X0202 4 2007-12-17 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 Senior EVP Common Stock 166797.10 D Common Stock 2068.5 I Owned by Children Cash Restricted Units 2007-12-17 4 A 0 58022 A Common Stock 58022 58022 D Stock Appreciation Rights 28.48 2007-12-17 4 A 0 275629 A Common Stock 275629 275629 D Non-Statutory Stock Option (right to purchase) 23.6191 2005-06-27 2015-06-27 Common Stock 262500 262500 D Non-Statutory Stock Option (right to purchase) 23.63 2015-12-30 Common Stock 100000 100000 D The shares reported in this transaction are restricted shares that were awarded to Mr. Herschmann by the Compensation Committee of the Board of Directors and are governed by the terms and conditions of the Southern Union Company Amended and Restated 2003 Stock and Incentive Plan. The restrictions on the awarded shares expired on January 1, 2007. 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. The cash restricted units awarded on December 17, 2007 (the "Grant Date") permit the recipient 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 will expire in equal annual installments on the first, second and third anniversaries of the Grant Date. The expiration of these restrictions 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. 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 the Grant Date. The award will vest in equal annual installments on the first, second and third anniversaries of the Grant Date. 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. These options have fully vested and are currently exercisable. Robert M. Kerrigan, III for Eric D. Herschmann 2007-12-19