X0303 5 2008-12-31 0 0 0 0000203248 SOUTHERN UNION CO SUG 0001315134 Herschmann Eric D C/O SOUTHERN UNION COMPANY 5444 WESTHEIMER ROAD HOUSTON TX 77056 0 1 0 0 President and COO Common Stock 2008-12-11 5 G 0 3000 D 426600.1 D Common Stock 9100 I Owned by minor children Employee Stock Options (right to purchase) 23.6191 2015-06-27 Common Stock 262500 262500 D Employee Stock Options (right to purchase) 23.63 2015-12-30 Common Stock 100000 100000 D Employee Stock Options (right to purchase) 28.48 2017-12-17 Common Stock 275629 275629 D Employee Stock Options (right to purchase) 12.55 2018-12-15 Common Stock 292934 292934 D Includes a grant of restricted stock of 58,022 awarded on December 17, 2007 ("Grant Date 2007") for which restrictions on 19,340 have expired. Restrictions on the remaining shares will expire in pro-rata amounts on the second and third anniversaries of Grant Date 2007. The amount also includes a grant of 207,066 restricted shares awarded on December 15, 2008 ("Grant Date 2008"). The restrictions on the shares awarded on Grant Date 2008 will expire in pro-rata amounts on the first, second and third anniversaries of Grant Date 2008.The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Issuer or (ii) the death, disability or termination of employment without cause of the Reporting Person. This transaction was a bona fide gift; as such, no price is required. The Reporting Person may be deemed to hold indirectly 9,100 shares owned by his minor children; however, the Reporting Person hereby continues to disclaim any beneficial in these shares, except to the extent of his pecuniary interest therein. These options are fully vested and exercisable. The expiration of the options shall not be accelerated. These options are fully vested and exercisable. The expiration of the options shall not be accelerated. Each stock option was awarded at an exercise price of $28.48 per share, which price is equal to the closing price on Grant Date 2007. The options will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2007. The vesting of the options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause. To date, 91,876 options have vested. Each stock option was awarded at an exercise price of $12.55 per share, which price is equal to the closing price on Grant Date 2008. The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2008. The vesting of the options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause. Robert M. Kerrigan, III for Eric D. Herschmann 2009-02-14