X0304 4 2012-03-06 0 0000203248 SOUTHERN UNION CO SUG 0001315134 Herschmann Eric D 5051 WESTHEIMER ROAD HOUSTON TX 77056-5306 1 1 0 0 Vice Chairman, President & COO Common Stock 2012-03-06 4 G 0 10540 D 474376.1 D Common Stock 2012-03-07 4 G 0 3000 D 471376.1 D Common Stock 21200 I Owned by Children Common Stock 22840 I Herschmann Family Foundation 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 2018-12-15 Common Stock 292934 292934 D Employee Stock Option (right to purchase) 21.64 2019-12-15 Common Stock 140107 140107 D Employee Stock Option (right to purchase) 24.80 2020-12-13 Common Stock 114598 114598 D Cash Restricted Stock Units Common Stock 71293 71293 D On March 6, 2012, the Reporting Person made a charitable contribution of 10,540 shares to the Herschmann Family Foundation. The transaction was a bona fide gift, as such, no price is required. Such bona fide gift was made after notice to Energy Transfer Equity, L.P. ("ETE") pursuant to the Second Amended and Restated Support Agreement by and between the Reporting Person and ETE dated as of July 19, 2011 and filed as a part of Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on July 20, 2011. The transaction was a bona fide gift, as such, no price is required. Such bona fide gift was made after notice to ETE pursuant to the Second Amended and Restated Support Agreement by and between the Reporting Person and ETE dated as of July 19, 2011 and filed as a part of Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on July 20, 2011. This share amount includes 103,457 restricted shares awarded to the Reporting Person on December 13, 2010 ("Grant Date 2010"). The restrictions on the restricted stock will expire in equal installments on the first, second and third anniversaries of Grant Date 2010. The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person. To date, restrictions on 34,485 restricted shares have expired. This share amount includes 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 upon (i) a change in control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person. To date, restrictions on 79,828 restricted shares have expired. The Reporting Person may be deemed to hold indirectly 21,200 shares owned by his minor children; however, the Reporting Person disclaims any beneficial ownership of these shares, except to the extent of his pecuniary interest therein. The Reporting Person disclaims beneficial interest in these shares except to the extent of his pecuniary interest therein. These options are fully vested and currently exercisable. The expiration of these stock options shall not be accelerated. 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. To date, 93,404 stock options have vested and are exercisable. Each stock option was awarded at an exercise price of $24.80 per share, which price is equal to the closing price on Grant Date 2010. The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2010. 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. To date, 38,199 stock options have vested and are exercisable. On July 19, 2011, the Company entered into a Second Amended and Restated Agreement and Plan of Merger with Energy Transfer Equity, L.P. ("ETE") and Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE (as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of September 14, 2011, the "Merger Agreement"). The RSUs awarded to the Reporting Person will be treated in accordance with the terms and conditions of the Merger Agreement. The Merger Agreement is available in its entirety as Annex A to the Company's definitive Proxy Statement filed with the SEC on October 27, 2011. 71,293 cash restricted stock units ("RSUs") were awarded to the Reporting Person on November 6, 2011 ("Grant Date 2011"). The RSUs were awarded in accordance with the Company's Third Amended and Restated 2003 Stock and Incentive Plan. The RSUs permit the Reporting Person to receive cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on the dates such restrictions expire. Restrictions on such award will expire in equal amounts on the first, second and third anniversaries of Grant Date 2011, unless the restrictions are earlier terminated in accordance with the Plan or the applicable award agreement. The restrictions on the Reporting Person's RSUs also will be accelerated in the event of his death, disability or termination of employment without cause. Robert M. Kerrigan, III for Eric D. Herschmann 2012-03-08