SEC Filings
DEF 14A
SOUTHERN UNION CO filed this Form DEF 14A on 09/25/1997
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      Options Exercised in 1997 and 1997 Year-End Values

The following table provides information regarding the exercise
of stock options by each of the Named Officers and the value of
unexercised "in-the-money" options as of June 30, 1997.

                               Number
                             of Securi-
                             ties Under-
                            lying Unexer-   Value of Unexercised
                            cised Options       In-the-Money
                            at Fiscal Year   Options at Fiscal
                           End Exercisable/ Year End Exercisable
          Shares           Unexercisable(1)  Unexercisable(2)
         Acquired          --------------- ---------------------
            on     Value    Exer-  Unexer-   Exer-     Unexer-
  Name   Exercise Realized cisable cisable  cisable    cisable
- -------- -------- -------- ------- ------- ---------- ----------

George L.
Lindemann   *        *     137,408 163,528 $1,931,719 $ 887,666
Peter H.
Kelley      *        *     163,122 169,070  2,483,728   960,885
C. Thomas
Clowe, Jr.  *        *       4,410  22,640     35,037   141,725
Ronald J.
Endres      *        *     133,562  91,330  2,127,486   478,886
Dennis K.
Morgan      *        *      16,942  14,885    229,391   112,313

- ------------------

*   No options were exercised during the year ended June 30, 1997
    by the Named Officers

(1) The securities underlying unexercised options have been
    adjusted to reflect each of the 5% stock dividends dis-
    tributed on December 10, 1996, November 27, 1995 and June 30,
    1994, and the 33 % stock dividend distributed on March 11,
    1996 and the 50% stock dividend distributed on March 9, 1994.

(2) Based on a closing price on June 30, 1997 of $22 88 per share
    as reported by the New York Stock Exchange.

                      Retirement Benefits

The company sponsors two "Qualified" (Plans A and B) and one "Non-
Qualified" retirement income plans.  With respect to the Quali-
fied Plans, Plan B covers all employees of Missouri Gas Energy
and Plan A covers all employees other than employees of Missouri
Gas Energy, Lavaca Realty Company, Mercado Gas Services, Inc.,
SUPro Energy Company and ConTigo, Inc.  All officers listed
herein the Summary Compensation Table, except Mr. Clowe, are
presently covered by Plan A.  All officers listed in the Summary
Compensation Table, except Messrs. Lindemann and Clowe, are
covered by the Non-Qualified Plan.  Mr. Clowe is covered by Plan
B since October 1, 1996.

Under the Qualified Plans, Plan A benefits are based on total W-2
compensation (less certain defined exclusions), limited to
$160,000 annually, and includes a cost of living adjustment of up
to 2% per year.  Plan A benefits are payable for life, with a 10-
year guaranteed period.  Plan B benefits are based on basic
earnings, limited to $160,000 annually.  Plan B benefits do not
include any cost of living adjustment.  Plan B benefits are pay-
able for life, with no certain period guarantee.  In both Quali-
fied Plans, benefits are based upon average annual compensation
for the five highest consecutive years in the applicable period.

The following table reflects the benefits available under the
Qualified Plans. 

                              Years of Service
             ----------------------------------------------------
                       15             20                25
             ----------------------------------------------------
Remuneration  Plan A   Plan B   Plan A   Plan B   Plan A   Plan B
- ------------ -------  -------  -------  -------  -------  -------

 $125,000    $24,938  $33,867  $33,250  $45,156  $41,563  $52,070

  150,000     29,925   40,992   39,900   54,656   49,875   63,070
  160,000+    31,920   43,842   42,560   58,456   53,200   67,470

                              Years of Service
             ----------------------------------------------------
                       30             35
             ----------------------------------------------------
Remuneration  Plan A   Plan B   Plan A   Plan B
- ------------ -------  -------  -------  -------

 $125,000    $49,875  $58,984  $58,188  $65,897
  150,000     59,850   71,484   69,825   79,897
  160,000+    63,840   76,484   74,480   85,497


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