Restricted Unit Plan

HERITAGE HOLDINGS, INC.
RESTRICTED UNIT PLAN


Heritage Holdings, Inc., a Delaware corporation (the "Company"), hereby establishes the Heritage Holdings, Inc. Restricted Unit Plan (the "Plan") effective as of the effective date of the initial public offering of Units.


1. Purpose. The purpose of the Plan is to promote the interests of the Company and the Partnership by encouraging key employees of the Company and its Subsidiaries and the Directors of the Company to acquire or increase their ownership of Units and to provide a means whereby such individuals may develop a sense of proprietorship and personal involvement in the development and financial success of the Partnership, and to encourage them to devote their best efforts to the business of the Partnership, thereby advancing the interests of the Partnership and the Company.


2. Definitions. As used in this Plan:


(a) "Affiliate" means any person that directly or indirectly controls, is controlled by, or is under common control with the person in question. As used in this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause a direction of the management and policies of a person whether through ownership of voting securities, by contract or otherwise. When used with reference to any individual, the term "Affiliate" shall also mean any person that is a relative (within the second degree consanguinity) or spouse of such individual or is a guardian of such individual or such spouse or is a trust or estate in which such individual owns a 5% or greater beneficial interest or of which such individual serves as trustee, executor or in any similar capacity.


(b) "Board" means the Board of Directors of the Company.


(c) "Change in Control" means:


1. (i) the date on which James E. Bertelsmeyer and his
Affiliates (collectively, the "Bertelsmeyer Group") and the Management
Group cease to own (directly or indirectly) more than 30% of either the
outstanding shares of common stock or the total combined voting power
of all classes of stock of the Company (or its successor) (the "Voting
Power"), or (ii) the approval by the stockholders of the Company of a
reorganization, sale, merger, or consolidation where immediately
thereafter the Bertelsmeyer Group and the Management Group do not own
more than 30% of the Voting Power of the Company (or its successor);


2. the sale of all or substantially all of the assets of
the Company or the Partnership (other than to the Bertelsmeyer Group
and/or the Management Group);


3. a liquidation or dissolution of the Company or the
Partnership; and


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4. the date the Company (or a Subsidiary) ceases to be the
general partner of the Partnership.


(c) "Committee" means the committee appointed to administer the Plan pursuant to Paragraph 10.


(d) "Date of Grant" means (i) with respect to a grant of Phantom Units to an Employee, the date specified by the Committee on which such grant is effective and (ii) with respect to a grant of Phantom Units to a Director, the automatic date of grant as provided in Paragraph 5.


(e) "Director" means a director of the Company who is not also an employee of the Company, a Subsidiary or the Partnership.


(f) "Distribution Equivalent" means, with respect to a Phantom Unit, an amount, payable in cash, equal to the value of any distributions that are declared and become payable with respect to a Unit after the Date of Grant of such Phantom Unit and on or before the date such Phantom Unit is paid or forfeited, as the case may be.


(g) "Employee" means any individual who is a key employee of the Company, a Subsidiary or the Partnership.


(h) "Management Group" means, as of any date, the executives and management employees of the Company and its Subsidiaries, but disregarding any such person who has not been an employee of the Company or its Subsidiaries for the entire one-year period preceding the applicable date.


(i) "Participant" means an Employee who is selected by the Committee to receive a grant of Phantom Units and shall also include a Director who has received an automatic grant of Phantom Units pursuant to Paragraph 5.


(j) "Partnership" means Heritage Propane Partners, L.P.


(k) "Phantom Unit" means a notional Unit granted under the Plan, which upon vesting entitles the Participant to receive a Unit.


(l) "Units" means a limited partnership interest in the Partnership represented by Common Units as set forth in the Partnership Agreement and described in the Registration Statement for the securities of the Partnership.


(m) "Rule 16b-3" means Rule 16b-3 of the Securities and Exchange Commission (or any successor rule to the same effect) as in effect from time to time.


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(n) "Subsidiary" means any entity in which, at the relevant time, the Company or Partnership owns or controls, directly or indirectly, not less than 50% of the total combined voting power represented by all classes of equity interests issued by such entity.


3. Units Available Under Plan. Subject to adjustments as provided in Paragraph 7, the maximum number of Phantom Units that may be granted under this Plan is 146,000; provided, however, any Phantom Units that are forfeited or which expire for any reason without payment will again be available for grant under this Plan. Units to be delivered upon the vesting of Phantom Units granted under the Plan may be Units acquired by the Company in the open market, Units already owned by the Company, Units acquire ...