X0303 4 2008-12-15 0 0000203248 SOUTHERN UNION CO SUG 0001315134 Herschmann Eric D 5444 WESTHEIMER ROAD HOUSTON TX 77056-5306 0 1 0 0 President & COO Common Stock 222534.10 D Common Stock 2068.5 I Owned by Children Common Stock (Restricted) 2008-12-15 4 A 0 207066 12.55 A 207066 D Employee Stock Option (right to purchase) 23.6191 2015-06-27 Common Stock 262500 262500 D Employee Stock Option (right to purchase) 23.63 2015-12-30 Common Stock 100000 100000 D Employee Stock Option (right to purchase) 28.48 2017-12-17 Common Stock 275629 275629 D Employee Stock Option (right to purchase) 12.55 2008-12-15 4 A 0 207066 A 2018-12-15 Common Stock 207066 207066 D The Reporting Person's holding is 2,285 shares less than previously reported; the 2,285 shares were given as bona fide gifts in April and June of 2007. Such gifts were reported on the Reporting Person's Form 5 filed on February 14, 2008. The Reporting Person may be deemed to hold indirectly 2068.5 shares of common stock owned by his children; however, the Reporting Person hereby disclaims any beneficial interest in these shares, and this report shall not be deemed an admission that the reporting person is a beneficial owner of these shares for purposes of section 16 or any other purpose. Restrictions on this award will expire in equal increments on the first, second and third anniversaries of December 15, 2008 ("Grant Date 2008"). These options have fully vested and are currently exercisable. Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.48 per share, which was equal to the closing price on December 17, 2007 ("Grant Date 2007"). The award will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2007. The vesting of these stock appreciation rights will be accelerated in the event of a change of control of the Company. The vesting of these options will be accelerated in the event of (i) a change of control of the Company; or (ii) the death, disability or termination of employment without cause of the Reporting Person. Each stock option was awarded at an exercise price of $12.55 per share, which was equal to the closing price on December 15, 2008 ("Grant Date 2008"). The options awarded will vest in equal increments on the first, second and third anniversaries of Grant Date 2008. The vesting of these options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person. Robert M. Kerrigan, III for Eric D. Herschmann 2008-12-17