X0304 4 2011-11-06 0 0000203248 SOUTHERN UNION CO SUG 0001444613 Farrell Roger A. 5051 WESTHEIMER ROAD HOUSTON TX 77056-5306 0 1 0 0 SVP, Midstream Operations Common Stock 9200 D Cash Restricted Stock Units Common Stock 1628 1628 D Stock Appreciation Rights 12.55 2018-12-15 Common Stock 20071 20071 D Cash Restricted Stock Units 2019-12-15 Common Stock 2802 2802 D Stock Appreciation Rights 21.64 2019-12-15 Common Stock 14749 14749 D Cash Restricted Stock Units Common Stock 7261 7261 D Stock Appreciation Rights 2020-12-13 Common Stock 24126 24126 D Cash Restricted Stock Units 2011-11-06 4 A 0 4753 A Common Stock 4753 4753 D 4,884 cash restricted stock units were awarded to the Reporting Person on December 15, 2008 (the "Grant Date"). The cash restricted stock units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, 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 such dates. Restrictions on the award expire in equal installments on the first, second and third anniversaries of Grant Date 2008. To date, restrictions have expired on 3,256 cash restricted stock units. Restrictions on an additional 1,628 cash restricted stock units will expire on December 15, 2011. Stock appreciation rights will be settled in shares of common stock at an exercise price of $12.55 per share, which was equal to the closing price on the Grant Date. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2008. To date 13,380 stock appreciation rights have vested and are exerciseable. An additional 6,691 stock appreciation rights will vest on December 15, 2011. 4,202 cash restricted stock units were awarded to the Reporting Person on December 15, 2009 (the "Grant Date"). The cash restricted stock units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, 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 such dates. Restrictions on each award expire in equal installments on the first, second and third anniversaries of Grant Date 2009. Restrictions on 1,400 cash restricted stock units expired on December 15, 2010. Stock appreciation rights will be settled in shares of common stock at an exercise price of $21.64 per share, which was equal to the closing price on the Grant Date. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. 4,916 stock appreciation rights vested on December 15, 2010. 7,261 cash restricted stock units were awarded to the Reporting Person on December 13, 2010 (the "Grant Date"). The cash restricted stock units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, 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 such dates. Restrictions on each award expire in equal installments on the first, second and third anniversaries of Grant Date 2010. Stock appreciation rights will be settled in shares of common stock at an exercise price of $24.80 per share, which was equal to the closing price on Grant Date 2010. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2010. 4,753 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. 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. Robert M. Kerrigan, III for Roger A. Farrell 2011-11-08