8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8−K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) December 28, 2006

SOUTHERN UNION COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-6407	75-0571592
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5444 Westheimer Road Houston, Texas (Address of principal executive offices) 77056-5306 (Zip Code)

Registrant's telephone number, including area code: (713) 989-2000

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

མ࿠Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

མ࿠Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

མ࿠Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

མ࿠Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))

ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On December 28, 2006, the Compensation Committee of the Board of Directors of Southern Union Company (the “Company”) approved equity awards to certain officers of the Company pursuant to the Company’s Second Amended and Restated 2003 Stock and Incentive Plan (the “Plan”), including the following equity awards issued to a Named Executive Officer (based on the Company’s 2006 proxy statement) and the Company’s principal financial officer:

Name	Stock Appreciation Rights (# of Shares)	Cash Restricted Units (# of Shares)
Robert O. Bond	7482	23,753
Richard N. Marshall	6079	19,299

Each stock appreciation right “SAR” awarded will be settled only in shares of the Company’s common stock at an exercise price of $28.07 per share, which was equal to the closing price of the Company’s common stock on December 28, 2006 (the “Grant Date”). The SARs award vests in equal annual installments on the first, second and third anniversaries of the Grant Date, and terminates on the tenth anniversary of the Grant Date, unless earlier terminated in accordance with the Plan. Until Company common stock is issued in settlement of the SARs, the grantee will not be deemed for any purpose to be, or have rights as, a Company shareholder including receipt of dividend equivalents with respect to the SARs.

Each cash restricted unit award permits the holder 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, unless earlier terminated in accordance with the Plan.

Grants of SARs and cash restricted units were made pursuant to the Form of Long Term Incentive Award Agreement, which is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

  ITEM 9.01.   Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Form of Long Term Incentive Award Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SOUTHERN UNION COMPANY

(Registrant)

Date: January 3, 2007/s/ Robert M. Kerrigan, III______

Name: Robert M. Kerrigan, III

Title:Vice President - Assistant

General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Form of Long Term Incentive Award Agreement.

EX-99.1

Exhibit 99.1

SOUTHERN UNION COMPANY SECOND AMENDED AND RESTATED

2003 STOCK AND INCENTIVE PLAN

LONG TERM INCENTIVE AWARD AGREEMENT

 This Long Term Incentive Award Agreement (this “Agreement”) is made as of December 28, 2006 between Southern Union Company (the “Corporation”) and the undersigned (the “Holder”). The Compensation Committee of the Board of Directors of the Corporation has authorized the following award of Other Equity-Based Rights and Non-Linked Stock Appreciation Rights to the Holder under and as defined in the Corporation’s Second Amended and Restated 2003 Stock and Incentive Plan (the “Plan”), subject to the terms and provisions of the Plan and the additional conditions set forth below. Terms used in this Agreement that are defined in the Plan have the meanings assigned to them in the Plan.

1.   The Holder accepts all provisions of the Plan, a copy of which has been delivered to the Holder.

2.   The Corporation has granted the Holder, subject to the conditions of the Plan, an Award of Other Equity-Based Rights equal to the value of xxxx shares of stock (the “Cash Restricted Units”). The Cash Restricted Units shall vest in the Holder in installments, as set forth in the vesting schedule below:

December 27, 2007xxx Cash Restricted Units

December 27, 2008xxx Cash Restricted Units

December 27, 2009xxx Cash Restricted Units

Upon vesting, the Holder shall be entitled to a cash payment in respect of each Cash Restricted Unit equal to the closing price of the Stock of the Corporation as of such date.

3.   In addition to the restrictions set forth in Article XIII of the Plan, to the extent not vested, the Cash Restricted Units will be forfeited immediately if the Committee determines that the Holder has engaged in any conduct or act injurious, detrimental or prejudicial to any interest of the Corporation.

4.   Prior to the date the Cash Restricted Units have vested pursuant to Paragraph 2, the Cash Restricted Units are not transferable by the Holder, in whole or in part, without the Committee’s prior written approval.

5.   The Corporation grants to the Holder, subject to the conditions of the Plan, Non-Linked Stock Appreciation Rights in respect of xxxx shares of Stock of the Corporation at a SAR Exercise Price of $xx.xx per share (the “Stock SARs”). The Stock SARs shall vest in the Holder in installments, as set forth in the vesting schedule below:

December 27, 2007xxx Stock SARs

December 27, 2008xxx Stock SARs

December 27, 2009xxx Stock SARs

Upon exercise, the Holder shall be entitled to receive shares of Stock of the Corporation in respect of each Stock SAR equal to the excess of the Fair Market Value of a share of Stock (as determined on the date of exercise) over the SAR Exercise Price.

6.   No Stock SARs covered by this Agreement may be exercised later than December 27, 2016.

7.   The Stock SARs covered by this Agreement may be exercised nonsequentially in respect of any other Stock SARs granted under the Plan, whether now in the Holder’s possession or hereafter acquired.

8.   The Cash Restricted Unit Award and the Stock SARs are granted expressly subject to the Change of Control provisions of Article XII of the Plan.

9.   Neither this Agreement nor the Cash Restricted Unit Award or Stock SARs granted hereby shall impose any obligation on the part of the Corporation, its divisions or any Subsidiary to continue the employment of the Holder or impose any obligation on the Holder to remain in the employ of the Corporation or any Subsidiary. The Corporation and its Subsidiaries reserve the right to terminate the employment of the Holder at any time and for any reason (including no reason).

The undersigned parties have executed this Agreement as of the day and year first above written.

SOUTHERN UNION COMPANY

By:__________________________

Gary P. Smith

Senior Vice President, Human

Resources and Administration

By my signature below I acknowledge receipt of this Award, which has been issued to me under the terms of the Plan. I further acknowledge receipt of a copy of the Plan and agree to conform to all of the terms and conditions of this Agreement and the Plan.

_____________________________

Name: