or constitute a default under, any agreement or understanding, oral or written, to which you are a party or by which you may be bound.  This Agreement and your rights and obligations hereunder may not be assigned or otherwise transferred by you.

8.

Any controversy or claim arising out of or relating to your employment and its termination, including, but not limited to, claims of employment discrimination, this Agreement, the Trade Secret Agreement, or the breach thereof, (except for injunctive relief as provided for below) shall be subject to binding, mandatory arbitration under the auspices of the American Arbitration Association (“AAA”) conducted by a single, neutral arbitrator in accordance with the AAA National Rules for the Resolution of Employment Disputes.  To the extent permitted by law, each party will pay one half (1/2) of the costs of the arbitration, and the parties shall bear their own attorneys’ fees and costs, except that the prevailing party in such arbitration shall reimburse the other party for all reasonable attorneys’ fees and dis bursements incurred by the prevailing party relating to such arbitration.  The parties shall have the right to conduct discovery which provides them with access to documents and witnesses that are essential to the dispute, as determined, by the arbitrator.  The arbitrator’s written award shall include the essential findings and conclusions upon which the award is based.  This mutual agreement to arbitrate disputes does not prohibit or limit either your or the Company’s (or any of the Company’s subsidiaries or affiliates) right to seek equitable relief from a court for claims involving a violation of the Trade Secret Agreement, including, but not limited to, injunctive relief, pending the resolution of a dispute by arbitration or during limited judicial review.  Except for such injunctive relief, claims under the Trade Secret Agreement are subject to arbitration under this Agreement.

9.

In consideration of the employment provided under this Agreement, you agree that during your employment and for a period of one (1) year after termination of your employment, you will not, directly or indirectly, (a) solicit, induce, or influence any employee, consultant or independent contractor of the Company or any of its subsidiaries or affiliates to terminate his or her employment or relationship with the Company or any of its subsidiaries or affiliates or to work for any other business entity or person; or (b) solicit (other than on behalf of the Company or any of its subsidiaries or affiliates), divert, or attempt to divert, the business of any client or customer of the Company or any of its subsidiaries or affiliates in any district, territory, state or country where the Company or any of its subsidiaries or affiliates conducts b usiness.

10.

You agree that all designs, processes, technologies and inventions, works of authorship, including new contributions, improvements, formats, packages, programs, drawings, systems, machines, compositions of matter manufactured or sold, developments, applications and discoveries which are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates (collectively, “New Developments”), whether patentable or not, conceived, developed, invented or made by you or jointly with others during the period of your employment with the Company, shall belong to the Company and the Company shall be the sole owner of all the products and proceeds of your services, including intellectual or literary property in any form.  You shall further: (a) promptly disclose such New De velopments to the Company; (b) assign to the Company without additional compensation, all intellectual property rights to such New Developments for the United States and foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give a reasonable amount of testimony in support of your inventorship.

11.

This Agreement shall constitute the entire agreement between you and the Company and any of its subsidiaries or affiliates regarding your employment by the Company and any of its subsidiaries or affiliates and supersedes all prior agreements, arrangements or understandings, whether written or oral, relating thereto.  This Agreement may not be changed or modified except in writing duly signed by each of us as of the date first written above.

12.

This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed entirely in such State.

13.

This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company that shall acquire, directly or indirectly, by conversion, merger, consolidation, purchase or otherwise, a controlling interest in the Company.  

If the foregoing is in accordance with your understanding of the terms of your employment by SSCGP, please sign and return to the undersigned the enclosed duplicate of this letter.  Upon our receipt of such fully executed copy, this shall become a binding agreement between us.

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
		SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
		By:	/s/ Jerry L. Morris
ACCEPTED AND AGREED TO:
/s/ Beverly H. Griffith
Beverly H. Griffith
Date:	August 11, 2005

EXHIBIT A

Trade Secret Agreement

THIS TRADE SECRET AGREEMENT (the “Agreement”) is entered into by and between Beverly H. Griffith (“Employee”) and Southern Star Central Corporation (including its subsidiaries and affiliates, collectively referred to herein, as the “Company”).

In consideration of, and as part of the terms of, the employment or continued employment of Employee by the Company, the compensation paid and to be paid by the Company to Employee, the entrusting to Employee of certain trade secrets and proprietary information of the Company, and the mutual covenants and promises set forth herein, Employee and the Company agree as follows:

1.

Employee understands and acknowledges that:

(a)

the Confidential Information (as that term is defined below) is a valuable, special and unique asset of the Company;

(b)

access to and knowledge of the Confidential Information may be required so that Employee can perform duties as an employee of the Company;

(c)

it is vital to the Company’s legitimate business interests that (1) the confidentiality of the Confidential Information be preserved and (2) the Confidential Information only be used for the benefit of the Company;

(d)

disclosure of the Confidential Information to any other person or entity outside the Company or use of the Confidential Information by or on behalf of any other person or entity, unless specifically and unambiguously authorized by the Company, would result in irreparable harm to the Company;

(e)

disclosure or use beyond the permitted scope of Confidential Information entrusted to the Company by its customers and contractors would expose the Company to substantial damages;

(f)

the Confidential Information is and shall remain the exclusive property of the Company; and

(g)

nothing in this Agreement shall be construed as a grant to Employee of any rights, title or interest in, to or under the Confidential Information.

1.

Except as expressly directed by the Company, Employee shall not, during or after the term of employment by the Company, in whole or in part, disclose such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, nor shall Employee make use of any such Confidential Information for Employee’s own purposes or for the benefit of any person, firm, corporation or other entity under any circumstances during or after the term of employment; provided that if applicable law restricts the duration of the confidentiality and nonuse obligations set forth in this Paragraph 2 (the “Confidentiality and Non-Use Obligations”) for Confidential Information that is not also a trade secret under applicable law (the “Other Confidential Information”), the Confidentiality and Non-Use Obligations as to Other Confidential Information shall remain in effect during the term of your employment by the Company and for a period of seven (7) years thereafter, but shall be perpetual as to trade secrets.

2.

The Confidentiality and Non-Use Obligations shall not apply to such Confidential Information which Employee can establish by clear and convincing written proof: (a) was known by Employee both prior to employment and other than by disclosure by the Company; (b) was lawfully in the public domain and generally known in the trade prior to its disclosure hereunder, or becomes publicly available and generally known in the trade other than through a breach of this Agreement or breach of any other obligation of confidentiality to the Company; (c) was specifically and unambiguously authorized in writing for nonconfidential disclosure by a duly authorized executive officer of the Company other than by authority of Employee; or (d) was developed independently by Employee prior to employment without reference to any information disclosed by Company; provide d that only the specific information that meets the exclusion shall be excluded and not any other information that happens to appear in proximity to such excluded portion (for example, a portion of a document may be excluded without affecting the confidential nature of those portions that do not themselves qualify for exclusion).

3.

Employee agrees to notify the Company promptly upon learning about any court order or other legal requirement that purports to compel disclosure of any Confidential Information and to cooperate with the Company in the exercise of the Company's right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency.  Disclosure of Confidential Information pursuant to a court order or other legal requirement that purports to compel disclosure of any Confidential Information shall not alter the character of that information as Confidential Information hereunder.

4.

All Confidential Information, including without limitation, all Derivatives and Company Developments, are and shall continue to be the exclusive property of the Company.  Immediately upon any termination of Employee’s employment or at any time upon the request of the Company, Employee shall deliver to the Company, or its designee, all of such Confidential Information and all other Company property then in Employee’s actual or potential possession or control in any tangible or electronic form.  If Employee and Company agree that any specific Information or property cannot reasonably be delivered, Employee shall provide reasonable evidence that such materials have been destroyed, including but not limited to, the irreversible purging or erasing of any and all computer records and data files.

5.

Employee acknowledges that the Company has received and may in the future receive confidential and proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes.  Employee agrees that he/she owes the Company and such third parties, both during the term of Employee’ employment and thereafter, a duty to hold all such confidential or proprietary information in strictest confidence and not to disclose or use it in any manner that is not consistent with the Company’s agreement with such third parties, unless expressly authorized in writing to do so by a duly authorized executive officer of the Company other than himself.

6.

Employee acknowledges that all Information stored on or transmitted using Company-owned or Company-leased property or equipment is the property of the Company and is subject to access by the Company at any time without notice.

7.

The term “Confidential Information” means all information not in the public domain acquired by you from the Company, its other employees, its suppliers or customers, its agents or consultants, or others, during your employment by the Company, that relates to the present or potential businesses, products or services of the Company, for or under the direction of the Company, whether or not conducted at the Company’s facilities, as well as any other information as may be designated by the Company as confidential or that a reasonable person would understand from the circumstances of the disclosure to be confidential; and all information that is derived from any of the foregoing.  

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
ACCEPTED AND AGREED TO:
/s/ Beverly H. Griffith
Beverly H. Griffith
Date:	August 11, 2005

EX-99

SOUTHERN STAR CENTRAL CORP.

SOUTHERN STAR CENTRAL GAS PIPELINE, INC.

c/o AIG Highstar Capital, L.P.

599 Lexington Avenue, 25^th Floor

New York, NY  10022

August 11, 2005

James L. Harder

793 Live Oak Place

Owensboro, KY 42303

Dear Jim:

This letter (referred to herein as the “Agreement”) when signed by both of us, sets forth in its entirety the terms and conditions upon which you, James L. Harder (“you” or the “Executive”) will be employed by Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”).

1.

During the term of your employment hereunder, you will work for SSCGP in an executive capacity with a title of Vice President, Customer Services and Business Development and will report to the President and Chief Operating Officer.  You will have such powers, perform such duties and hold such offices as may be assigned or delegated to you from time to time by the Chairman of the Board of Directors (the “Chairman”) or the Board of Directors of the Company (the “Board”).  You will devote your full attention and expend your best efforts, energies and skills on an exclusive and full-time basis to the business of SSCGP and its affiliates.  Your principal place of employment will be in Owensboro, Kentucky, except for such time as you may be required to travel in connection with the performance of your duties; however, subject to Paragraph 4(d), you acknowledge that SSCGP or the Board may change your principal place of employment, upon reasonable notification and accommodation of transition related issues, provided that in each case such accommodation will be at the full discretion of SSCGP or the Board.  The effective date of the Agreement is the closing date of the acquisition of the Company and SSCGP by General Electric Capital Corporation.

2.

In full consideration of all of the services to be rendered by you under this Agreement, SSCGP will pay you a base salary at the rate of one hundred forty-nine thousand seven hundred nine dollars and sixty-five cents ($149,709.65) per year (that being the effective rate commencing October 2, 2004) during the term of your employment hereunder, payable in accordance with SSCGP’s existing compensation policies.  Your base salary will be reviewed during the term of your employment hereunder at such times as the salaries of executive officers in general are reviewed and may be increased taking into account, among other things, individual performance and general business conditions.  You will also be eligible to receive an annual incentive bonus in an amount up to 50% of your base salary (the “Annual Bonus Award Percenta ge”) in accordance with the SSCGP Incentive Bonus Plan then in effect, subject to the Company’s review and adjustment in the ordinary course of business.  

3.

In addition to the foregoing compensation, you shall be entitled, during the term of your employment hereunder, to the following:

(a)

Participation in and coverage under the medical insurance, dental insurance, retirement, 401(k) savings and other similar plans and programs that are generally provided by SSCGP to its employees, in each case in accordance with the terms and subject to the conditions of such plans and programs as in effect from time to time hereafter (including deduction by SSCGP from your compensation of such amounts as may be necessary for the maintenance of such coverage), except as otherwise provided in this Agreement.  

(b)

Paid vacations and holidays in accordance with SSCGP’s policy generally applicable to its employees as in effect from time to time hereafter.

(c)

Reimbursement of all authorized, reasonable travel, entertainment and other expenses paid or incurred by you in the performance of your business obligations hereunder and in accordance with SSCGP’s policies and guidelines as in effect from time to time hereafter.  You shall provide receipts or other appropriate evidence of such expenses as SSCGP may request from time to time.

4.

Subject to earlier termination pursuant to the provisions of Paragraphs 4(b), 4(c), 4(d), 4(e) and 4(f) below, the term of your employment hereunder is for a period of five (5) years commencing as of the date of this Agreement and terminating on the fifth anniversary of the date of this Agreement (the “Initial Term”); provided, however, the term of this Agreement shall be automatically extended for one-year terms on the expiration of the Initial Term or such extended term unless either party to this Agreement notifies the other in writing at least ninety (90) days prior to the expiration of the Initial Term or any extended term that such party does not want the term to be extended.  

(a)

In the event of your death at any time during the term hereof, your employment by SSCGP shall be deemed to have ceased as of the date of your death.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you or your beneficiaries arising out of this Agreement, except for benefits available to you (or your designated beneficiary) under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan year which you were eligible and any authorized but unreimbursed expenses.

(b)

In the event you satisfy the eligibility requirements for benefits under SSCGP’s long-term disability insurance program (or such other long term disability program as SSCGP or one of its affiliates maintains for the benefit of the Executive), your employment by SSCGP shall be deemed to have ceased as of the first day you fulfill the eligibility requirements to receive such benefit.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you arising out of this Agreement, except for benefits available to you under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan yea r for which you were eligible and any authorized but unreimbursed expenses.

(c)

During the term of your employment hereunder, in the event the Board directs a change in the Executive’s principal place of employment to a location that is more than 50 miles from the Executive’s current place of employment, Executive shall have the right to terminate this agreement and except as provided in Paragraph 6, Executive shall receive, in lieu of any other severance benefit payable under the terms of this Agreement, a severance payment equal to the severance payment otherwise payable to an eligible employee with equivalent service  under the Southern Star Severance Pay Plan (Non-union) or any successor plan thereto (“SSCGP Severance Plan”).  

(d)

If, during the term of this Agreement, your employment is involuntarily terminated by the Company other than for death, disability or Cause, as that term is defined below, or, if your employment is voluntarily terminated by you for Good Reason as defined below, except as provided in Paragraph 6, you will be paid a severance benefit equal to two (2) times the sum of (i) your annual base salary then in effect plus (ii) an amount equal to an average of your Annual Bonus Award Percentage paid during the term of this Agreement, including any subsequent renewal periods, for up to the three full years preceding the termination of your employment, applied to your annual base salary then in effect.  For purposes of this Agreement, your annual bonus shall mean the amount paid to you under the SSCGP Incentive Bonus Plan and shall not include a ny compensation which may be payable to you pursuant to Paragraph 6 of this Agreement or any other incentive compensation program or award.  Any severance pay set forth in this Paragraph 4(e) shall be paid in one lump sum payment within 30 days after the effective date of your employment termination date, net of applicable withholding taxes and any other amounts due the Company or any of its subsidiaries or affiliates.  If you resign voluntarily from SSCGP other than for Good Reason, as defined below, you will not be entitled to any benefits set forth in this Paragraph 4(e).  If you receive severance benefits under the terms of this Paragraph 4(e), you shall not be entitled to any severance benefits under the SSCGP Severance Plan.

(e)

SSCGP shall have the right at any time to terminate your employment hereunder for Cause, which termination shall be effective immediately upon the issuance by SSCGP of written notice to you.  For the purposes of this Agreement, “Cause” shall mean (i) the intentional refusal (except by reason of incapacity due to physical or mental illness or disability) by you to devote your entire business time to the performance of your duties hereunder as provided in Paragraph 1 above, (ii) a breach by you of the provisions of  SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A), (iii) your conviction (including a conviction on a nolo contendre plea) of a felony, (iv) your theft or misappropriation of assets of SSCGP, or any of its subsidiaries or affiliates, (v) any willful, intentional or g rossly negligent act by you having the effect of injuring the reputation or business of SSCGP, or any of its subsidiaries or affiliates, or (vi) your repeated or continued failure, neglect or refusal, to perform your duties as an employee of SSCGP (including but not limited to your failure to cooperate with an investigation by any governmental authority).  

(f)

For purposes of this Agreement, “Good Reason” means that any one or more of the following have occurred:

(i)

without the express prior written consent of the Executive, SSCGP effects any material adverse change(s) in any of the position, duties, authority or responsibilities of the Executive which are inconsistent in any material respect with the Executive’s position, authority, duties or responsibilities as contemplated by Paragraph 1 of this Agreement, which action is not remedied by SSCGP promptly after receipt of notice thereof given by the Executive;

(ii)

a reduction by SSCGP of Executive’s base annual salary as in effect on the Effective Date, or as the same may be increased from time to time thereafter without the consent of the Executive;

(iii)

any failure by the SSCGP to comply with any of the provisions of Paragraph 3 of this Agreement, other than an insubstantial and inadvertent failure remedied by SSCGP promptly after receipt of notice thereof given by the Executive; or

(iv)

any purported termination by the Company of the Executive’s employment for Cause which is not effected pursuant to a Notice of Termination (as hereinafter defined).  

Any termination of Executive’s employment by SSCGP for Cause or by Executive for Good Reason shall be communicated by written notice of termination to the other party hereto, which notice (a “Notice of Termination”) shall indicate the nature of the termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination.

As a condition of receiving the consideration set forth in Paragraphs 4(c), 4(d) and 4(e), you will be required to sign a general waiver and release of any claims you may have against SSCGP, the Company, and any of its subsidiaries or affiliates as well as a non-solicitation agreement.   

Executive’s continued employment for a period of up to sixty (60) days from the date of an event giving rise to Good Reason shall not constitute a consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.  Executive’s continued employment for any period thereafter shall constitute a consent to and a waiver of rights with respect to, any circumstance constituting Good Reason herein (except to the extent there is a pending dispute with respect to the existence of Good Reason within sixty (60) days from the date of the purported event giving rise to Good Reason).

5.

Concurrently with the execution of this Agreement, you are executing SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A) and hereby agree to be bound by the terms thereof, all of which are incorporated into and made a part of this Agreement as set forth in full herein.

6.

In further consideration of the services to be performed under this Agreement, subject to the approval of the shareholders of the Company consistent with the approval standards of Section 280G(b)(5)(B) of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, the Company shall pay you the following amounts as of the dates set forth below, provided that, subject to the exceptions noted below, you remain in employment as of each such date:

Promptly upon the effective date hereof -

$ 290,000

First Anniversary -

$ 205,000

Second Anniversary -

$ 205,000

Third Anniversary -

$ 140,000

Fourth Anniversary -

$ 130,000

Fifth Anniversary -

$   92,500

With the exception of the payment due on the effective date hereof, each payment referred to in this Paragraph 6 shall be paid in one lump sum payment within 30 days after the relevant date, net of applicable withholding taxes.  Notwithstanding the provisions of Paragraph 4, if your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraphs 4(a), 4(b), 4(d) or 4(e), any unpaid amounts per this Paragraph 6 will be paid to you (or in the case of your death, your beneficiary as designated by you on a form to be provided by the Company) in one lump sump payment, net of applicable withholding taxes, within 30 days after the effective date of your employment termination, provided that, if you resign voluntarily from SSCGP other than for Good Reason, or are terminated for Cause, as defined in Paragraph 4(f), you will forfeit any unpaid amounts that would otherwise be payable to you per this Paragraph 6.  If your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraph 4(c), you will receive any unpaid amounts that would otherwise be payable to you pursuant to this Paragraph 6 in accordance with the payment schedule set forth above as if there was no termination of employment.  

7.

You have represented that you have no agreement with or obligations to others in conflict with this Agreement and that your execution and delivery of this Agreement and your performance of your duties hereunder shall not result in a breach of, or constitute a default under, any agreement or understanding, oral or written, to which you are a party or by which you may be bound.  This Agreement and your rights and obligations hereunder may not be assigned or otherwise transferred by you.

8.

Any controversy or claim arising out of or relating to your employment and its termination, including, but not limited to, claims of employment discrimination, this Agreement, the Trade Secret Agreement, or the breach thereof, (except for injunctive relief as provided for below) shall be subject to binding, mandatory arbitration under the auspices of the American Arbitration Association (“AAA”) conducted by a single, neutral arbitrator in accordance with the AAA National Rules for the Resolution of Employment Disputes.  To the extent permitted by law, each party will pay one half (1/2) of the costs of the arbitration, and the parties shall bear their own attorneys’ fees and costs, except that the prevailing party in such arbitration shall reimburse the other party for all reasonable attorneys’ fees and dis bursements incurred by the prevailing party relating to such arbitration.  The parties shall have the right to conduct discovery which provides them with access to documents and witnesses that are essential to the dispute, as determined, by the arbitrator.  The arbitrator’s written award shall include the essential findings and conclusions upon which the award is based.  This mutual agreement to arbitrate disputes does not prohibit or limit either your or the Company’s (or any of the Company’s subsidiaries or affiliates) right to seek equitable relief from a court for claims involving a violation of the Trade Secret Agreement, including, but not limited to, injunctive relief, pending the resolution of a dispute by arbitration or during limited judicial review.  Except for such injunctive relief, claims under the Trade Secret Agreement are subject to arbitration under this Agreement.

9.

In consideration of the employment provided under this Agreement, you agree that during your employment and for a period of one (1) year after termination of your employment, you will not, directly or indirectly, (a) solicit, induce, or influence any employee, consultant or independent contractor of the Company or any of its subsidiaries or affiliates to terminate his or her employment or relationship with the Company or any of its subsidiaries or affiliates or to work for any other business entity or person; or (b) solicit (other than on behalf of the Company or any of its subsidiaries or affiliates), divert, or attempt to divert, the business of any client or customer of the Company or any of its subsidiaries or affiliates in any district, territory, state or country where the Company or any of its subsidiaries or affiliates conducts b usiness.

10.

You agree that all designs, processes, technologies and inventions, works of authorship, including new contributions, improvements, formats, packages, programs, drawings, systems, machines, compositions of matter manufactured or sold, developments, applications and discoveries which are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates (collectively, “New Developments”), whether patentable or not, conceived, developed, invented or made by you or jointly with others during the period of your employment with the Company, shall belong to the Company and the Company shall be the sole owner of all the products and proceeds of your services, including intellectual or literary property in any form.  You shall further: (a) promptly disclose such New De velopments to the Company; (b) assign to the Company without additional compensation, all intellectual property rights to such New Developments for the United States and foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give a reasonable amount of testimony in support of your inventorship.

11.

This Agreement shall constitute the entire agreement between you and the Company and any of its subsidiaries or affiliates regarding your employment by the Company and any of its subsidiaries or affiliates and supersedes all prior agreements, arrangements or understandings, whether written or oral, relating thereto.  This Agreement may not be changed or modified except in writing duly signed by each of us as of the date first written above.

12.

This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed entirely in such State.

13.

This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company that shall acquire, directly or indirectly, by conversion, merger, consolidation, purchase or otherwise, a controlling interest in the Company.  

If the foregoing is in accordance with your understanding of the terms of your employment by SSCGP, please sign and return to the undersigned the enclosed duplicate of this letter.  Upon our receipt of such fully executed copy, this shall become a binding agreement between us.

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
		SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
		By:	/s/ Jerry L. Morris
ACCEPTED AND AGREED TO:
/s/ James L. Harder
James L. Harder
Date:	August 11, 2005

EXHIBIT A

Trade Secret Agreement

THIS TRADE SECRET AGREEMENT (the “Agreement”) is entered into by and between James L. Harder (“Employee”) and Southern Star Central Corporation (including its subsidiaries and affiliates, collectively referred to herein, as the “Company”).

In consideration of, and as part of the terms of, the employment or continued employment of Employee by the Company, the compensation paid and to be paid by the Company to Employee, the entrusting to Employee of certain trade secrets and proprietary information of the Company, and the mutual covenants and promises set forth herein, Employee and the Company agree as follows:

1.

Employee understands and acknowledges that:

(a)

the Confidential Information (as that term is defined below) is a valuable, special and unique asset of the Company;

(b)

access to and knowledge of the Confidential Information may be required so that Employee can perform duties as an employee of the Company;

(c)

it is vital to the Company’s legitimate business interests that (1) the confidentiality of the Confidential Information be preserved and (2) the Confidential Information only be used for the benefit of the Company;

(d)

disclosure of the Confidential Information to any other person or entity outside the Company or use of the Confidential Information by or on behalf of any other person or entity, unless specifically and unambiguously authorized by the Company, would result in irreparable harm to the Company;

(e)

disclosure or use beyond the permitted scope of Confidential Information entrusted to the Company by its customers and contractors would expose the Company to substantial damages;

(f)

the Confidential Information is and shall remain the exclusive property of the Company; and

(g)

nothing in this Agreement shall be construed as a grant to Employee of any rights, title or interest in, to or under the Confidential Information.

1.

Except as expressly directed by the Company, Employee shall not, during or after the term of employment by the Company, in whole or in part, disclose such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, nor shall Employee make use of any such Confidential Information for Employee’s own purposes or for the benefit of any person, firm, corporation or other entity under any circumstances during or after the term of employment; provided that if applicable law restricts the duration of the confidentiality and nonuse obligations set forth in this Paragraph 2 (the “Confidentiality and Non-Use Obligations”) for Confidential Information that is not also a trade secret under applicable law (the “Other Confidential Information”), the Confidentiality and Non-Use Obligations as to Other Confidential Information shall remain in effect during the term of your employment by the Company and for a period of seven (7) years thereafter, but shall be perpetual as to trade secrets.

2.

The Confidentiality and Non-Use Obligations shall not apply to such Confidential Information which Employee can establish by clear and convincing written proof: (a) was known by Employee both prior to employment and other than by disclosure by the Company; (b) was lawfully in the public domain and generally known in the trade prior to its disclosure hereunder, or becomes publicly available and generally known in the trade other than through a breach of this Agreement or breach of any other obligation of confidentiality to the Company; (c) was specifically and unambiguously authorized in writing for nonconfidential disclosure by a duly authorized executive officer of the Company other than by authority of Employee; or (d) was developed independently by Employee prior to employment without reference to any information disclosed by Company; provide d that only the specific information that meets the exclusion shall be excluded and not any other information that happens to appear in proximity to such excluded portion (for example, a portion of a document may be excluded without affecting the confidential nature of those portions that do not themselves qualify for exclusion).

3.

Employee agrees to notify the Company promptly upon learning about any court order or other legal requirement that purports to compel disclosure of any Confidential Information and to cooperate with the Company in the exercise of the Company's right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency.  Disclosure of Confidential Information pursuant to a court order or other legal requirement that purports to compel disclosure of any Confidential Information shall not alter the character of that information as Confidential Information hereunder.

4.

All Confidential Information, including without limitation, all Derivatives and Company Developments, are and shall continue to be the exclusive property of the Company.  Immediately upon any termination of Employee’s employment or at any time upon the request of the Company, Employee shall deliver to the Company, or its designee, all of such Confidential Information and all other Company property then in Employee’s actual or potential possession or control in any tangible or electronic form.  If Employee and Company agree that any specific Information or property cannot reasonably be delivered, Employee shall provide reasonable evidence that such materials have been destroyed, including but not limited to, the irreversible purging or erasing of any and all computer records and data files.

5.

Employee acknowledges that the Company has received and may in the future receive confidential and proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes.  Employee agrees that he/she owes the Company and such third parties, both during the term of Employee’ employment and thereafter, a duty to hold all such confidential or proprietary information in strictest confidence and not to disclose or use it in any manner that is not consistent with the Company’s agreement with such third parties, unless expressly authorized in writing to do so by a duly authorized executive officer of the Company other than himself.

6.

Employee acknowledges that all Information stored on or transmitted using Company-owned or Company-leased property or equipment is the property of the Company and is subject to access by the Company at any time without notice.

7.

The term “Confidential Information” means all information not in the public domain acquired by you from the Company, its other employees, its suppliers or customers, its agents or consultants, or others, during your employment by the Company, that relates to the present or potential businesses, products or services of the Company, for or under the direction of the Company, whether or not conducted at the Company’s facilities, as well as any other information as may be designated by the Company as confidential or that a reasonable person would understand from the circumstances of the disclosure to be confidential; and all information that is derived from any of the foregoing.  

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
ACCEPTED AND AGREED TO:
/s/ James L. Harder
James L. Harder
Date:	August 11, 2005

EX-99

SOUTHERN STAR CENTRAL CORP.

SOUTHERN STAR CENTRAL GAS PIPELINE, INC.

c/o AIG Highstar Capital, L.P.

599 Lexington Avenue, 25^th Floor

New York, NY  10022

August 11, 2005

Susanne W. Harris

1621 Linden Avenue

Owensboro, KY 42301

Dear Susie:

This letter (referred to herein as the “Agreement”) when signed by both of us, sets forth in its entirety the terms and conditions upon which you, Susanne W. Harris (“you” or the “Executive”) will be employed by Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”).

1.

During the term of your employment hereunder, you will work for SSCGP in an executive capacity with a title of Vice President, Finance & Accounting and Controller and will report to the President and Chief Operating Officer.  You will have such powers, perform such duties and hold such offices as may be assigned or delegated to you from time to time by the Chairman of the Board of Directors (the “Chairman”) or the Board of Directors of the Company (the “Board”).  You will devote your full attention and expend your best efforts, energies and skills on an exclusive and full-time basis to the business of SSCGP and its affiliates.  Your principal place of employment will be in Owensboro, Kentucky, except for such time as you may be required to travel in connection with the performance of your duties; ho wever, subject to Paragraph 4(d), you acknowledge that SSCGP or the Board may change your principal place of employment, upon reasonable notification and accommodation of transition related issues, provided that in each case such accommodation will be at the full discretion of SSCGP or the Board.  The effective date of the Agreement is the closing date of the acquisition of the Company and SSCGP by General Electric Capital Corporation.

2.

In full consideration of all of the services to be rendered by you under this Agreement, SSCGP will pay you a base salary at the rate of one hundred forty thousand sixty-two dollars and fifty cents ($140,062.50) per year (that being the effective rate commencing October 2, 2004) during the term of your employment hereunder, payable in accordance with SSCGP’s existing compensation policies.  Your base salary will be reviewed during the term of your employment hereunder at such times as the salaries of executive officers in general are reviewed and may be increased taking into account, among other things, individual performance and general business conditions.  You will also be eligible to receive an annual incentive bonus in an amount up to 50% of your base salary (the “Annual Bonus Award Percentage”) in ac cordance with the SSCGP Incentive Bonus Plan then in effect, subject to the Company’s review and adjustment in the ordinary course of business.  

3.

In addition to the foregoing compensation, you shall be entitled, during the term of your employment hereunder, to the following:

(a)

Participation in and coverage under the medical insurance, dental insurance, retirement, 401(k) savings and other similar plans and programs that are generally provided by SSCGP to its employees, in each case in accordance with the terms and subject to the conditions of such plans and programs as in effect from time to time hereafter (including deduction by SSCGP from your compensation of such amounts as may be necessary for the maintenance of such coverage), except as otherwise provided in this Agreement.  

(b)

Paid vacations and holidays in accordance with SSCGP’s policy generally applicable to its employees as in effect from time to time hereafter.

(c)

Reimbursement of all authorized, reasonable travel, entertainment and other expenses paid or incurred by you in the performance of your business obligations hereunder and in accordance with SSCGP’s policies and guidelines as in effect from time to time hereafter.  You shall provide receipts or other appropriate evidence of such expenses as SSCGP may request from time to time.

4.

Subject to earlier termination pursuant to the provisions of Paragraphs 4(b), 4(c), 4(d), 4(e) and 4(f) below, the term of your employment hereunder is for a period of five (5) years commencing as of the date of this Agreement and terminating on the fifth anniversary of the date of this Agreement (the “Initial Term”); provided, however, the term of this Agreement shall be automatically extended for one-year terms on the expiration of the Initial Term or such extended term unless either party to this Agreement notifies the other in writing at least ninety (90) days prior to the expiration of the Initial Term or any extended term that such party does not want the term to be extended.  

(a)

In the event of your death at any time during the term hereof, your employment by SSCGP shall be deemed to have ceased as of the date of your death.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you or your beneficiaries arising out of this Agreement, except for benefits available to you (or your designated beneficiary) under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan year which you were eligible and any authorized but unreimbursed expenses.

(b)

In the event you satisfy the eligibility requirements for benefits under SSCGP’s long-term disability insurance program (or such other long term disability program as SSCGP or one of its affiliates maintains for the benefit of the Executive), your employment by SSCGP shall be deemed to have ceased as of the first day you fulfill the eligibility requirements to receive such benefit.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you arising out of this Agreement, except for benefits available to you under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan yea r for which you were eligible and any authorized but unreimbursed expenses.

(c)

During the term of your employment hereunder, in the event the Board directs a change in the Executive’s principal place of employment to a location that is more than 50 miles from the Executive’s current place of employment, Executive shall have the right to terminate this agreement and except as provided in Paragraph 6, Executive shall receive, in lieu of any other severance benefit payable under the terms of this Agreement, a severance payment equal to the severance payment otherwise payable to an eligible employee with equivalent service  under the Southern Star Severance Pay Plan (Non-union) or any successor plan thereto (“SSCGP Severance Plan”).  

(d)

If, during the term of this Agreement, your employment is involuntarily terminated by the Company other than for death, disability or Cause, as that term is defined below, or, if your employment is voluntarily terminated by you for Good Reason as defined below, except as provided in Paragraph 6, you will be paid a severance benefit equal to two (2) times the sum of (i) your annual base salary then in effect plus (ii) an amount equal to an average of your Annual Bonus Award Percentage paid during the term of this Agreement, including any subsequent renewal periods, for up to the three full years preceding the termination of your employment, applied to your annual base salary then in effect.  For purposes of this Agreement, your annual bonus shall mean the amount paid to you under the SSCGP Incentive Bonus Plan and shall not include a ny compensation which may be payable to you pursuant to Paragraph 6 of this Agreement or any other incentive compensation program or award.  Any severance pay set forth in this Paragraph 4(e) shall be paid in one lump sum payment within 30 days after the effective date of your employment termination date, net of applicable withholding taxes and any other amounts due the Company or any of its subsidiaries or affiliates.  If you resign voluntarily from SSCGP other than for Good Reason, as defined below, you will not be entitled to any benefits set forth in this Paragraph 4(e).  If you receive severance benefits under the terms of this Paragraph 4(e), you shall not be entitled to any severance benefits under the SSCGP Severance Plan.

(e)

SSCGP shall have the right at any time to terminate your employment hereunder for Cause, which termination shall be effective immediately upon the issuance by SSCGP of written notice to you.  For the purposes of this Agreement, “Cause” shall mean (i) the intentional refusal (except by reason of incapacity due to physical or mental illness or disability) by you to devote your entire business time to the performance of your duties hereunder as provided in Paragraph 1 above, (ii) a breach by you of the provisions of  SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A), (iii) your conviction (including a conviction on a nolo contendre plea) of a felony, (iv) your theft or misappropriation of assets of SSCGP, or any of its subsidiaries or affiliates, (v) any willful, intentional or g rossly negligent act by you having the effect of injuring the reputation or business of SSCGP, or any of its subsidiaries or affiliates, or (vi) your repeated or continued failure, neglect or refusal, to perform your duties as an employee of SSCGP (including but not limited to your failure to cooperate with an investigation by any governmental authority).  

(f)

For purposes of this Agreement, “Good Reason” means that any one or more of the following have occurred:

(i)

without the express prior written consent of the Executive, SSCGP effects any material adverse change(s) in any of the position, duties, authority or responsibilities of the Executive which are inconsistent in any material respect with the Executive’s position, authority, duties or responsibilities as contemplated by Paragraph 1 of this Agreement, which action is not remedied by SSCGP promptly after receipt of notice thereof given by the Executive;

(ii)

a reduction by SSCGP of Executive’s base annual salary as in effect on the Effective Date, or as the same may be increased from time to time thereafter without the consent of the Executive;

(iii)

any failure by the SSCGP to comply with any of the provisions of Paragraph 3 of this Agreement, other than an insubstantial and inadvertent failure remedied by SSCGP promptly after receipt of notice thereof given by the Executive; or

(iv)

any purported termination by the Company of the Executive’s employment for Cause which is not effected pursuant to a Notice of Termination (as hereinafter defined).  

Any termination of Executive’s employment by SSCGP for Cause or by Executive for Good Reason shall be communicated by written notice of termination to the other party hereto, which notice (a “Notice of Termination”) shall indicate the nature of the termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination.

As a condition of receiving the consideration set forth in Paragraphs 4(c), 4(d) and 4(e), you will be required to sign a general waiver and release of any claims you may have against SSCGP, the Company, and any of its subsidiaries or affiliates as well as a non-solicitation agreement.   

Executive’s continued employment for a period of up to sixty (60) days from the date of an event giving rise to Good Reason shall not constitute a consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.  Executive’s continued employment for any period thereafter shall constitute a consent to and a waiver of rights with respect to, any circumstance constituting Good Reason herein (except to the extent there is a pending dispute with respect to the existence of Good Reason within sixty (60) days from the date of the purported event giving rise to Good Reason).

5.

Concurrently with the execution of this Agreement, you are executing SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A) and hereby agree to be bound by the terms thereof, all of which are incorporated into and made a part of this Agreement as set forth in full herein.

6.

In further consideration of the services to be performed under this Agreement, subject to the approval of the shareholders of the Company consistent with the approval standards of Section 280G(b)(5)(B) of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, the Company shall pay you the following amounts as of the dates set forth below, provided that, subject to the exceptions noted below, you remain in employment as of each such date:

Promptly upon the effective date hereof -

$ 234,375

First Anniversary -

$ 140,625

Second Anniversary -

$ 140,625

Third Anniversary -

$ 140,625

Fourth Anniversary -

$ 140,625

Fifth Anniversary -

$ 140,625

With the exception of the payment due on the effective date hereof, each payment referred to in this Paragraph 6 shall be paid in one lump sum payment within 30 days after the relevant date, net of applicable withholding taxes.  Notwithstanding the provisions of Paragraph 4, if your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraphs 4(a), 4(b), 4(d) or 4(e), any unpaid amounts per this Paragraph 6 will be paid to you (or in the case of your death, your beneficiary as designated by you on a form to be provided by the Company) in one lump sump payment, net of applicable withholding taxes, within 30 days after the effective date of your employment termination, provided that, if you resign voluntarily from SSCGP other than for Good Reason, or are terminated for Cause, as defined in Paragraph 4(f), you will forfeit any unpaid amounts that would otherwise be payable to you per this Paragraph 6.  If your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraph 4(c), you will receive any unpaid amounts that would otherwise be payable to you pursuant to this Paragraph 6 in accordance with the payment schedule set forth above as if there was no termination of employment.  

7.

You have represented that you have no agreement with or obligations to others in conflict with this Agreement and that your execution and delivery of this Agreement and your performance of your duties hereunder shall not result in a breach of, or constitute a default under, any agreement or understanding, oral or written, to which you are a party or by which you may be bound.  This Agreement and your rights and obligations hereunder may not be assigned or otherwise transferred by you.

8.

Any controversy or claim arising out of or relating to your employment and its termination, including, but not limited to, claims of employment discrimination, this Agreement, the Trade Secret Agreement, or the breach thereof, (except for injunctive relief as provided for below) shall be subject to binding, mandatory arbitration under the auspices of the American Arbitration Association (“AAA”) conducted by a single, neutral arbitrator in accordance with the AAA National Rules for the Resolution of Employment Disputes.  To the extent permitted by law, each party will pay one half (1/2) of the costs of the arbitration, and the parties shall bear their own attorneys’ fees and costs, except that the prevailing party in such arbitration shall reimburse the other party for all reasonable attorneys’ fees and dis bursements incurred by the prevailing party relating to such arbitration.  The parties shall have the right to conduct discovery which provides them with access to documents and witnesses that are essential to the dispute, as determined, by the arbitrator.  The arbitrator’s written award shall include the essential findings and conclusions upon which the award is based.  This mutual agreement to arbitrate disputes does not prohibit or limit either your or the Company’s (or any of the Company’s subsidiaries or affiliates) right to seek equitable relief from a court for claims involving a violation of the Trade Secret Agreement, including, but not limited to, injunctive relief, pending the resolution of a dispute by arbitration or during limited judicial review.  Except for such injunctive relief, claims under the Trade Secret Agreement are subject to arbitration under this Agreement.

9.

In consideration of the employment provided under this Agreement, you agree that during your employment and for a period of one (1) year after termination of your employment, you will not, directly or indirectly, (a) solicit, induce, or influence any employee, consultant or independent contractor of the Company or any of its subsidiaries or affiliates to terminate his or her employment or relationship with the Company or any of its subsidiaries or affiliates or to work for any other business entity or person; or (b) solicit (other than on behalf of the Company or any of its subsidiaries or affiliates), divert, or attempt to divert, the business of any client or customer of the Company or any of its subsidiaries or affiliates in any district, territory, state or country where the Company or any of its subsidiaries or affiliates conducts b usiness.

10.

You agree that all designs, processes, technologies and inventions, works of authorship, including new contributions, improvements, formats, packages, programs, drawings, systems, machines, compositions of matter manufactured or sold, developments, applications and discoveries which are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates (collectively, “New Developments”), whether patentable or not, conceived, developed, invented or made by you or jointly with others during the period of your employment with the Company, shall belong to the Company and the Company shall be the sole owner of all the products and proceeds of your services, including intellectual or literary property in any form.  You shall further: (a) promptly disclose such New De velopments to the Company; (b) assign to the Company without additional compensation, all intellectual property rights to such New Developments for the United States and foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give a reasonable amount of testimony in support of your inventorship.

11.

This Agreement shall constitute the entire agreement between you and the Company and any of its subsidiaries or affiliates regarding your employment by the Company and any of its subsidiaries or affiliates and supersedes all prior agreements, arrangements or understandings, whether written or oral, relating thereto.  This Agreement may not be changed or modified except in writing duly signed by each of us as of the date first written above.

12.

This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed entirely in such State.

13.

This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company that shall acquire, directly or indirectly, by conversion, merger, consolidation, purchase or otherwise, a controlling interest in the Company.  

If the foregoing is in accordance with your understanding of the terms of your employment by SSCGP, please sign and return to the undersigned the enclosed duplicate of this letter.  Upon our receipt of such fully executed copy, this shall become a binding agreement between us.

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
		SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
		By:	/s/ Jerry L. Morris
ACCEPTED AND AGREED TO:
/s/ Susanne W. Harris
Susanne W. Harris
Date:	August 11, 2005

EXHIBIT A

Trade Secret Agreement

THIS TRADE SECRET AGREEMENT (the “Agreement”) is entered into by and between Susanne W. Harris (“Employee”) and Southern Star Central Corporation (including its subsidiaries and affiliates, collectively referred to herein, as the “Company”).

In consideration of, and as part of the terms of, the employment or continued employment of Employee by the Company, the compensation paid and to be paid by the Company to Employee, the entrusting to Employee of certain trade secrets and proprietary information of the Company, and the mutual covenants and promises set forth herein, Employee and the Company agree as follows:

1.

Employee understands and acknowledges that:

(a)

the Confidential Information (as that term is defined below) is a valuable, special and unique asset of the Company;

(b)

access to and knowledge of the Confidential Information may be required so that Employee can perform duties as an employee of the Company;

(c)

it is vital to the Company’s legitimate business interests that (1) the confidentiality of the Confidential Information be preserved and (2) the Confidential Information only be used for the benefit of the Company;

(d)

disclosure of the Confidential Information to any other person or entity outside the Company or use of the Confidential Information by or on behalf of any other person or entity, unless specifically and unambiguously authorized by the Company, would result in irreparable harm to the Company;

(e)

disclosure or use beyond the permitted scope of Confidential Information entrusted to the Company by its customers and contractors would expose the Company to substantial damages;

(f)

the Confidential Information is and shall remain the exclusive property of the Company; and

(g)

nothing in this Agreement shall be construed as a grant to Employee of any rights, title or interest in, to or under the Confidential Information.

1.

Except as expressly directed by the Company, Employee shall not, during or after the term of employment by the Company, in whole or in part, disclose such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, nor shall Employee make use of any such Confidential Information for Employee’s own purposes or for the benefit of any person, firm, corporation or other entity under any circumstances during or after the term of employment; provided that if applicable law restricts the duration of the confidentiality and nonuse obligations set forth in this Paragraph 2 (the “Confidentiality and Non-Use Obligations”) for Confidential Information that is not also a trade secret under applicable law (the “Other Confidential Information”), the Confidentiality and Non-Use Obligations as to Other Confidential Information shall remain in effect during the term of your employment by the Company and for a period of seven (7) years thereafter, but shall be perpetual as to trade secrets.

2.

The Confidentiality and Non-Use Obligations shall not apply to such Confidential Information which Employee can establish by clear and convincing written proof: (a) was known by Employee both prior to employment and other than by disclosure by the Company; (b) was lawfully in the public domain and generally known in the trade prior to its disclosure hereunder, or becomes publicly available and generally known in the trade other than through a breach of this Agreement or breach of any other obligation of confidentiality to the Company; (c) was specifically and unambiguously authorized in writing for nonconfidential disclosure by a duly authorized executive officer of the Company other than by authority of Employee; or (d) was developed independently by Employee prior to employment without reference to any information disclosed by Company; provide d that only the specific information that meets the exclusion shall be excluded and not any other information that happens to appear in proximity to such excluded portion (for example, a portion of a document may be excluded without affecting the confidential nature of those portions that do not themselves qualify for exclusion).

3.

Employee agrees to notify the Company promptly upon learning about any court order or other legal requirement that purports to compel disclosure of any Confidential Information and to cooperate with the Company in the exercise of the Company's right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency.  Disclosure of Confidential Information pursuant to a court order or other legal requirement that purports to compel disclosure of any Confidential Information shall not alter the character of that information as Confidential Information hereunder.

4.

All Confidential Information, including without limitation, all Derivatives and Company Developments, are and shall continue to be the exclusive property of the Company.  Immediately upon any termination of Employee’s employment or at any time upon the request of the Company, Employee shall deliver to the Company, or its designee, all of such Confidential Information and all other Company property then in Employee’s actual or potential possession or control in any tangible or electronic form.  If Employee and Company agree that any specific Information or property cannot reasonably be delivered, Employee shall provide reasonable evidence that such materials have been destroyed, including but not limited to, the irreversible purging or erasing of any and all computer records and data files.

5.

Employee acknowledges that the Company has received and may in the future receive confidential and proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes.  Employee agrees that he/she owes the Company and such third parties, both during the term of Employee’ employment and thereafter, a duty to hold all such confidential or proprietary information in strictest confidence and not to disclose or use it in any manner that is not consistent with the Company’s agreement with such third parties, unless expressly authorized in writing to do so by a duly authorized executive officer of the Company other than himself.

6.

Employee acknowledges that all Information stored on or transmitted using Company-owned or Company-leased property or equipment is the property of the Company and is subject to access by the Company at any time without notice.

7.

The term “Confidential Information” means all information not in the public domain acquired by you from the Company, its other employees, its suppliers or customers, its agents or consultants, or others, during your employment by the Company, that relates to the present or potential businesses, products or services of the Company, for or under the direction of the Company, whether or not conducted at the Company’s facilities, as well as any other information as may be designated by the Company as confidential or that a reasonable person would understand from the circumstances of the disclosure to be confidential; and all information that is derived from any of the foregoing.  

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
ACCEPTED AND AGREED TO:
/s/ Susanne W. Harris
Susanne W. Harris
Date:	August 11, 2005

EX-99

SOUTHERN STAR CENTRAL CORP.

SOUTHERN STAR CENTRAL GAS PIPELINE, INC.

c/o AIG Highstar Capital, L.P.

599 Lexington Avenue, 25^th Floor

New York, NY  10022

August 11, 2005

Daryl R. Johnson

3288 Buckland Square, Apartment B

Owensboro, KY 42301

Dear Daryl:

This letter (referred to herein as the “Agreement”) when signed by both of us, sets forth in its entirety the terms and conditions upon which you, Daryl R. Johnson (“you” or the “Executive”) will be employed by Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”).

1.

During the term of your employment hereunder, you will work for SSCGP in an executive capacity with a title of Vice President, Rates and Regulatory and will report to the President and Chief Operating Officer.  You will have such powers, perform such duties and hold such offices as may be assigned or delegated to you from time to time by the Chairman of the Board of Directors (the “Chairman”) or the Board of Directors of the Company (the “Board”).  You will devote your full attention and expend your best efforts, energies and skills on an exclusive and full-time basis to the business of SSCGP and its affiliates.  Your principal place of employment will be in Owensboro, Kentucky, except for such time as you may be required to travel in connection with the performance of your duties; however, subject to P aragraph 4(d), you acknowledge that SSCGP or the Board may change your principal place of employment, upon reasonable notification and accommodation of transition related issues, provided that in each case such accommodation will be at the full discretion of SSCGP or the Board.  The effective date of the Agreement is the closing date of the acquisition of the Company and SSCGP by General Electric Capital Corporation.

2.

In full consideration of all of the services to be rendered by you under this Agreement, SSCGP will pay you a base salary at the rate of one hundred forty-one thousand thirty-four dollars and fifty cents ($141,034.50) per year (that being the effective rate commencing October 2, 2004) during the term of your employment hereunder, payable in accordance with SSCGP’s existing compensation policies.  Your base salary will be reviewed during the term of your employment hereunder at such times as the salaries of executive officers in general are reviewed and may be increased taking into account, among other things, individual performance and general business conditions.  You will also be eligible to receive an annual incentive bonus in an amount up to 50% of your base salary (the “Annual Bonus Award Percentage”) in accordance with the SSCGP Incentive Bonus Plan then in effect, subject to the Company’s review and adjustment in the ordinary course of business.  

3.

In addition to the foregoing compensation, you shall be entitled, during the term of your employment hereunder, to the following:

(a)

Participation in and coverage under the medical insurance, dental insurance, retirement, 401(k) savings and other similar plans and programs that are generally provided by SSCGP to its employees, in each case in accordance with the terms and subject to the conditions of such plans and programs as in effect from time to time hereafter (including deduction by SSCGP from your compensation of such amounts as may be necessary for the maintenance of such coverage), except as otherwise provided in this Agreement.  

(b)

Paid vacations and holidays in accordance with SSCGP’s policy generally applicable to its employees as in effect from time to time hereafter.

(c)

Reimbursement of all authorized, reasonable travel, entertainment and other expenses paid or incurred by you in the performance of your business obligations hereunder and in accordance with SSCGP’s policies and guidelines as in effect from time to time hereafter.  You shall provide receipts or other appropriate evidence of such expenses as SSCGP may request from time to time.

4.

Subject to earlier termination pursuant to the provisions of Paragraphs 4(b), 4(c), 4(d), 4(e) and 4(f) below, the term of your employment hereunder is for a period of five (5) years commencing as of the date of this Agreement and terminating on the fifth anniversary of the date of this Agreement (the “Initial Term”); provided, however, the term of this Agreement shall be automatically extended for one-year terms on the expiration of the Initial Term or such extended term unless either party to this Agreement notifies the other in writing at least ninety (90) days prior to the expiration of the Initial Term or any extended term that such party does not want the term to be extended.  

(a)

In the event of your death at any time during the term hereof, your employment by SSCGP shall be deemed to have ceased as of the date of your death.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you or your beneficiaries arising out of this Agreement, except for benefits available to you (or your designated beneficiary) under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan year which you were eligible and any authorized but unreimbursed expenses.

(b)

In the event you satisfy the eligibility requirements for benefits under SSCGP’s long-term disability insurance program (or such other long term disability program as SSCGP or one of its affiliates maintains for the benefit of the Executive), your employment by SSCGP shall be deemed to have ceased as of the first day you fulfill the eligibility requirements to receive such benefit.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you arising out of this Agreement, except for benefits available to you under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan yea r for which you were eligible and any authorized but unreimbursed expenses.

(c)

During the term of your employment hereunder, in the event the Board directs a change in the Executive’s principal place of employment to a location that is more than 50 miles from the Executive’s current place of employment, Executive shall have the right to terminate this agreement and except as provided in Paragraph 6, Executive shall receive, in lieu of any other severance benefit payable under the terms of this Agreement, a severance payment equal to the severance payment otherwise payable to an eligible employee with equivalent service  under the Southern Star Severance Pay Plan (Non-union) or any successor plan thereto (“SSCGP Severance Plan”).  

(d)

If, during the term of this Agreement, your employment is involuntarily terminated by the Company other than for death, disability or Cause, as that term is defined below, or, if your employment is voluntarily terminated by you for Good Reason as defined below, except as provided in Paragraph 6, you will be paid a severance benefit equal to two (2) times the sum of (i) your annual base salary then in effect plus (ii) an amount equal to an average of your Annual Bonus Award Percentage paid during the term of this Agreement, including any subsequent renewal periods, for up to the three full years preceding the termination of your employment, applied to your annual base salary then in effect.  For purposes of this Agreement, your annual bonus shall mean the amount paid to you under the SSCGP Incentive Bonus Plan and shall not include a ny compensation which may be payable to you pursuant to Paragraph 6 of this Agreement or any other incentive compensation program or award.  Any severance pay set forth in this Paragraph 4(e) shall be paid in one lump sum payment within 30 days after the effective date of your employment termination date, net of applicable withholding taxes and any other amounts due the Company or any of its subsidiaries or affiliates.  If you resign voluntarily from SSCGP other than for Good Reason, as defined below, you will not be entitled to any benefits set forth in this Paragraph 4(e).  If you receive severance benefits under the terms of this Paragraph 4(e), you shall not be entitled to any severance benefits under the SSCGP Severance Plan.

(e)

SSCGP shall have the right at any time to terminate your employment hereunder for Cause, which termination shall be effective immediately upon the issuance by SSCGP of written notice to you.  For the purposes of this Agreement, “Cause” shall mean (i) the intentional refusal (except by reason of incapacity due to physical or mental illness or disability) by you to devote your entire business time to the performance of your duties hereunder as provided in Paragraph 1 above, (ii) a breach by you of the provisions of  SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A), (iii) your conviction (including a conviction on a nolo contendre plea) of a felony, (iv) your theft or misappropriation of assets of SSCGP, or any of its subsidiaries or affiliates, (v) any willful, intentional or g rossly negligent act by you having the effect of injuring the reputation or business of SSCGP, or any of its subsidiaries or affiliates, or (vi) your repeated or continued failure, neglect or refusal, to perform your duties as an employee of SSCGP (including but not limited to your failure to cooperate with an investigation by any governmental authority).  

(f)

For purposes of this Agreement, “Good Reason” means that any one or more of the following have occurred:

(i)

without the express prior written consent of the Executive, SSCGP effects any material adverse change(s) in any of the position, duties, authority or responsibilities of the Executive which are inconsistent in any material respect with the Executive’s position, authority, duties or responsibilities as contemplated by Paragraph 1 of this Agreement, which action is not remedied by SSCGP promptly after receipt of notice thereof given by the Executive;

(ii)

a reduction by SSCGP of Executive’s base annual salary as in effect on the Effective Date, or as the same may be increased from time to time thereafter without the consent of the Executive;

(iii)

any failure by the SSCGP to comply with any of the provisions of Paragraph 3 of this Agreement, other than an insubstantial and inadvertent failure remedied by SSCGP promptly after receipt of notice thereof given by the Executive; or

(iv)

any purported termination by the Company of the Executive’s employment for Cause which is not effected pursuant to a Notice of Termination (as hereinafter defined).  

Any termination of Executive’s employment by SSCGP for Cause or by Executive for Good Reason shall be communicated by written notice of termination to the other party hereto, which notice (a “Notice of Termination”) shall indicate the nature of the termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination.

As a condition of receiving the consideration set forth in Paragraphs 4(c), 4(d) and 4(e), you will be required to sign a general waiver and release of any claims you may have against SSCGP, the Company, and any of its subsidiaries or affiliates as well as a non-solicitation agreement.   

Executive’s continued employment for a period of up to sixty (60) days from the date of an event giving rise to Good Reason shall not constitute a consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.  Executive’s continued employment for any period thereafter shall constitute a consent to and a waiver of rights with respect to, any circumstance constituting Good Reason herein (except to the extent there is a pending dispute with respect to the existence of Good Reason within sixty (60) days from the date of the purported event giving rise to Good Reason).

5.

Concurrently with the execution of this Agreement, you are executing SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A) and hereby agree to be bound by the terms thereof, all of which are incorporated into and made a part of this Agreement as set forth in full herein.

6.

In further consideration of the services to be performed under this Agreement, subject to the approval of the shareholders of the Company consistent with the approval standards of Section 280G(b)(5)(B) of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, the Company shall pay you the following amounts as of the dates set forth below, provided that, subject to the exceptions noted below, you remain in employment as of each such date:

Promptly upon the effective date hereof -

$ 312,500

First Anniversary -

$ 187,500

Second Anniversary -

$ 187,500

Third Anniversary -

$ 187,500

Fourth Anniversary -

$ 187,500

Fifth Anniversary -

$ 187,500

With the exception of the payment due on the effective date hereof, each payment referred to in this Paragraph 6 shall be paid in one lump sum payment within 30 days after the relevant date, net of applicable withholding taxes.  Notwithstanding the provisions of Paragraph 4, if your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraphs 4(a), 4(b), 4(d) or 4(e), any unpaid amounts per this Paragraph 6 will be paid to you (or in the case of your death, your beneficiary as designated by you on a form to be provided by the Company) in one lump sump payment, net of applicable withholding taxes, within 30 days after the effective date of your employment termination, provided that, if you resign voluntarily from SSCGP other than for Good Reason, or are terminated for Cause, as defined in Paragraph 4(f), you will forfeit any unpaid amounts that would otherwise be payable to you per this Paragraph 6.  If your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraph 4(c), you will receive any unpaid amounts that would otherwise be payable to you pursuant to this Paragraph 6 in accordance with the payment schedule set forth above as if there was no termination of employment.  

7.

You have represented that you have no agreement with or obligations to others in conflict with this Agreement and that your execution and delivery of this Agreement and your performance of your duties hereunder shall not result in a breach of, or constitute a default under, any agreement or understanding, oral or written, to which you are a party or by which you may be bound.  This Agreement and your rights and obligations hereunder may not be assigned or otherwise transferred by you.

8.

Any controversy or claim arising out of or relating to your employment and its termination, including, but not limited to, claims of employment discrimination, this Agreement, the Trade Secret Agreement, or the breach thereof, (except for injunctive relief as provided for below) shall be subject to binding, mandatory arbitration under the auspices of the American Arbitration Association (“AAA”) conducted by a single, neutral arbitrator in accordance with the AAA National Rules for the Resolution of Employment Disputes.  To the extent permitted by law, each party will pay one half (1/2) of the costs of the arbitration, and the parties shall bear their own attorneys’ fees and costs, except that the prevailing party in such arbitration shall reimburse the other party for all reasonable attorneys’ fees and dis bursements incurred by the prevailing party relating to such arbitration.  The parties shall have the right to conduct discovery which provides them with access to documents and witnesses that are essential to the dispute, as determined, by the arbitrator.  The arbitrator’s written award shall include the essential findings and conclusions upon which the award is based.  This mutual agreement to arbitrate disputes does not prohibit or limit either your or the Company’s (or any of the Company’s subsidiaries or affiliates) right to seek equitable relief from a court for claims involving a violation of the Trade Secret Agreement, including, but not limited to, injunctive relief, pending the resolution of a dispute by arbitration or during limited judicial review.  Except for such injunctive relief, claims under the Trade Secret Agreement are subject to arbitration under this Agreement.

9.

In consideration of the employment provided under this Agreement, you agree that during your employment and for a period of one (1) year after termination of your employment, you will not, directly or indirectly, (a) solicit, induce, or influence any employee, consultant or independent contractor of the Company or any of its subsidiaries or affiliates to terminate his or her employment or relationship with the Company or any of its subsidiaries or affiliates or to work for any other business entity or person; or (b) solicit (other than on behalf of the Company or any of its subsidiaries or affiliates), divert, or attempt to divert, the business of any client or customer of the Company or any of its subsidiaries or affiliates in any district, territory, state or country where the Company or any of its subsidiaries or affiliates conducts b usiness.

10.

You agree that all designs, processes, technologies and inventions, works of authorship, including new contributions, improvements, formats, packages, programs, drawings, systems, machines, compositions of matter manufactured or sold, developments, applications and discoveries which are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates (collectively, “New Developments”), whether patentable or not, conceived, developed, invented or made by you or jointly with others during the period of your employment with the Company, shall belong to the Company and the Company shall be the sole owner of all the products and proceeds of your services, including intellectual or literary property in any form.  You shall further: (a) promptly disclose such New De velopments to the Company; (b) assign to the Company without additional compensation, all intellectual property rights to such New Developments for the United States and foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give a reasonable amount of testimony in support of your inventorship.

11.

This Agreement shall constitute the entire agreement between you and the Company and any of its subsidiaries or affiliates regarding your employment by the Company and any of its subsidiaries or affiliates and supersedes all prior agreements, arrangements or understandings, whether written or oral, relating thereto.  This Agreement may not be changed or modified except in writing duly signed by each of us as of the date first written above.

12.

This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed entirely in such State.

13.

This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company that shall acquire, directly or indirectly, by conversion, merger, consolidation, purchase or otherwise, a controlling interest in the Company.  

If the foregoing is in accordance with your understanding of the terms of your employment by SSCGP, please sign and return to the undersigned the enclosed duplicate of this letter.  Upon our receipt of such fully executed copy, this shall become a binding agreement between us.

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
		SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
		By:	/s/ Jerry L. Morris
ACCEPTED AND AGREED TO:
/s/ Daryl R. Johnson
Daryl R. Johnson
Date:	August 11, 2005

EXHIBIT A

Trade Secret Agreement

THIS TRADE SECRET AGREEMENT (the “Agreement”) is entered into by and between Daryl R. Johnson (“Employee”) and Southern Star Central Corporation (including its subsidiaries and affiliates, collectively referred to herein, as the “Company”).

In consideration of, and as part of the terms of, the employment or continued employment of Employee by the Company, the compensation paid and to be paid by the Company to Employee, the entrusting to Employee of certain trade secrets and proprietary information of the Company, and the mutual covenants and promises set forth herein, Employee and the Company agree as follows:

1.

Employee understands and acknowledges that:

(a)

the Confidential Information (as that term is defined below) is a valuable, special and unique asset of the Company;

(b)

access to and knowledge of the Confidential Information may be required so that Employee can perform duties as an employee of the Company;

(c)

it is vital to the Company’s legitimate business interests that (1) the confidentiality of the Confidential Information be preserved and (2) the Confidential Information only be used for the benefit of the Company;

(d)

disclosure of the Confidential Information to any other person or entity outside the Company or use of the Confidential Information by or on behalf of any other person or entity, unless specifically and unambiguously authorized by the Company, would result in irreparable harm to the Company;

(e)

disclosure or use beyond the permitted scope of Confidential Information entrusted to the Company by its customers and contractors would expose the Company to substantial damages;

(f)

the Confidential Information is and shall remain the exclusive property of the Company; and

(g)

nothing in this Agreement shall be construed as a grant to Employee of any rights, title or interest in, to or under the Confidential Information.

1.

Except as expressly directed by the Company, Employee shall not, during or after the term of employment by the Company, in whole or in part, disclose such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, nor shall Employee make use of any such Confidential Information for Employee’s own purposes or for the benefit of any person, firm, corporation or other entity under any circumstances during or after the term of employment; provided that if applicable law restricts the duration of the confidentiality and nonuse obligations set forth in this Paragraph 2 (the “Confidentiality and Non-Use Obligations”) for Confidential Information that is not also a trade secret under applicable law (the “Other Confidential Information”), the Confidentiality and Non-Use Obligations as to Other Confidential Information shall remain in effect during the term of your employment by the Company and for a period of seven (7) years thereafter, but shall be perpetual as to trade secrets.

2.

The Confidentiality and Non-Use Obligations shall not apply to such Confidential Information which Employee can establish by clear and convincing written proof: (a) was known by Employee both prior to employment and other than by disclosure by the Company; (b) was lawfully in the public domain and generally known in the trade prior to its disclosure hereunder, or becomes publicly available and generally known in the trade other than through a breach of this Agreement or breach of any other obligation of confidentiality to the Company; (c) was specifically and unambiguously authorized in writing for nonconfidential disclosure by a duly authorized executive officer of the Company other than by authority of Employee; or (d) was developed independently by Employee prior to employment without reference to any information disclosed by Company; provide d that only the specific information that meets the exclusion shall be excluded and not any other information that happens to appear in proximity to such excluded portion (for example, a portion of a document may be excluded without affecting the confidential nature of those portions that do not themselves qualify for exclusion).

3.

Employee agrees to notify the Company promptly upon learning about any court order or other legal requirement that purports to compel disclosure of any Confidential Information and to cooperate with the Company in the exercise of the Company's right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency.  Disclosure of Confidential Information pursuant to a court order or other legal requirement that purports to compel disclosure of any Confidential Information shall not alter the character of that information as Confidential Information hereunder.

4.

All Confidential Information, including without limitation, all Derivatives and Company Developments, are and shall continue to be the exclusive property of the Company.  Immediately upon any termination of Employee’s employment or at any time upon the request of the Company, Employee shall deliver to the Company, or its designee, all of such Confidential Information and all other Company property then in Employee’s actual or potential possession or control in any tangible or electronic form.  If Employee and Company agree that any specific Information or property cannot reasonably be delivered, Employee shall provide reasonable evidence that such materials have been destroyed, including but not limited to, the irreversible purging or erasing of any and all computer records and data files.

5.

Employee acknowledges that the Company has received and may in the future receive confidential and proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes.  Employee agrees that he/she owes the Company and such third parties, both during the term of Employee’ employment and thereafter, a duty to hold all such confidential or proprietary information in strictest confidence and not to disclose or use it in any manner that is not consistent with the Company’s agreement with such third parties, unless expressly authorized in writing to do so by a duly authorized executive officer of the Company other than himself.

6.

Employee acknowledges that all Information stored on or transmitted using Company-owned or Company-leased property or equipment is the property of the Company and is subject to access by the Company at any time without notice.

7.

The term “Confidential Information” means all information not in the public domain acquired by you from the Company, its other employees, its suppliers or customers, its agents or consultants, or others, during your employment by the Company, that relates to the present or potential businesses, products or services of the Company, for or under the direction of the Company, whether or not conducted at the Company’s facilities, as well as any other information as may be designated by the Company as confidential or that a reasonable person would understand from the circumstances of the disclosure to be confidential; and all information that is derived from any of the foregoing.  

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
ACCEPTED AND AGREED TO:
/s/ Daryl R. Johnson
Daryl R. Johnson
Date:	August 11, 2005

EX-99

SOUTHERN STAR CENTRAL CORP.

SOUTHERN STAR CENTRAL GAS PIPELINE, INC.

c/o AIG Highstar Capital, L.P.

599 Lexington Avenue, 25^th Floor

New York, NY  10022

August 11, 2005

Richard J. Reischman

P.O. Box 467

Tonganoxie, KS 66086

Dear Rick:

This letter (referred to herein as the “Agreement”) when signed by both of us, sets forth in its entirety the terms and conditions upon which you, Richard J. Reischman (“you” or the “Executive”) will be employed by Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”).

1.

During the term of your employment hereunder, you will work for SSCGP in an executive capacity with a title of Vice President, Operations, Kansas City Division and will report to the Senior Vice President, Operations and Technical Services.  You will have such powers, perform such duties and hold such offices as may be assigned or delegated to you from time to time by the President and Chief Operating Officer (the “President”), the Chairman of the Board of Directors (the “Chairman”), or the Board of Directors of the Company (the “Board”).  You will devote your full attention and expend your best efforts, energies and skills on an exclusive and full-time basis to the business of SSCGP and its affiliates.  Your principal place of employment will be in Shawnee Mission, Kansas, except for such tim e as you may be required to travel in connection with the performance of your duties; however, subject to Paragraph 4(d), you acknowledge that SSCGP or the Board may change your principal place of employment, upon reasonable notification and accommodation of transition related issues, provided that in each case such accommodation will be at the full discretion of SSCGP or the Board.  The effective date of the Agreement is the closing date of the acquisition of the Company and SSCGP by General Electric Capital Corporation.

2.

In full consideration of all of the services to be rendered by you under this Agreement, SSCGP will pay you a base salary at the rate of one hundred twenty-eight thousand seven hundred fifty dollars ($128,750.00) per year (that being the effective rate commencing October 2, 2004) during the term of your employment hereunder, payable in accordance with SSCGP’s existing compensation policies.  Your base salary will be reviewed during the term of your employment hereunder at such times as the salaries of executive officers in general are reviewed and may be increased taking into account, among other things, individual performance and general business conditions.  You will also be eligible to receive an annual incentive bonus in an amount up to 50% of your base salary (the “Annual Bonus Award Percentage”) in a ccordance with the SSCGP Incentive Bonus Plan then in effect, subject to the Company’s review and adjustment in the ordinary course of business.  

3.

In addition to the foregoing compensation, you shall be entitled, during the term of your employment hereunder, to the following:

(a)

Participation in and coverage under the medical insurance, dental insurance, retirement, 401(k) savings and other similar plans and programs that are generally provided by SSCGP to its employees, in each case in accordance with the terms and subject to the conditions of such plans and programs as in effect from time to time hereafter (including deduction by SSCGP from your compensation of such amounts as may be necessary for the maintenance of such coverage), except as otherwise provided in this Agreement.  

(b)

Paid vacations and holidays in accordance with SSCGP’s policy generally applicable to its employees as in effect from time to time hereafter.

(c)

Reimbursement of all authorized, reasonable travel, entertainment and other expenses paid or incurred by you in the performance of your business obligations hereunder and in accordance with SSCGP’s policies and guidelines as in effect from time to time hereafter.  You shall provide receipts or other appropriate evidence of such expenses as SSCGP may request from time to time.

4.

Subject to earlier termination pursuant to the provisions of Paragraphs 4(b), 4(c), 4(d), 4(e) and 4(f) below, the term of your employment hereunder is for a period of five (5) years commencing as of the date of this Agreement and terminating on the fifth anniversary of the date of this Agreement (the “Initial Term”); provided, however, the term of this Agreement shall be automatically extended for one-year terms on the expiration of the Initial Term or such extended term unless either party to this Agreement notifies the other in writing at least ninety (90) days prior to the expiration of the Initial Term or any extended term that such party does not want the term to be extended.  

(a)

In the event of your death at any time during the term hereof, your employment by SSCGP shall be deemed to have ceased as of the date of your death.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you or your beneficiaries arising out of this Agreement, except for benefits available to you (or your designated beneficiary) under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan year which you were eligible and any authorized but unreimbursed expenses.

(b)

In the event you satisfy the eligibility requirements for benefits under SSCGP’s long-term disability insurance program (or such other long term disability program as SSCGP or one of its affiliates maintains for the benefit of the Executive), your employment by SSCGP shall be deemed to have ceased as of the first day you fulfill the eligibility requirements to receive such benefit.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you arising out of this Agreement, except for benefits available to you under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the target bonus for the plan yea r for which you were eligible and any authorized but unreimbursed expenses.

(c)

During the term of your employment hereunder, in the event the Board directs a change in the Executive’s principal place of employment to a location that is more than 50 miles from the Executive’s current place of employment, Executive shall have the right to terminate this agreement and except as provided in Paragraph 6, Executive shall receive, in lieu of any other severance benefit payable under the terms of this Agreement, a severance payment equal to the severance payment otherwise payable to an eligible employee with equivalent service  under the Southern Star Severance Pay Plan (Non-union) or any successor plan thereto (“SSCGP Severance Plan”).  

(d)

If, during the term of this Agreement, your employment is involuntarily terminated by the Company other than for death, disability or Cause, as that term is defined below, or, if your employment is voluntarily terminated by you for Good Reason as defined below, except as provided in Paragraph 6, you will be paid a severance benefit equal to two (2) times the sum of (i) your annual base salary then in effect plus (ii) an amount equal to an average of your Annual Bonus Award Percentage paid during the term of this Agreement, including any subsequent renewal periods, for up to the three full years preceding the termination of your employment, applied to your annual base salary then in effect.  For purposes of this Agreement, your annual bonus shall mean the amount paid to you under the SSCGP Incentive Bonus Plan and shall not include a ny compensation which may be payable to you pursuant to Paragraph 6 of this Agreement or any other incentive compensation program or award.  Any severance pay set forth in this Paragraph 4(e) shall be paid in one lump sum payment within 30 days after the effective date of your employment termination date, net of applicable withholding taxes and any other amounts due the Company or any of its subsidiaries or affiliates.  If you resign voluntarily from SSCGP other than for Good Reason, as defined below, you will not be entitled to any benefits set forth in this Paragraph 4(e).  If you receive severance benefits under the terms of this Paragraph 4(e), you shall not be entitled to any severance benefits under the SSCGP Severance Plan.

(e)

SSCGP shall have the right at any time to terminate your employment hereunder for Cause, which termination shall be effective immediately upon the issuance by SSCGP of written notice to you.  For the purposes of this Agreement, “Cause” shall mean (i) the intentional refusal (except by reason of incapacity due to physical or mental illness or disability) by you to devote your entire business time to the performance of your duties hereunder as provided in Paragraph 1 above, (ii) a breach by you of the provisions of  SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A), (iii) your conviction (including a conviction on a nolo contendre plea) of a felony, (iv) your theft or misappropriation of assets of SSCGP, or any of its subsidiaries or affiliates, (v) any willful, intentional or g rossly negligent act by you having the effect of injuring the reputation or business of SSCGP, or any of its subsidiaries or affiliates, or (vi) your repeated or continued failure, neglect or refusal, to perform your duties as an employee of SSCGP (including but not limited to your failure to cooperate with an investigation by any governmental authority).  

(f)

For purposes of this Agreement, “Good Reason” means that any one or more of the following have occurred:

(i)

without the express prior written consent of the Executive, SSCGP effects any material adverse change(s) in any of the position, duties, authority or responsibilities of the Executive which are inconsistent in any material respect with the Executive’s position, authority, duties or responsibilities as contemplated by Paragraph 1 of this Agreement, which action is not remedied by SSCGP promptly after receipt of notice thereof given by the Executive;

(ii)

a reduction by SSCGP of Executive’s base annual salary as in effect on the Effective Date, or as the same may be increased from time to time thereafter without the consent of the Executive;

(iii)

any failure by the SSCGP to comply with any of the provisions of Paragraph 3 of this Agreement, other than an insubstantial and inadvertent failure remedied by SSCGP promptly after receipt of notice thereof given by the Executive; or

(iv)

any purported termination by the Company of the Executive’s employment for Cause which is not effected pursuant to a Notice of Termination (as hereinafter defined).  

Any termination of Executive’s employment by SSCGP for Cause or by Executive for Good Reason shall be communicated by written notice of termination to the other party hereto, which notice (a “Notice of Termination”) shall indicate the nature of the termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination.

As a condition of receiving the consideration set forth in Paragraphs 4(c), 4(d) and 4(e), you will be required to sign a general waiver and release of any claims you may have against SSCGP, the Company, and any of its subsidiaries or affiliates as well as a non-solicitation agreement.   

Executive’s continued employment for a period of up to sixty (60) days from the date of an event giving rise to Good Reason shall not constitute a consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.  Executive’s continued employment for any period thereafter shall constitute a consent to and a waiver of rights with respect to, any circumstance constituting Good Reason herein (except to the extent there is a pending dispute with respect to the existence of Good Reason within sixty (60) days from the date of the purported event giving rise to Good Reason).

5.

Concurrently with the execution of this Agreement, you are executing SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A) and hereby agree to be bound by the terms thereof, all of which are incorporated into and made a part of this Agreement as set forth in full herein.

6.

In further consideration of the services to be performed under this Agreement, subject to the approval of the shareholders of the Company consistent with the approval standards of Section 280G(b)(5)(B) of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, the Company shall pay you the following amounts as of the dates set forth below, provided that, subject to the exceptions noted below, you remain in employment as of each such date:

Promptly upon the effective date hereof -

$ 175,000

First Anniversary -

$ 105,000

Second Anniversary -

$ 105,000

Third Anniversary -

$ 105,000

Fourth Anniversary -

$ 105,000

Fifth Anniversary -

$ 105,000

With the exception of the payment due on the effective date hereof, each payment referred to in this Paragraph 6 shall be paid in one lump sum payment within 30 days after the relevant date, net of applicable withholding taxes.  Notwithstanding the provisions of Paragraph 4, if your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraphs 4(a), 4(b), 4(d) or 4(e), any unpaid amounts per this Paragraph 6 will be paid to you (or in the case of your death, your beneficiary as designated by you on a form to be provided by the Company) in one lump sump payment, net of applicable withholding taxes, within 30 days after the effective date of your employment termination, provided that, if you resign voluntarily from SSCGP other than for Good Reason, or are terminated for Cause, as defined in Paragraph 4(f), you will forfeit any unpaid amounts that would otherwise be payable to you per this Paragraph 6.  If your employment terminates prior to the fifth anniversary of the effective date of this Agreement pursuant to Paragraph 4(c), you will receive any unpaid amounts that would otherwise be payable to you pursuant to this Paragraph 6 in accordance with the payment schedule set forth above as if there was no termination of employment.  

7.

You have represented that you have no agreement with or obligations to others in conflict with this Agreement and that your execution and delivery of this Agreement and your performance of your duties hereunder shall not result in a breach of, or constitute a default under, any agreement or understanding, oral or written, to which you are a party or by which you may be bound.  This Agreement and your rights and obligations hereunder may not be assigned or otherwise transferred by you.

8.

Any controversy or claim arising out of or relating to your employment and its termination, including, but not limited to, claims of employment discrimination, this Agreement, the Trade Secret Agreement, or the breach thereof, (except for injunctive relief as provided for below) shall be subject to binding, mandatory arbitration under the auspices of the American Arbitration Association (“AAA”) conducted by a single, neutral arbitrator in accordance with the AAA National Rules for the Resolution of Employment Disputes.  To the extent permitted by law, each party will pay one half (1/2) of the costs of the arbitration, and the parties shall bear their own attorneys’ fees and costs, except that the prevailing party in such arbitration shall reimburse the other party for all reasonable attorneys’ fees and dis bursements incurred by the prevailing party relating to such arbitration.  The parties shall have the right to conduct discovery which provides them with access to documents and witnesses that are essential to the dispute, as determined, by the arbitrator.  The arbitrator’s written award shall include the essential findings and conclusions upon which the award is based.  This mutual agreement to arbitrate disputes does not prohibit or limit either your or the Company’s (or any of the Company’s subsidiaries or affiliates) right to seek equitable relief from a court for claims involving a violation of the Trade Secret Agreement, including, but not limited to, injunctive relief, pending the resolution of a dispute by arbitration or during limited judicial review.  Except for such injunctive relief, claims under the Trade Secret Agreement are subject to arbitration under this Agreement.

9.

In consideration of the employment provided under this Agreement, you agree that during your employment and for a period of one (1) year after termination of your employment, you will not, directly or indirectly, (a) solicit, induce, or influence any employee, consultant or independent contractor of the Company or any of its subsidiaries or affiliates to terminate his or her employment or relationship with the Company or any of its subsidiaries or affiliates or to work for any other business entity or person; or (b) solicit (other than on behalf of the Company or any of its subsidiaries or affiliates), divert, or attempt to divert, the business of any client or customer of the Company or any of its subsidiaries or affiliates in any district, territory, state or country where the Company or any of its subsidiaries or affiliates conducts b usiness.

10.

You agree that all designs, processes, technologies and inventions, works of authorship, including new contributions, improvements, formats, packages, programs, drawings, systems, machines, compositions of matter manufactured or sold, developments, applications and discoveries which are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates (collectively, “New Developments”), whether patentable or not, conceived, developed, invented or made by you or jointly with others during the period of your employment with the Company, shall belong to the Company and the Company shall be the sole owner of all the products and proceeds of your services, including intellectual or literary property in any form.  You shall further: (a) promptly disclose such New De velopments to the Company; (b) assign to the Company without additional compensation, all intellectual property rights to such New Developments for the United States and foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give a reasonable amount of testimony in support of your inventorship.

11.

This Agreement shall constitute the entire agreement between you and the Company and any of its subsidiaries or affiliates regarding your employment by the Company and any of its subsidiaries or affiliates and supersedes all prior agreements, arrangements or understandings, whether written or oral, relating thereto.  This Agreement may not be changed or modified except in writing duly signed by each of us as of the date first written above.

12.

This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed entirely in such State.

13.

This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company that shall acquire, directly or indirectly, by conversion, merger, consolidation, purchase or otherwise, a controlling interest in the Company.  

If the foregoing is in accordance with your understanding of the terms of your employment by SSCGP, please sign and return to the undersigned the enclosed duplicate of this letter.  Upon our receipt of such fully executed copy, this shall become a binding agreement between us.

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
		SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
		By:	/s/ Jerry L. Morris
ACCEPTED AND AGREED TO:
/s/ Richard J. Reischman
Richard J. Reischman
Date:	August 11, 2005

EXHIBIT A

Trade Secret Agreement

THIS TRADE SECRET AGREEMENT (the “Agreement”) is entered into by and between Richard J. Reischman (“Employee”) and Southern Star Central Corporation (including its subsidiaries and affiliates, collectively referred to herein, as the “Company”).

In consideration of, and as part of the terms of, the employment or continued employment of Employee by the Company, the compensation paid and to be paid by the Company to Employee, the entrusting to Employee of certain trade secrets and proprietary information of the Company, and the mutual covenants and promises set forth herein, Employee and the Company agree as follows:

1.

Employee understands and acknowledges that:

(a)

the Confidential Information (as that term is defined below) is a valuable, special and unique asset of the Company;

(b)

access to and knowledge of the Confidential Information may be required so that Employee can perform duties as an employee of the Company;

(c)

it is vital to the Company’s legitimate business interests that (1) the confidentiality of the Confidential Information be preserved and (2) the Confidential Information only be used for the benefit of the Company;

(d)

disclosure of the Confidential Information to any other person or entity outside the Company or use of the Confidential Information by or on behalf of any other person or entity, unless specifically and unambiguously authorized by the Company, would result in irreparable harm to the Company;

(e)

disclosure or use beyond the permitted scope of Confidential Information entrusted to the Company by its customers and contractors would expose the Company to substantial damages;

(f)

the Confidential Information is and shall remain the exclusive property of the Company; and

(g)

nothing in this Agreement shall be construed as a grant to Employee of any rights, title or interest in, to or under the Confidential Information.

1.

Except as expressly directed by the Company, Employee shall not, during or after the term of employment by the Company, in whole or in part, disclose such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, nor shall Employee make use of any such Confidential Information for Employee’s own purposes or for the benefit of any person, firm, corporation or other entity under any circumstances during or after the term of employment; provided that if applicable law restricts the duration of the confidentiality and nonuse obligations set forth in this Paragraph 2 (the “Confidentiality and Non-Use Obligations”) for Confidential Information that is not also a trade secret under applicable law (the “Other Confidential Information”), the Confidentiality and Non-Use Obligations as to Other Confidential Information shall remain in effect during the term of your employment by the Company and for a period of seven (7) years thereafter, but shall be perpetual as to trade secrets.

2.

The Confidentiality and Non-Use Obligations shall not apply to such Confidential Information which Employee can establish by clear and convincing written proof: (a) was known by Employee both prior to employment and other than by disclosure by the Company; (b) was lawfully in the public domain and generally known in the trade prior to its disclosure hereunder, or becomes publicly available and generally known in the trade other than through a breach of this Agreement or breach of any other obligation of confidentiality to the Company; (c) was specifically and unambiguously authorized in writing for nonconfidential disclosure by a duly authorized executive officer of the Company other than by authority of Employee; or (d) was developed independently by Employee prior to employment without reference to any information disclosed by Company; provide d that only the specific information that meets the exclusion shall be excluded and not any other information that happens to appear in proximity to such excluded portion (for example, a portion of a document may be excluded without affecting the confidential nature of those portions that do not themselves qualify for exclusion).

3.

Employee agrees to notify the Company promptly upon learning about any court order or other legal requirement that purports to compel disclosure of any Confidential Information and to cooperate with the Company in the exercise of the Company's right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency.  Disclosure of Confidential Information pursuant to a court order or other legal requirement that purports to compel disclosure of any Confidential Information shall not alter the character of that information as Confidential Information hereunder.

4.

All Confidential Information, including without limitation, all Derivatives and Company Developments, are and shall continue to be the exclusive property of the Company.  Immediately upon any termination of Employee’s employment or at any time upon the request of the Company, Employee shall deliver to the Company, or its designee, all of such Confidential Information and all other Company property then in Employee’s actual or potential possession or control in any tangible or electronic form.  If Employee and Company agree that any specific Information or property cannot reasonably be delivered, Employee shall provide reasonable evidence that such materials have been destroyed, including but not limited to, the irreversible purging or erasing of any and all computer records and data files.

5.

Employee acknowledges that the Company has received and may in the future receive confidential and proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes.  Employee agrees that he/she owes the Company and such third parties, both during the term of Employee’ employment and thereafter, a duty to hold all such confidential or proprietary information in strictest confidence and not to disclose or use it in any manner that is not consistent with the Company’s agreement with such third parties, unless expressly authorized in writing to do so by a duly authorized executive officer of the Company other than himself.

6.

Employee acknowledges that all Information stored on or transmitted using Company-owned or Company-leased property or equipment is the property of the Company and is subject to access by the Company at any time without notice.

7.

The term “Confidential Information” means all information not in the public domain acquired by you from the Company, its other employees, its suppliers or customers, its agents or consultants, or others, during your employment by the Company, that relates to the present or potential businesses, products or services of the Company, for or under the direction of the Company, whether or not conducted at the Company’s facilities, as well as any other information as may be designated by the Company as confidential or that a reasonable person would understand from the circumstances of the disclosure to be confidential; and all information that is derived from any of the foregoing.  

		SOUTHERN STAR CENTRAL CORP.
		By:	/s/ Michael J. Walsh
ACCEPTED AND AGREED TO:
/s/ Richard J. Reischman
Richard J. Reischman
Date:	August 11, 2005

EX-99

Amendment to Employment Agreement

by and between Jerry L. Morris and

Southern Star Central Corporation and Southern Star Central Gas Pipeline, Inc.

WHEREAS, Jerry L. Morris (the “Executive”) and Southern Star Central Corporation (the “Company”) and Southern Star Central Gas Pipeline, Inc. (“SSCGP”) entered into an employment agreement dated May 13, 2005 (the “Employment Agreement”);

WHEREAS, the parties desire to amend the Employment Agreement to extend the term of the Employment Agreement and to provide a change in control bonus.

NOW, THEREFORE, the Employment Agreement is hereby amended as follows:

1.  Section 4 is hereby deleted in its entirety and the following is inserted in its place:

(a)

Subject to earlier termination pursuant to the provisions of Paragraphs 4(b), 4(c), 4(d) and 4(e) below, the term of your employment hereunder is for a period of five (5) years commencing as of closing date of the acquisition of the Company and SSCGP by General Electric Capital Corporation (the “Commencement Date”) and terminating on the fifth anniversary of the Commencement Date (the “Initial Term”); provided, however, the term of this Agreement shall be automatically extended for one-year terms on the expiration of the Initial Term or such extended term unless either party to this Agreement notifies the other in writing at least ninety (90) days prior to the expiration of the Initial Term or any extended term that such party does not want the term to be extended.

(b)

In the event of your death at any time during the term hereof, your employment by SSCGP shall be deemed to have ceased as of the date of your death without notice to your estate.  If, during any twelve (12) month period (not limited to a calendar year), you are absent from your employment or substantially unable to perform such duties as are required of you pursuant to the provisions hereof by reason of illness or other incapacity, or any other cause of whatsoever nature, notwithstanding any reasonable accommodation as may be required by applicable law, for more than ninety (90) consecutive days, the Company may, upon at least ten (10) days’ prior written notice to you (which notice shall fix the date of termination of this Agreement) terminate the term of your employment hereunder.  Upon the termination of the term of your employment hereunder as aforesaid, except as provided in Paragraph 6, the Company and its subsidiaries and affiliates shall be relieved of any and all further obligations to you arising out of this Agreement, except for benefits available to you under SSCGP’s benefit plans, any accrued and unpaid salary and vacation benefits, a prorated incentive bonus assuming you would have achieved the maximum bonus for which you were eligible and any authorized but unreimbursed expenses.

(c)

During the term of your employment hereunder, in the event the Board directs a change in the Executive’s principal place of employment to a location that is more than 50 miles from the Executive’s current place of employment, Executive shall have the right to terminate this agreement and except a provided in Paragraph 6, Executive shall receive, in lieu of any other severance benefit payable under the terms of this Agreement, a severance payment equal to the severance payment otherwise payable to an eligible employee with equivalent service  under the Southern Star Severance Pay Plan (Non-union) (“SSCGP Severance Plan”).  

(d)

If, during the term of this Agreement, your employment is involuntarily terminated by the Company other than for death, disability or Cause, as that term is defined below, or, if your employment is voluntarily terminated by you for Good Reason as defined below, except as provided in Paragraph 6, you will be paid a severance benefit equal to two (2) times your annual base salary then in effect plus an amount equal to an average of your Annual Bonus Award Percentage paid during the term of this Agreement, including any subsequent renewal periods, for up to the three full years preceding the termination of your employment, applied to your annual base salary then in effect.  For purposes of this Agreement, your annual bonus shall mean the amount paid to you under the SSCGP Incentive Bonus Plan and shall not include any compensation w hich may be payable to you pursuant to Paragraph 6 of this Agreement or any other incentive compensation program or award.  Any severance pay set forth in this Paragraph 4(d) shall be paid in one lump sum payment within 30 days after the effective date of your employment termination date, net of applicable withholding taxes and any other amounts due the Company or any of its subsidiaries or affiliates.  If you resign voluntarily from SSCGP other than for Good Reason, as defined below, you will not be entitled to any benefits set forth in this Paragraph 4(d).  As a condition of receiving the consideration set forth in this Paragraph 4(d), you will be required to sign a general waiver and release of any claims you may have against SSCGP, the Company, and any of its subsidiaries or affiliates as well as a non-solicitation agreement.  If you receive severance benefits under the terms of this Paragraph 4(d), you shall not be entitled to any severance benefits under the SSCGP Severance Plan. &n bsp;Notwithstanding any provision of the SSCGP post retirement medical benefit plan to the contrary, if during the term of this Agreement your employment is involuntarily terminated on or after the attainment of age 50, other than for death, disability or Cause, you will be deemed to be a retired employee for purposes of qualification under the Company’s pension and post-retirement medical plans, and any other applicable post-retirement plans, with age and years of service bridged from the date of termination to age 55; provided, however, the Company, SSCGP or their affiliates may, at their sole discretion provide some or all of the additional benefits or the value of the additional benefits contemplated under this sentence under new or existing non-qualified benefit plans of the Company, SSCGP or their affiliates.

(e)

SSCGP shall have the right at any time to terminate your employment hereunder for Cause, which termination shall be effective immediately upon the issuance by SSCGP of written notice to you.  For the purposes of this Agreement, “Cause” shall mean (i) the intentional refusal (except by reason of incapacity due to physical or mental illness or disability) by you to devote your entire business time to the performance of your duties hereunder as provided in Section 1 above, (ii) a breach by you of the provisions of  SSCGP’s Trade Secret Agreement (a copy of which is annexed hereto as Exhibit A), (iii) your conviction (including a conviction on a nolo contendre plea) of a felony, (iv) your theft or misappropriation of assets of SSCGP, or any of its subsidiaries or affiliates, (v) any willful, intentional or grossly negligent act by you having the effect of injuring the reputation or business of SSCGP, or any of its subsidiaries or affiliates, or (vi) your repeated or continued failure, neglect or refusal, to perform your duties as an employee of SSCGP.

(f)

For purposes of this Agreement, “Good Reason” means the good faith determination by the Executive that any one or more of the following have occurred:

(i)

without the express prior written consent of the Executive, SSCGP effects any material change(s) in any of the position, duties, authority or responsibilities of the Executive which are inconsistent in any material respect with the Executive’s position, authority, duties or responsibilities as contemplated by Section 1 of this Agreement, which action is not remedied by SSCGP promptly after receipt of notice thereof given by the Executive;

(ii)

a reduction by SSCGP of Executive’s base annual salary as in effect on the Effective Date, or as the same may be increased from time to time thereafter without the consent of the Executive;

(iii)

any failure by the SSCGP to comply with any of the provisions of Section 3 of this Agreement, other than an insubstantial and inadvertent failure remedied by SSCGP promptly after receipt of notice thereof given by the Executive; or

(iv)

any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination (as hereinafter defined).  Any termination of Executive’s employment by SSCGP for Cause or by Executive for Good Reason shall be communicated by written notice of termination to the other party hereto, which notice (a “Notice of Termination”) shall indicate the nature of the termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination.

Executive’s continued employment shall not constitute a consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.

2.  The first two paragraphs of Section 6 are hereby deleted in their entirety and the following is inserted in its place:

6.

In further consideration of the services to be performed under this Agreement, subject to the approval of the shareholders of the Company consistent with the approval standards of Section 280G(b)(5)(B) of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, the Company shall pay you the following amounts as of the dates set forth below, provided that, subject to the exceptions noted below, you remain in employment as of each such date:

Promptly upon the Commencement Date hereof -

$1,050,000

First Anniversary -

$   630,000

Second Anniversary -

$   630,000

Third Anniversary -

$   630,000

Fourth Anniversary -

$   630,000

Fifth Anniversary -

$   630,000

With the exception of the payment due on the Commencement Date hereof, each payment referred to in this Paragraph 6 shall be paid in one lump sum payment within 30 days after the relevant date, net of applicable withholding taxes.  Notwithstanding the provisions of Paragraph 4, if your employment terminates prior to the fifth anniversary of the Commencement Date pursuant to Paragraphs 4(a), 4(b) (due to death but not disability), 4(c) or 4(d), any unpaid amounts per this Paragraph 6 will be paid to you in one lump sump payment, net of applicable withholding taxes, within 30 days after the effective date of your employment termination, provided that, if you resign voluntarily from SSCGP other than for Good Reason, or are terminated for Cause, as defined in Paragraph 4(e), you will forfeit any unpaid amounts that would othe rwise be payable to you per this Paragraph 6.  If your employment terminates prior to the fifth anniversary of the Initial Term of this Agreement pursuant to Paragraph 4(b)(due to disability), you will receive any unpaid amounts that would otherwise be payable to you pursuant to this Paragraph 6 in accordance with the payment schedule set forth above as if there was no termination of employment.

3.  The second sentence of Paragraph 13 is hereby deleted in its entirety and the following is inserted in its place:

The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place to the extent the Company does not perform this obligation.

4.  In all other respects, the Employment Agreement is hereby the Employment Agreement as amended is hereby ratified and affirmed.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Effective Date.

SOUTHERN STAR CENTRAL CORPORATION
By:	/s/ Michael J. Walsh
Name:  Michael J. Walsh
Title:  Treasurer
Date:  August 11, 2005

SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
By:	/s/ Michael J. Walsh
Name:  Michael J. Walsh
Title:  Chief Executive Officer and Treasurer
Date:  August 11, 2005

JERRY L. MORRIS
By:	Jerry L. Morris
Date:  August 11, 2005

EX-99

EXECUTION COPY

OPERATING COMPANY SERVICES AGREEMENT

THIS OPERATING COMPANY SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August 11, 2005, by and between Southern Star Central Gas Pipeline, Inc., a Delaware corporation (“Central”), Western Frontier Pipeline Company, L.L.C., a Delaware limited liability company (“Frontier”) (Central and Frontier collectively, the “Operating Companies”), and EFS Services, LLC, a Delaware limited liability company (“Service Provider”).

RECITALS:

A.

The Operating Companies desire to avail themselves of the experience, sources of information, advice, assistance, and certain facilities of, or available to, the Service Provider.

B.

The Service Provider is willing to make available to the Operating Companies its experience, sources of information, advice, assistance, and certain facilities.

THEREFORE, in consideration of the premises and the covenants contained herein, the parties hereto agree as follows:

AGREEMENTS:

1.

Services.  The Service Provider hereby agrees to render, through one or more of its employees, consulting services to the Operating Companies concerning financial, accounting, litigation, contractual, real estate, personnel, insurance, marketing, acquisition, and general managerial matters of the Operating Companies, including, by way of example and not in limitation of the generality of the foregoing, (a) assistance and advice with respect to planning, analyzing, and forecasting, annual budgets and long-term financial outlook and needs, (b) assistance and advice with respect to locating, arranging, negotiating, analyzing, and obtaining debt and equity financing, (c) assistance and advice with respect to managing litigation, (d) assistance and advice regarding all types of contracts proposed to be entered into, (e) assistance and advice with respect to loca ting, obtaining, and negotiating for the use of property (both real and personal), (f) assistance and advice with respect to hiring, firing, retaining, and training personnel and the oversight of any third-party consultants hired by the Operating Companies, (g) assistance and advice with respect to formulating and implementing sales and marketing programs, (h) assistance and advice with respect to locating, negotiating, analyzing, and closing acquisitions, and (i) the rendering of general management consultation and business advice (the “Services”) and the Operating Companies agree to utilize the Services of the Service Provider on the terms and conditions contained herein.  The Service Provider shall have the sole discretion and flexibility to choose which of its employees, agents and representatives and other third parties will render Services and when, subject to any reasonable request of the Operating Companies, such Services will be rendered; provided that the performance of such S ervices shall be consistent with the Standards of Conduct set forth in all regulations and orders of the Federal Energy Regulatory Commission, including but not limited to 18 C.F.R. § 358.1 et. seq., as amended.  The Service Provider shall perform its functions and responsibilities at the authorization and direction of the Board of Directors or Management Committee of the Operating Companies (each an “OpCo Board”, and collectively, the “OpCo Boards”).  Service Provider shall not directly or indirectly share, in whole or in part, any operational or marketing employee or agent with any of the Operating Companies.  The OpCo Boards retain the exclusive authority to make decisions with respect to all operations of the Operating Companies.  For the avoidance of doubt, (x) nothing contained in this Agreement shall be construed so as to consider the Service Provider as a lender to the Operating Companies, and (y) nothing in this Agreement shall give the Serv ice Provider the right to sweep or otherwise withdraw from the cash accounts of, or to maintain with rights of withdrawal any joint account with, Central.

2.

Term.  The term of this Agreement shall continue until the date on which Aircraft Services Corporation, a Nevada corporation (“ASC”), its successors or any of their respective affiliates shall cease to own beneficially, directly or indirectly, any securities of EFS-SSCC Holdings, LLC or its respective successors.

3.

Termination.  Notwithstanding Section 2 hereof, the Operating Companies shall be entitled to terminate this Agreement upon the Service Provider’s material breach of its obligations under this Agreement, and the Service Provider’s failure to cure such breach within 60 days following receipt of notice from the Operating Companies setting forth in reasonable detail the relevant conduct or failure.  To the extent the Administrative Services Agreement entered into as of the date hereof by and among Southern Star Central Corp., EFS-SSCC Holdings, LLC and Service Provider is terminated pursuant to Section 3 thereof, this Agreement shall terminate at the time such agreement is terminated.  For the avoidance of doubt, any termination of this Agreement shall be effective as to the Service Provider’s obligations hereunder to both C entral and Frontier.

4.

Compensation.  As compensation for the Services provided by the Service Provider pursuant to this Agreement, the Service Provider shall earn a service fee (the “Service Fee”) equal to $250,000 per fiscal quarter, pro-rated for any partial quarters and payable as hereinafter set forth.  Commencing September 30, 2005, and on the last day of each fiscal quarter thereafter, the Operating Companies shall pay the Service Fee accrued for the fiscal quarter then ending.  The Service Fee shall be allocated between the Operating Companies using the modified “Massachusetts method”, which bases the allocation on a ratio of gross labor costs, gross plant costs, and net revenues, as described in FERC Opinion No. 291 under Docket RP85-125-000, or under any successor order or regulation then in effect; provided that, if there should be no similar such order or regulation in effect, then as to be agreed by the parties consistent with then-applicable orders and regulations and with the purposes of this Agreement.

5.

Expenses.  The compensation of the Service Provider pursuant to the Service Fee described above shall be exclusive of, and the Service Provider shall also be entitled to, reimbursement by the Operating Companies, for all expenditures reasonably incurred by or on behalf of the Service Provider for or in the performance of its obligations under this Agreement, including, without limitation, any expenditures incurred as a result of internal charges of the Service Provider or any of its affiliates, provided that such internal charges are at rates that are not in excess of those customarily charged by a third party (“Service Provider Expenses”), such Service Provider Expenses not to exceed $200,000 in any 12-month period.  Reimbursement payments shall be made monthly by the Operating Companies to the Service Provider within five business d ays after receipt by the Operating Companies of a statement (the “Monthly Expense Statement”) of the Service Provider’s reimbursable expenses for the preceding month.  All Monthly Expense Statements shall be subject to audit by the Operating Companies during the term of this Agreement.  All such Service Provider Expenses shall be allocated as set forth in paragraph 4 hereof.

6.

Independent Relationship.  At all times during the term of this Agreement, the Service Provider is and shall be an independent contractor in providing the  Services hereunder, with the sole right to supervise, manage, operate, control, and direct the performance of its own personnel, agents, and resources incident to such Services.  Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture, to create the relationships of employee/employer or principal/agent, or otherwise create any liability whatsoever as partners, joint venturers, employer, employee, principal, or agent for either the Operating Companies or the Service Provider with respect to the indebtedness, liabilities, or obligations of each other or of any other person or entity.

7.

Liability of the Service Provider.  The Service Provider assumes no responsibility under this Agreement other than to perform the Services in good faith, and the Service Provider will not be responsible for any action of the Operating Companies in following or declining to follow any advice or recommendation of the Service Provider.  The parties hereto recognize and agree that the effectiveness of the Services and the success of any actions undertaken by the Operating Companies in response thereto are not guaranteed or warranted by the Service Provider in any respect whatsoever.

8.

Indemnification.  The Operating Companies jointly and severally shall indemnify and hold harmless each of the Service Provider, its affiliates, and their respective directors, officers, controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20(a) of the Securities Exchange Act of 1934, as amended), if any,  employees, agents and representatives (the Service Provider, its affiliates, and such other specified persons being collectively referred to as “Indemnified Persons,” and individually as an “Indemnified Person”) from and against any and all claims, liabilities, losses, damages and expenses incurred by any Indemnified Person (including those arising out of an Indemnified Person’s negligence and reasonable fees and disbursements of the respec tive Indemnified Person’s counsel) which (a) are related to or arise out of (i) actions taken or omitted to be taken (including, without limitation, any untrue statements made or any statements omitted to be made) by any of the Operating Companies or (ii) actions taken or omitted to be taken by an Indemnified Person with any Operating Companies’ consent or in conformity with any Operating Companies’ instructions or any Operating Companies’ actions or omissions or (b) are otherwise related to or arise out of the Service Provider’s engagement, and will reimburse each Indemnified Person for all costs and expenses, including, without limitation, fees and disbursements of any Indemnified Person’s counsel, as they are incurred, in connection with investigating, preparing for, defending or appealing any action, formal or informal claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, caused by or arisin g out of or in connection with the Service Provider’s acting pursuant to the Service Provider’s engagement, whether or not any Indemnified Person is named as a party thereto and whether or not any liability results therefrom.  None of the Operating Companies will, however, be responsible for any claims, liabilities, losses, damages or expenses pursuant to clause (b) of the preceding sentence that have resulted primarily from the Service Provider’s bad faith, gross negligence or willful misconduct.  The Operating Companies also agree that neither the Service Provider nor any other Indemnified Person shall have any liability to the Operating Companies for or in connection with such engagement except for any such liability for claims, liabilities, losses, damages or expenses incurred by the Operating Companies that have resulted primarily from the Service Provider’s bad faith, willful misfeasance, gross negligence, or reckless disregard of its duties.  The Operating Companies further agree that neither of them will, without the prior written consent of the Service Provider, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of the Service Provider and each other Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceeding.  EACH OF THE OPERATING COMPANIES HEREBY ACKNOWLEDGES THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY CLAIMS, LIABILITIES, LOSSES, DAMAGES, REFUNDS, OR EXPENSES, INCLUDING ANY INTEREST ON SUCH REFUNDS, THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF THE SERVICE PROVIDER OR ANY OTHER INDEMNIFIED P ERSON.

The foregoing right to indemnity shall be in addition to any rights that the Service Provider and/or any other Indemnified Person may have at common law or otherwise and shall remain in full force and effect following the completion or any termination of the engagement.  Each of the Operating Companies hereby consents to personal jurisdiction and to service and venue in any court in which any claim which is subject to this Agreement is brought against the Service Provider or any other Indemnified Person.

It is understood that, in connection with the Service Provider’s engagement, the Service Provider may also be engaged to act for the Operating Companies in one or more additional capacities, and that the terms of this engagement or any such additional engagement(s) may be embodied in one or more separate written agreements.  This indemnification shall apply to the engagement specified in the first paragraph hereof as well as to any such additional engagement(s) (whether written or oral) and any modification of said engagement or such additional engagement(s) and shall remain in full force and effect following the completion or termination of said engagement or such additional engagements.

Each of the Operating Companies further understands and agrees that if the Service Provider is asked to act for the Operating Companies in any other formal capacity, such further action may be subject to a separate agreement containing provisions and terms to be mutually agreed upon.

9.

Confidential Information.  The Service Provider acknowledges that certain information which may be disclosed either directly or indirectly to the Service Provider by the Operating Companies may be confidential, proprietary, or itself subject to governmental regulation, and/or secret or “critical energy infrastructure information” in character (the “Confidential Information”), and, in an effort to maintain the confidential, proprietary, and secret character thereof, Service Provider shall hold, in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, the Confidential Information, except to the extent that (a) such Confidential Information is or becomes generally available to the public (other than as a result of disclosure by the Service Provider) or, (b) the Service Provider can establish that such information: (i) was within its possession prior to its being furnished to the Service Provider by or on behalf of the Operating Companies, (ii) became available to the Service Provider from a source other than the Operating Companies, provided that such source is not known to the Service Provider to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Operating Companies or any other party with respect to such information or (iii) is independently developed by the Service Provider without the use of any Confidential Information.

10.

Other Business Activities.  The Operating Companies understands that the Service Provider may perform services for other entities similar to those performed hereunder.  Nothing in this Agreement shall restrict or limit the right of the Service Provider, the Operating Companies, or their respective affiliates or associates to engage in whatever activities they choose, whether or not competitive with matters covered by this Agreement, and none of them shall, as a result of this Agreement, incur any obligation to offer any interest in such activities to any party hereto; provided, however, that no such activities shall involve any transfer or exchange of marketing, operating, or critical infrastructure information either (a) in violation of any order or regulation of the FERC or (b) with any person or entity not a party to this Agreement.

11.

Notices.  Notices, demands, payments, reports, and correspondence shall be addressed to either party hereto at the address for such party set forth below the signature of such party hereto or such other places as may from time to time be designated in writing to the other party.  Any notice given by personal delivery, by United States mail, facsimile, electronic mail, telegram or cable shall be effective upon receipt.

12.

Governing Law.  This Agreement is being executed and delivered and is intended to be performed in the State of New York and the substantive laws of such state shall govern the validity, construction, enforcement, and interpretation of the provisions hereof.

13.

Invalid Provisions.  If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provisions shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement.  Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

14.

Counterparts.  This Agreement may be executed in a number of identical counterparts, each of which, for all purposes, is to be deemed an original, and all of which constitute, collectively, one Agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

15.

Amendment.  No modification or amendment of any of the terms, conditions, or provisions hereof may be made otherwise than by written agreement signed by the parties hereto.  It is mutually understood and agreed that this Agreement shall and hereby does terminate, cancel, and supersede any and all other negotiations, understandings, and written and verbal agreements relating to the subject matter hereof between the parties hereto, if any.

16.

Assignment.  This Agreement and all provisions contained herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned (other than with respect to the rights and obligations of the Service Provider, which may be assigned to any one or more of its affiliates) by any of the parties without the prior written consent of the other parties, or in any manner or to any effect which would cause any violation of any applicable law, order or regulation governing relationships among energy-related affiliates, however defined; provided, further, that such consent of the other parties shall not be unreasonably withheld or delayed.

17.

Headings.  The various titles of the paragraphs, captions, headings, and arrangements herein are used solely for convenience, shall not be used for interpreting or construing any word, clause, paragraph, or subparagraph of this Agreement, and do not in any way affect, limit, amplify, or modify the terms hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Agreement has been fully executed as of the date indicated above.

SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
By:	/s/ Jerry L. Morris
Name: Jerry L. Morris
Title: Chief Operating Officer
Address: 4700 Highway 56 Owensboro, KY 42301 Phone:  (270) 852-5000 Fax:  (270) 852-5010
WESTERN FRONTIER PIPELINE COMPANY, L.L.C.
By:	/s/ Jerry L. Morris
Name: Jerry L. Morris
Title: CEO Southern Star Central Corp., sole member
Address: 4700 Highway 56 Owensboro, KY 42301 Phone:  (270) 852-5000 Fax:  (270) 852-5010
EFS SERVICES, LLC
By:	Aircraft Services Corporation, its Sole Member
	By:	/s/ Simon Duncan
	Name: Simon Duncan
	Title:   Vice President
Address: 120 Long Ridge Road Stamford, CT 06927 Attn:  Manager of Operations Phone:  (203) 357-3710 Fax:  (203) 961-5861

EX-99

EXECUTION COPY

ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August 11, 2005, by and between Southern Star Central Corp., a Delaware corporation (“SSCC”), EFS-SSCC Holdings, LLC, a Delaware limited liability company (“Holdings”) (SSCC and Holdings collectively, the “Companies”), and EFS Services, LLC, a Delaware limited liability company (“Service Provider”).

RECITALS:

A.

The Companies desire to avail themselves of the experience, sources of information, advice, assistance, and certain facilities of, or available to, the Service Provider.

B.

The Service Provider is willing to make available to the Companies its experience, sources of information, advice, assistance, and certain facilities.

THEREFORE, in consideration of the premises and the covenants contained herein, the parties hereto agree as follows:

AGREEMENTS:

1.

Services.  The Service Provider hereby agrees to render, through one or more of its employees or through such third parties as the Service Provider may engage, such service arrangements as may from time to time become necessary, desirable or appropriate to the Companies, including (a) preparing financial statements, preparing tax filings, and engaging and maintaining the relationships with any accountants and independent auditors (b) establishing accounts for purposes of carrying out their duties under this Agreement, (c) maintaining checking and other banking accounts as set forth on Exhibit A, (d) making certain payments on behalf of the Companies from the Companies’ funds as set forth on Exhibit B and (e) making any other payments on behalf of the Companies from the Companies’ funds, provided that such other payments on behalf of SSCC are authorized by the Board of Directors of SSCC and that such other payments on behalf of Holdings are authorized by either the Board of Directors or both Managing Members of Holdings (collectively, the “Services”), and the Companies agree to utilize the Services of the Service Provider on the terms and conditions contained herein.  The Service Provider shall have the sole discretion and flexibility to choose which of its employees, agents and representatives and other third parties will render Services and when, subject to any reasonable request of the Companies, such Services will be rendered.  The Service Provider shall perform its functions and responsibilities at the authorization and direction of, and in accordance with the budget approved by, the Board of Directors or Management Committee of the Companies, provided that all payments of items 1, 2, and 5 of Exhibit B are hereby authorized.  For the avoidance of doubt, nothing contained in this Agreement shal l be construed so as to consider the Service Provider as a lender to the Companies.  

2.

Term.  The term of this Agreement shall continue until the date on which Aircraft Services Corporation, a Nevada corporation (“ASC”), its successors, or any of their respective affiliates shall cease to own beneficially, directly or indirectly, any of the securities of Holdings or its respective successors.

3.

Termination.  Notwithstanding Section 2 hereof, the Companies shall be entitled to terminate this Agreement upon the Service Provider’s material breach of its obligations under this Agreement, and the Service Provider’s failure to cure such breach within 60 days following receipt of notice from the Companies setting forth in reasonable detail the relevant conduct or failure.  To the exent the Operating Company Services Agreement entered into as of the date hereof by and among Southern Star Central Gas Pipeline, Inc., a Delaware corporation, Western Frontier Pipeline Company, L.L.C., a Delaware limited liability company, and the Service Provider, is terminated pursuant to Section 3 thereof, this Agreement shall terminate at the time such agreement is terminated.  For the avoidance of doubt, any termination of this Agreement shall b e effective as to the Service Provider’s obligations hereunder to both SSCC and Holdings.

4.

Expenses.  The Service Provider shall be entitled to use the funds of the Companies or otherwise be reimbursed by the Companies for all expenditures reasonably incurred by or on behalf of the Service Provider for or in the performance of its obligations under this Agreement, including, without limitation, any expenditures incurred as a result of internal charges of the Service Provider or any of its affiliates, provided that such internal charges are at rates that are not in excess of those customarily charged by a third party (“Service Provider Expenses”).  Reimbursement payments shall be made monthly by the Companies to the Service Provider within five business days after receipt by the Companies of a statement (the “Monthly Expense Statement”) of the Service Provider’s reimbursable expenses for the preceding m onth.  All Monthly Expense Statements shall be subject to audit by the Companies during the term of this Agreement.

5.

Independent Relationship.  At all times during the term of this Agreement, the Service Provider is and shall be an independent contractor in providing the Services hereunder, with the sole right to supervise, manage, operate, control, and direct the performance incident to such Services.  Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture, to create the relationships of employee/employer or principal/agent, or otherwise create any liability whatsoever as partners, joint venturers, employer, employee, principal, or agent for either the Companies or the Service Provider with respect to the indebtedness, liabilities, or obligations of each other or of any other person or entity.

6.

Liability of the Service Provider.  The Service Provider assumes no responsibility under this Agreement other than to perform the Services in good faith, and the Service Provider will not be responsible for any action of the Companies in following or declining to follow any advice or recommendation of the Service Provider.  The parties hereto recognize and agree that the effectiveness of the Services and the success of any actions undertaken by the Companies in response thereto are not guaranteed or warranted by the Service Provider in any respect whatsoever.

7.

Indemnification.  The Companies jointly and severally shall indemnify and hold harmless each of the Service Provider, its affiliates, and their respective directors, officers, controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20(a) of the Securities Exchange Act of 1934, as amended), if any,  employees, agents and representatives (the Service Provider, its affiliates, and such other specified persons being collectively referred to as “Indemnified Persons,” and individually as an “Indemnified Person”) from and against any and all claims, liabilities, losses, damages and expenses incurred by any Indemnified Person (including those arising out of an Indemnified Person’s negligence and reasonable fees and disbursements of the respective Indem nified Person’s counsel) which (a) are related to or arise out of (i) actions taken or omitted to be taken (including, without limitation, any untrue statements made or any statements omitted to be made) by any of the Companies or (ii) actions taken or omitted to be taken by an Indemnified Person with any Companies’ consent or in conformity with any Companies’ instructions or any Companies’ actions or omissions or (b) are otherwise related to or arise out of the Service Provider’s engagement, and will reimburse each Indemnified Person for all costs and expenses, including, without limitation, fees and disbursements of any Indemnified Person’s counsel, as they are incurred, in connection with investigating, preparing for, defending or appealing any action, formal or informal claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, caused by or arising out of or in connection with the Service Provide r’s acting pursuant to the Service Provider’s engagement, whether or not any Indemnified Person is named as a party thereto and whether or not any liability results therefrom.  None of the Companies will, however, be responsible for any claims, liabilities, losses, damages or expenses pursuant to clause (b) of the preceding sentence that have resulted primarily from the Service Provider’s bad faith, gross negligence or willful misconduct.  The Companies also agree that neither the Service Provider nor any other Indemnified Person shall have any liability to the Companies for or in connection with such engagement except for any such liability for claims, liabilities, losses, damages or expenses incurred by the Companies that have resulted primarily from the Service Provider’s bad faith, willful misfeasance, gross negligence, or reckless disregard of its duties.  The Companies further agree that neither of them will, without the prior written consent of the Service Provider, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of the Service Provider and each other Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceeding.  EACH OF THE COMPANIES HEREBY ACKNOWLEDGES THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY CLAIMS, LIABILITIES, LOSSES, DAMAGES OR EXPENSES THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF THE SERVICE PROVIDER OR ANY OTHER INDEMNIFIED PERSON.

The foregoing right to indemnity shall be in addition to any rights that the Service Provider and/or any other Indemnified Person may have at common law or otherwise and shall remain in full force and effect following the completion or any termination of the engagement.  Each of the Companies hereby consents to personal jurisdiction and to service and venue in any court in which any claim which is subject to this Agreement is brought against the Service Provider or any other Indemnified Person.

It is understood that, in connection with the Service Provider’s engagement, the Service Provider may also be engaged to act for the Companies in one or more additional capacities, and that the terms of this engagement or any such additional engagement(s) may be embodied in one or more separate written agreements.  This indemnification shall apply to the engagement specified in the first paragraph hereof as well as to any such additional engagement(s) (whether written or oral) and any modification of said engagement or such additional engagement(s) and shall remain in full force and effect following the completion or termination of said engagement or such additional engagements.

Each of the Companies further understands and agrees that if the Service Provider is asked to act for the Companies in any other formal capacity, such further action may be subject to a separate agreement containing provisions and terms to be mutually agreed upon.

8.

Confidential Information.  The Service Provider acknowledges that certain information which may be disclosed either directly or indirectly to the Service Provider by the Companies may be confidential, proprietary, and secret in character (the “Confidential Information”), and, in an effort to maintain the confidential, proprietary, and secret character thereof, Service Provider shall hold, in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, the Confidential Information, except to the extent that (a) such Confidential Information is or becomes generally available to the public (other than as a result of disclosure by the Service Provider) or, (b) the Service Provider can establish that such information: (i) was within its possession prior to its being furnished to the Servi ce Provider by or on behalf of the Companies, (ii) became available to the Service Provider from a source other than the Companies, provided that such source is not known to the Service Provider to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Companies or any other party with respect to such information or (iii) is independently developed by the Service Provider without the use of any Confidential Information.

9.

Other Business Activities.  The Companies understand that the Service Provider may perform services for other entities similar to those performed hereunder.  Nothing in this Agreement shall restrict or limit the right of the Service Provider, the Companies, or their respective affiliates or associates to engage in whatever activities they choose, whether or not competitive with matters covered by this Agreement, and none of them shall, as a result of this Agreement, incur any obligation to offer any interest in such activities to any party hereto.

10.

Notices.  Notices, demands, payments, reports, and correspondence shall be addressed to either party hereto at the address for such party set forth below the signature of such party hereto or such other places as may from time to time be designated in writing to the other party.  Any notice given by personal delivery, by United States mail, facsimile, electronic mail, telegram or cable shall be effective upon receipt.

11.

Governing Law.  This Agreement is being executed and delivered and is intended to be performed in the State of New York and the substantive laws of such state shall govern the validity, construction, enforcement, and interpretation of the provisions hereof.

12.

Invalid Provisions.  If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provisions shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement.  Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

13.

Counterparts.  This Agreement may be executed in a number of identical counterparts, each of which, for all purposes, is to be deemed an original, and all of which constitute, collectively, one Agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

14.

Amendment.  No modification or amendment of any of the terms, conditions, or provisions hereof may be made otherwise than by written agreement signed by the parties hereto.  It is mutually understood and agreed that this Agreement shall and hereby does terminate, cancel, and supersede any and all other negotiations, understandings, and written and verbal agreements relating to the subject matter hereof between the parties hereto, if any.

15.

Assignment.  This Agreement and all provisions contained herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned (other than with respect to the rights and obligations of the Service Provider, which may be assigned to any one or more of its affiliates) by any of the parties without the prior written consent of the other parties; provided, further, that such consent of the other parties shall not be unreasonably withheld or delayed.

16.

Headings.  The various titles of the paragraphs, captions, headings, and arrangements herein are used solely for convenience, shall not be used for interpreting or construing any word, clause, paragraph, or subparagraph of this Agreement, and do not in any way affect, limit, amplify, or modify the terms hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Agreement has been fully executed as of the date indicated above.

SOUTHERN STAR CENTRAL CORP.
	By:	/s/ Jerry L. Morris
	Name: Jerry L. Morris
	Title:   Chief Executive Officer
Address: 4700 Highway 56 Owensboro, KY  42301 Phone:  (270) 852-5000 Fax:  (270) 852-5010
EFS-SSCC HOLDINGS, L.L.C.
By:	Aircraft Services Corporation
	By:	/s/ Simon Duncan
	Name: Simon Duncan
	Title:   Vice President
By:	CDP Infrastructures Fund G.P.
	By:	Caisse de dépôt et placement du Québec, a General Partner
		By:	/s/ Bruno Guilmette
			Name: Bruno Guilmette
			Title: Director, Investments
		By:	Robert Côté
			Name: Robert Côté
			Title: Vice President, Legal Affairs,
			Private Equity
By:	CDP Infrastructures Fund Inc., a General Partner
	By:	/s/ Bruno Guilmette
		Name: Bruno Guilmette
		Title: Attorney-in-Fact
	By:	Robert Côté
		Name: Robert Côté
		Title: Attorney-in-Fact
Address: Centre CDP Capital 1000, place Jean-Paul-Riopelle Montreal, Quebec H2Z 2B3 Attn:  General Partner Phone:  (514) 842-3261 Fax: (514) 847-2493
EFS SERVICES, LLC
	By:	Aircraft Services Corporation, its Sole Member
	By:	/s/ Simon Duncan
	Name: Simon Duncan
	Title:   Vice President
Address: 120 Long Ridge Road Stamford, CT 06927 Attn:  Manager of Operations Phone:  (203) 357-3710 Fax:  (203) 961-5861

EXHIBIT A

Party	Bank	Account Number
EFS-SSCC Holdings, LLC	Deutsche Bank	502 790 89
Southern Star Central Corp.	Mellon Bank	FNDFSSCC112

EXHIBIT B

1.

Scheduled payments required under debt obligations existing as of the date hereof.

2.

Consolidated group tax payments.

3.

Audit fees of independent accountants.

4.

Legal fees of outside counsel.

5.

Payment of the purchase price as contemplated under the Purchase Agreement, dated as of July 7, 2005, by and between AIG Highstar Capital, L.P., a Delaware limited partnership, and General Electric Capital Corporation, a Delaware corporation and any transaction costs and expenses consistent with the payments specified in Appendix I of the Amended and Restated Limited Liability Company Agreement of Holdings.

EX-99

PROMISSORY NOTE

SOUTHERN STAR CENTRAL CORP.

New York, New York

US$7,250,000

                     August 11, 2005

FOR VALUE RECEIVED, SOUTHERN STAR CENTRAL CORP., a Delaware corporation (the “Issuer”), hereby unconditionally, absolutely and irrevocably promises to pay to AIG HIGHSTAR CAPITAL, L.P., a Delaware limited partnership (“Highstar”), or any subsequent holder of this Promissory Note, the aggregate principal sum of Seven Million Two Hundred Fifty Thousand Dollars ($7,250,000) (the “Principal Amount”), in lawful money of the United States of America and in immediately available funds, on the Maturity Date (as defined herein).  

As used in this Promissory Note, the following capitalized terms shall have the respective meanings specified for such terms:

“Business Day” shall mean a day of the year other than a Saturday, Sunday or other day on which banks are required or authorized to close in the State of New York.

“Default Interest Rate” shall mean, for any day, a rate per annum equal to the Prime Rate published in the Money Rates table of the Wall Street Journal for such day (or if such day is not a Business Day for the immediately preceding Business Day) plus two percent (2%).

“Dollars” shall mean the lawful currency of the United States of America.

“Equity Interests” shall mean corporate stock and all warrants, options or other rights to acquire corporate stock (but excluding any debt security that is convertible into, or exchangeable for, corporate stock).

“Indenture” shall mean the Indenture, dated as of August 8, 2003, between the Issuer and Deutsche Bank Trust Company Americas, as Trustee.

“Maturity Date” shall mean the earlier of May 1, 2006, or the date on which the Principal Amount, and any interest accrued thereon, shall have been repaid in full by the Issuer.

“Notice Address” shall mean (a) if to the Issuer, Southern Star Central Corp., P.O. Box 20010, 4700 Highway 56, Owensboro, Kentucky 42304-0010 Attention: Susanne W. Harris, Facsimile: 270-852-5011, and (b) if to Highstar, AIG Highstar Capital, L.P., 599 Lexington Avenue, 25^th Floor, New York, New York 10022, Attention: Michael Walsh, Facsimile: (646) 735-0795.

“Permitted Debt” shall mean the indebtedness incurred by the Issuer under this Promissory Note, the indebtedness of the Issuer under the Indenture and any “Permitted Debt” incurred by the Issuer in accordance with the Indenture.

“Permitted Refinancing Indebtedness” shall have the meaning ascribed thereto in the Indenture.

“Permitted Refinancing Indebtedness Proceeds” shall mean any proceeds received by the Issuer pursuant to its incurrence of any Permitted Refinancing Indebtedness.

“Restricted Payment” shall have the meaning ascribed thereto in the Indenture.

“Restricted Payment Event” shall mean any date on which the Issuer shall declare or pay any dividend or make any other payment or distribution to the direct or indirect holders of its Equity Interests, including, without limitation, any Restricted Payment made by the Issuer in accordance with the Indenture.

The Principal Amount shall not bear interest during the period beginning on the date hereof and ending on the Maturity Date.  

If the Principal Amount is not repaid in full by the Issuer on the Maturity Date, any outstanding amount of the Principal Amount after the Maturity Date shall bear interest at a rate per annum equal to the Default Interest Rate until such time as such outstanding Principal Amount, and any interest accrued thereon, shall have been repaid in full.  Any interest accrued hereunder shall be computed on the basis of a 365-day year and shall be payable monthly in arrears on the last day of each calendar month.  

The Issuer shall have the option, upon at least three (3) Business Days’ prior notice to Highstar, to prepay all or part of the outstanding Principal Amount, and any interest accrued thereon, from time to time without premium or penalty.

The Issuer shall be required to prepay the outstanding Principal Amount, and any interest accrued thereon, immediately upon the receipt of any Permitted Refinancing Indebtedness Proceeds.  

The Issuer shall provide Highstar with no less than ten (10) Business Days’ prior written notice of a Restricted Payment Event.  The Issuer shall be required to prepay the outstanding Principal Amount, and any interest accrued thereon, in full no less than five (5) Business Days prior to such Restricted Payment Event.

Any payments made under this Promissory Note shall be applied, first, to pay any accrued and unpaid interest and, second, to pay the outstanding Principal Amount.

Until such time as the Principal Amount, and any interest accrued thereon, shall have been repaid in full by the Issuer in accordance with the terms hereof, the Issuer shall not be permitted to incur any indebtedness other than Permitted Debt.  Notwithstanding anything set forth in the Indenture, any Permitted Debt incurred by the Issuer after the date hereof shall in all respects be subject and subordinate at all times to the Issuer’s outstanding obligations to Highstar hereunder.

All payments under this Promissory Note shall be made by the Issuer to Highstar without set-off or counterclaim and free and clear of and without deduction on account of taxes, levies, fees, deductions, withholdings, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof unless the Issuer is required by law to make such deductions.  If any such obligation is imposed upon the Issuer with respect to any amount payable by it hereunder, it will pay to Highstar, on the date on which such amount becomes due and payable hereunder, such additional amount as shall be necessary to enable Highstar to receive the same net amount which it would have received on such due date had no such obligation been imposed upon the Issuer.

Upon the occurrence and continuance of any of the following events (each such event, an “Event of Default”):

(a) the Issuer shall (i) make an assignment for the benefit of creditors, (ii) be adjudicated bankrupt or insolvent, (iii) seek the appointment of, or be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within sixty (60) days following the commencement thereof or (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law;  

(b) there shall occur the sale, lease or other disposition, in a single transaction or a series of related transactions of all or substantially all of the assets of, or a majority of the outstanding equity interests in, the Borrower;

(c) the Issuer shall fail to make any payment under this Promissory Note when due; or

(d) the Issuer shall incur any Permitted Debt after the date hereof that is not subject and subordinate at all times to the Issuer’s outstanding obligations to Highstar hereunder;

THEN, or at any time thereafter, in the case of an Event of Default, the outstanding Principal Amount, and any interest accrued thereon, shall immediately be declared due and payable by Highstar, without presentment, demand, protest or notice of any kind.  No remedy herein conferred upon Highstar is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise.  

The Issuer hereby expressly waives presentment, demand, protest or notice of any kind in connection with this Promissory Note.

All payments to be made by the Issuer hereunder shall be made by the Issuer to Highstar by no later than 11:00 AM EST at an account designated in advance by Highstar.  Whenever a payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided, that if such extension would cause such payment to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

All notices and other communications required or permitted to be given hereunder shall be in writing and delivered to the intended recipient at its respective Notice Address.

The provisions of this Promissory Note may be amended, supplemented or modified only by an instrument in writing signed by duly authorized representatives of the Issuer and Highstar.  This Promissory Note shall be binding upon and inure to the benefit of the Issuer and Highstar and their respective successors and assigns, except that the Issuer shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Highstar which consent may be withheld by Highstar in its sole and absolute discretion.

The Issuer and any authorized agent of the Issuer may deem and treat Highstar as the absolute owner of this Promissory Note for all purposes and, prior to due presentment for registration of transfer, shall not be affected by any notice to the contrary.

THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

The Issuer hereby consents to the exclusive jurisdiction and venue of the state or federal courts located in the State of New York, and hereby waives any objection which it or they may now or hereafter have to the laying of venue of any suit or action arising out of this Promissory Note in such courts and further waives any claim that any such suit or action brought in any such court has been brought in an inconvenient forum.  In the event of a dispute hereunder, suit may be brought against the Issuer in such courts or in any jurisdiction where the Issuer or any of its assets may be located.  Service of process in connection with any dispute shall be binding on the Issuer if sent to the Issuer by registered mail at the Notice Address.

The Issuer hereby knowingly, voluntarily and intentionally waives (to the fullest extent permitted by applicable law) any right to a trial by jury of any dispute arising under or relating to this Promissory Note, and agrees that any such dispute shall, at Highstar’s option, be tried before a judge sitting without a jury.  In addition, the Issuer waives the right to interpose any defense based upon any statute of limitations or any claim of delay and any set-off or counterclaim of any nature or description.

This Promissory Note constitutes the entire agreement between the Issuer and Highstar with respect to the subject matter hereof.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, SOUTHERN STAR CENTRAL CORP. has caused this Promissory Note to be duly executed.

Date:  August 11, 2005

SOUTHERN STAR CENTRAL CORP., as Issuer
By:	/s/ Susanne W. Harris
	Name:  Susanne W. Harris Title:  Chief Financial Officer

EX-99

RECAPITALIZATION AGREEMENT

THIS RECAPITALIZATION AGREEMENT (this “Agreement”) is made as of this 11th day of August 2005, by and between EFS-SSCC Holdings, LLC, a Delaware Limited Liability Company (“Holdings”), and Southern Star Central Corp., a Delaware corporation (the “Company”).

WHEREAS, Holdings is the owner of all of the outstanding capital stock of the Company, consisting of (i) 79.367 shares of common stock, par value $0.01 per share (the “Common Shares”), (ii) 547.79 shares of Series A Preferred Stock, par value $0.01 per share (the “Preferred Shares”) and (iii) the right to receive 5.23 shares of Series A Preferred Stock, par value $0.01 per share (the “Preferred Share Rights”).

WHEREAS, Holdings, as the sole owner of the capital stock of the Company, desires to recapitalize the Company in a transaction intended to constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, to simplify its capital structure; and

WHEREAS, in connection with such recapitalization, Holdings is surrendering the Preferred Shares and the Preferred Share Rights to the Company for cancellation.

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.

Surrender of Preferred Shares.  On the date hereof, Holdings hereby surrenders to the Company for cancellation all of its rights, title and interest in and to the Preferred Shares and the Preferred Share Rights and all other documents and instruments necessary for the surrender of the Preferred Shares and the Preferred Share Rights to the Company, including, if applicable, a stock power, duly endorsed in blank.

2.

Reissuance and Cancellation of Treasury Shares.  On the date hereof, the Company shall reissue 20.633 shares of the treasury shares to Holdings and shall cancel the remaining 1.587 treasury shares.

3.

Amendment to the Amended and Restated Certificate of Corporation.  Upon receipt of the Preferred Shares and the Preferred Share Rights, and in connection with the reissuance and cancellation of the treasury shares as described above, the Company shall promptly cause to be executed and filed with the Secretary of State of the State of Delaware the Second Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A (the “Second Amendment”).  Holdings, as the owner of all of the capital stock of the Company, hereby consents to the Second Amendment.

4.

Further Assurances.  From time to time following the date hereof, at the request of any party hereto and without further consideration, the other party hereto shall execute and deliver to such requesting party such instruments and documents and take such other action as such requesting party may reasonably request in order to consummate more fully and effectively the transactions contemplated hereby.

5.

Entire Agreement.  This Agreement (together with the other writings referred to herein or delivered pursuant hereto) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

6.

Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

7.

Severability.  If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law.

8.

Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflicts of laws thereof.

9.

Descriptive Headings.  The descriptive headings herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement.

10.

Counterparts.  This Agreement may be executed by the parties hereto in any number of counterparts, and by facsimile signature, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, the parties hereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Recapitalization Agreement, in counterparts, as of the date first above written.

EFS-SSCC HOLDINGS, LLC
	By:	Aircraft Services Corporation
		By:	/s/ Marguerite Catanzaro
		Name:  Marguerite Catanzaro
		Title:  Vice President
	By:	CDP Infrastructures Fund G.P.
	By:	Caisse de dépôt et placement du Québec, a General Partner
		By:	/s/ Bruno Guilmette
			Name: Bruno Guilmette
			Title: Director, Investments
		By:	/s/ Robert Côté
			Name: Robert Côté
			Title: Vice President, Legal
			Affairs, Private Equity
By:	CDP Infrastructures Fund Inc., a General Partner
	By:	/s/ Bruno Guilmette
		Name: Bruno Guilmette
		Title: Attorney-in-Fact
	By:	/s/ Robert Côté
		Name: Robert Côté
		Title: Attorney-in-Fact
SOUTHERN STAR CENTRAL CORP.
By:	/s/ Susanne W. Harris
Name: Susanne W. Harris
Title: Chief Financial Officer

EX-99

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SOUTHERN STAR CENTRAL CORP.

Southern Star Central Corp. (the “Corporation”) is a corporation organized and existing under and by virtue of the Delaware General Corporation Law (“DGCL”).  Pursuant to the provisions of Section 228, Section 242 and Section 245 of the Delaware General Corporation Law, the Corporation adopts the following Amended and Restated Certificate of Incorporation (this “Amended and Restated Certificate”).  The original Certificate of Incorporation of the Corporation was filed with the Delaware Secretary of State on September 11, 2002.  Prior Amended and Restated Certificates of Incorporation were filed with the Delaware Secretary of State on January 21, 2003 and August 7, 2003 (the “Prior Amended and Restated Certificates”).

This Amended and Restated Certificate, which restates, integrates and further amends the Prior Amended and Restated Certificates in their entirety, was duly adopted as of August 11, 2005, in accordance with the provisions of Sections 228, 242 and 245 of the DGCL.  The provisions of the Certificate of Incorporation are hereby further amended and restated, such amendment and restatement to be effective on August 11, 2005, to read in their entirety as follows:

ARTICLE 1

NAME

The name of the Corporation is Southern Star Central Corp.

ARTICLE 2

REGISTERED OFFICE

The address of the Corporation’s registered office in the State of Delaware is 2711 Centreville Road, Suite 400, in the City of Wilmington, County of New Castle (zip code 19808). The name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE 3

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

ARTICLE 4

CAPITAL STOCK

The total number of shares of all classes of stock that the Corporation shall have authority to issue is 100, consisting solely of 100 shares of common stock, par value $.01 per share (the “Common Stock”).  Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors.  Upon the liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders.  Except as otherwise required by law, the holders of each share of Common Stock shall be entitled to vote on all matters and shall be entitled to one vote for each such share held.

ARTICLE 5

The Corporation is to have a perpetual existence.

ARTICLE 6

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter, amend, or repeal the By-laws of the Corporation in any manner not inconsistent with the laws of the State of Delaware or this Amended and Restated Certificate, but the stockholders may make additional By-laws and may alter, amend or repeal any By-law whether adopted by them or otherwise.

ARTICLE 7

INDEMNIFICATION

The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner or trustee of another Corporation, partnership, joint venture, trust or other enterprise. The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her, whether or not the Corporation would have the power to indemnify him or her against such liability pursuant to this Article 7. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorney’s fees), judgments, fines and amounts paid in settlement.  The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware General Corporation Law, or (d) for any transaction from which the director derived an improper personal benefit.  If the Delaware General Corporation Law is amended after approval by the stockholders of the Corporation of this Section to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the full extent permitted by the Delaware General Corporation Law, as so amended.  Any repeal or modification of the foregoing portion of this Section by the stockholders of the Corporation shall not adversely effect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE 8

COMPROMISE OR ARRANGEMENT
AND REORGANIZATION

Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in su ch a manner as the said court directs. If at least a majority of the number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all creditors or class of creditors, and/or stockholders or class of stockholders of the Corporation, as the case may be, and also on the Corporation.

ARTICLE 9

MISCELLANEOUS

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

A.

Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

B.

The books of the Corporation may be kept at such place within or without the State of Delaware as the by-laws of the Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation.

ARTICLE 10

CERTAIN DEFINITIONS

Unless the context otherwise requires, the terms defined in this Article 10 shall have, for all purposes of this Amended and Restated Certificate, the meanings herein specified (with terms defined in the singular having comparable meanings when used in the plural).

“Amended and Restated Certificate” has the meaning set forth in the first paragraph of the recitals hereof.

 “Common Stock” has the meaning set forth in Article 4.

“Corporation” has the meaning set forth in the first paragraph of the recitals.

“DGCL” has the meaning set forth in the first paragraph of the recitals hereof.

“person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Prior Amended and Restated Certificates” has the meaning set forth in the first paragraph of the recitals hereof.

IN WITNESS WHEREOF, I have hereunto met my hand and seal, the 11th day of August, 2005.

SOUTHERN STAR CENTRAL CORP.
By:	/s/ Susanne W. Harris
Name:	Susanne W. Harris
Title:	Chief Financial Officer