X0303 5 2009-12-31 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 Vice Chairman, Pres. & COO Common Stock 2009-12-23 5 G 0 3000 D 501389.1 D Common Stock 12100 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 207066 207066 D Employee Stock Option (right to purchase) 21.64 2019-12-15 Common Stock 140107 140107 D This transaction was a bona fide gift; as such, no price is required. This share amount uncludes 119,743 restricted shares awarded to the Reporting Person on December 15, 2009 ("Grant Date 2009"). The restrictions on the restricted stock will expire in equal installments on the first, second and third anniversaries of Grant Date 2009. The expiration of the restrictions on the restricted shares 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 Reporting Person may be deemed to hold indirectly 12,100 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, 183,753 options have vested and are exerciseable. 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 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. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause or by a voluntary termination of employments. To date 97,644 stock options have vested and are exerciseable. Each stock option was awarded at an exercise price of $21.64 per share, which price is equal to the closing price on Grant Date 2009. The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. 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 or by a voluntary termination of employment. Robert M. Kerrigan, III for Eric D. Herschmann 2010-02-16