SEC Filings
SOUTHERN UNION CO filed this Form DEF 14A on 09/25/1997
Entire Document
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                      BOARD OF DIRECTORS

                 Board Size and Composition

The Board of Directors of the Company is comprised of ten
directors which is divided into three classes, each of which
serves a staggered three-year term.  The terms of the Class I
directors expire at the Meeting.  The Class II directors will
serve until the 1998 Annual Meeting of Stockholders and the Class
III directors will serve until the 1999 Annual Meeting of Stock-
holders.  This year's Nominees, John E. Brennan, Frank W. Denius
and Roger J. Pearson are the Class III directors standing for
election for a three-year term of office expiring at the 2000
Annual Meeting of Stockholders or when their successors are duly
elected and qualified.

The following pages contain information concerning the Nominees
and the directors whose terms of office will continue after the

Class I - Term expires in 2000

John E. Brennan has been Vice Chairman of the Board and Assistant
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Secretary of Southern Union since February 1990.  Mr. Brennan has
been primarily engaged in private investments since May 1992.
Prior to May 1992, Mr. Brennan had been President and Chief
Operating Officer of Metro Mobile CTS, Inc. ("Metro Mobile").
Age: 51.

Frank W. Denius has been Chairman Emeritus of Southern Union
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since February 1990.  Since February 1990, Mr. Denius has been
engaged primarily in the private practice of law in Austin,
Texas.  Age: 72.

Roger J. Pearson has been an attorney in private practice in
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Stamford, Connecticut for more than the past five years.  He has
been of counsel to the firm of Neville, Shaver, Hubbard & McLean
since 1991.  Mr. Pearson has been a Director of the Company since
January 1992.  Age: 51.

                        CLASS I DIRECTORS.

Class II - Term expires in 1998

Aaron I. Fleischman has been Senior Partner of Fleischman and
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Walsh, L.L.P., a Washington, D.C. law firm specializing in
regulatory, corporate-securities and litigation matters for
telecommunications and regulated utility companies, since 1976.
Mr. Fleischman is also a director of Citizens Utilities Company.
Age: 58.

Kurt A. Gitter, M.D. has been an ophthalmic surgeon in private
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practice in New Orleans, Louisiana, since 1969.  He has also been
a Clinical Professor of Ophthalmology at Louisiana State
University since 1978 and an assistant professor of ophthalmology
at Tulane University since 1969.  From 1986 to 1993 Dr. Gitter
served as Chief of Ophthalmology at Touro Infirmary.  Dr. Gitter
has been a Director of the Company since June 1995.  Age: 60.

Adam M. Lindemann has been the managing member of Lindemann
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Capital Advisors, L.L.C. since November, 1996, which manages
investments for various private investment funds including
Lindemann Capital Partners, L.P.  Previously, he had been a
personal investor manager for Third Point Partners since August
1996.  From 1994 until August 1996, he was a securities analyst
for Oppenheimer & Company and previously during 1994 he was a
corporate finance associate with Perry Partners, a money manage-
ment firm.  From May 1992 until 1994 he was primarily engaged in
private investments.  Prior to May 1992, he had been Vice Presi-
dent - Corporate Development of Metro Mobile and President of
Vision Energy Resources, Inc., a wholly-owned subsidiary of Metro
Mobile primarily engaged in the distribution of propane.
Adam M. Lindemann is the son of George L. Lindemann, Chairman of
the Board and Chief Executive Officer of Southern Union.  Age:

George Rountree, III has been an attorney in private practice in
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Wilmington, North Carolina where he has been a senior partner in
the firm of Rountree & Seagle since its formation in 1977.  Age:

Class III - Term expires in 1999

George L. Lindemann has been Chairman of the Board and Chief
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Executive Officer of Southern Union since February 1990.  He has
been Chairman of the Executive Committee of the Board of
Directors since March 1990.  He was Chairman of the Board and
Chief Executive Officer of Metro Mobile from its formation in
1983 through April 1992.  He has been President and a director of
Cellular Dynamics, Inc., the managing general partner of
Activated Communications Limited Partnership, a private
investment business, since May 1982.  Mr. Lindemann is also a
director of Network Event Theater, Inc.  Age: 61.

Peter H. Kelley has been President and Chief Operating Officer of
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Southern Union since February 1990, President and Chief Operating
Officer of Southern Union Gas Company ("Southern Union Gas"), a
division of the Company, since October 1990, and Chief Executive
Officer of Missouri Gas Energy ("MGE"), a division of the
Company, since December 1993.  From December 1993 to September
1995, Mr. Kelley was also President of MGE.  Prior to joining the
Company, he had been an officer of Metro Mobile since 1986.
Mr. Kelley is also a director of Texas Commerce Bank, N.A. --
Austin.  Age: 50.

Dan K. Wassong has been the President, Chief Executive Officer
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and a director of Del Laboratories, Inc., a manufacturer of
cosmetics, toiletries and pharmaceuticals, for more than the past
five years.  Mr. Wassong is also a director of Moore Medical
Corporation.  Age: 67.

With the exception of Messrs. Denius, Gitter and Pearson as
described above, each of the above-named directors and Nominees
first became a director of the Company in February 1990.

                Board Committees and Meetings

The Board of Directors has an Executive Committee, composed of
Messrs. George Lindemann (Chairman), Brennan and Kelley.  The
Executive Committee held one meeting and acted by unanimous
written consent on seven occasions during fiscal 1997.  During
the intervals between meetings of the Board of Directors, this
committee has the authority to, and may exercise all of the
powers of, the Board of Directors in the management of the busi-
ness, property and affairs of the Company in all matters that are
not required by statute or by the Company's Certificate of Incor-
poration or Bylaws to be acted upon by the Board of Directors.
This committee must exercise such authority in such manner as it
deems to be in the best interests of the Company and consistent
with any specific directions of the Board of Directors.

The Board of Directors has an Audit Committee, currently composed
of Messrs. Denius (Chairman) and Gitter.  The Audit Committee met
two times during fiscal year 1997.  This committee has the duties
of recommending to the Board of Directors the appointment of
independent auditors, reviewing their charges for services,
reviewing the scope and results of the audits performed,
reviewing the adequacy and operation of the Company's internal
audit function, and performing such other duties or functions
with respect to the Company's accounting, financial and operating
controls as deemed appropriate by it or the Board of Directors.

The Board of Directors has a Long-Term Stock Incentive Plan
Committee which may consist of no fewer than two directors.  The
committee is currently composed of Messrs. Rountree (Chairman)
and Pearson who have the authority to make all decisions
regarding:  (i) the granting of awards under the Company's 1992
Plan; (ii) eligibility of employees to receive awards under the
1992 Plan; and (iii) interpretation of the 1992 Plan.  To serve
on the Plan Committee a director may not receive any awards under
the 1992 Plan during the prior year, and cannot currently be
eligible to receive any awards under the 1992 Plan.  The Plan
Committee met one time during fiscal year 1997 and acted by
unanimous written consent on two occasions.

The Board of Directors held two meetings and acted by unanimous
written consent on three occasions during fiscal year 1997.
Except for Mr. Frank W. Denius, who was unable to attend one
meeting of the board of Directors, all directors attended all of
the meetings of the Board and committees on which they served
that were held in fiscal year 1997 while they were directors and
a member of any such committee.

                       Board Compensation

Compensation for each director is $20,000 per year, payable in
quarterly installments, except for:  Mr. George Lindemann (who
receives $220,105 per year as Chairman of the Board and Chief
Executive Officer of the Company and Chairman of the Executive
Committee); Mr. Brennan (who receives $110,094 per year as Vice
Chairman of the Board of the Company and a member of the Execu-
tive Committee); Mr. Kelley (who receives no compensation as a
director in addition to his compensation as a full-time executive
officer and employee of the Company and its divisions and sub-
sidiaries); and the chairman and the other member of the Audit
Committee of the Company's Board of Directors, who receive
$30,000 and $25,000 per year, respectively.  Members of the Board
of Directors also are reimbursed for travel expenses incurred in
connection with Company business, including attendance at
meetings of the Board of Directors and its committees.

              Directors' Deferred Compensation Plan

The Board of Directors has a Directors' Deferred Compensation
Plan which is designed to attract and retain well-qualified
individuals to serve as outside directors and to enhance the
identity of their interests and the interests of stockholders.
Participation in the Directors' Plan is optional.

Under the Directors' Plan, each director who is not also an
employee of the Company may choose to defer all or any percentage
of his or her director's fees and invest such deferred amount in
Common Stock.  The Directors' Plan requires the Company to make a
matching contribution of 100% of the first 10% of the partici-
pant's total directors' fees, to the extent deferred.

A participating director is 100% vested with respect to the
amount of director's fees that he elects to defer and any related
income, gains and losses.  The Company's matching contributions
do not vest until the participating director either has completed
five (5) years of service as a director or dies while serving as
a director.  Deferred amounts may not be withdrawn by a partici-
pant until (i) thirty (30) days after such time as the director
either retires or ceases to be a director of the Company; or (ii)
with the permission of the Board, in the event of severe finan-
cial hardship.

The Board may terminate, suspend or amend the Directors' Plan
under certain circumstances, but the Board has no discretion
regarding its administration.

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