HERITAGE PROPANE PARTNERS L P
AMENDED RESTRICTED UNIT PLAN
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<TYPE>EX-10.6.2
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<FILENAME>h82336ex10-6_2.txt
<DESCRIPTION>AMENDED RESTRICTED UNIT PLAN
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                                                                  EXHIBIT 10.6.2

                         HERITAGE PROPANE PARTNERS, L.P.
                              AMENDED AND RESTATED
                              RESTRICTED UNIT PLAN


         Heritage Holdings, Inc., a Delaware corporation (the "Company"), as
General Partner of Heritage Propane Partners, L.P. (the "Partnership"),
established the Heritage Propane Partners, L.P. Restricted Unit Plan (the
"Plan") effective as of the effective date of the initial public offering of
Units of the Partnership, which is amended and restated as of the 10th day of
August, 2000 upon approval of the Board of Directors of the Company.

         1. Purpose. The purpose of the Plan is to promote the interests of the
General Partner and the Partnership by encouraging key employees of the General
Partner of the Partnership, its Subsidiaries and Affiliates, and the Directors
of the Company and their successors 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 any of:

                  (i) the date that the Parents cease to own, directly or
         indirectly through wholly-owned subsidiaries, in the aggregate of at
         least 51% of the capital stock or equity interest of the General
         Partner; or

                  (ii) the sale of all or substantially all of the assets of the
         Partnership (other than to any affiliate of any of the Parents; or

                  (iii) a liquidation or dissolution of the Partnership.



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

         (e) "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.

         (f) "Director" means a director of the General Partner, or other
similar manager of the governing body of the General Partner if the General
Partner is not a corporation, who is not also a direct or indirect employee of
any Parent, the Company, a Subsidiary or the Partnership.

         (g) "Employee" means any individual who is an employee of the Company,
a Subsidiary or the Partnership or an Affiliate of any such entity rendering his
or her primary service to the Partnership.

         (h) "General Partner" means the general partner of Heritage Propane
Partners, L.P.

         (i) "Parents" means collectively, AGL Resources, Inc., Atmos Energy
Corporation, Piedmont Natural Gas Company, Inc., and TECO Energy.

         (j) "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.

         (k) "Partnership" means Heritage Propane Partners L.P.

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

         (m) "Units" means a limited partnership interest in the Partnership
represented by Common Units as set forth in the Partnership Agreement as the
securities of the Partnership.

         (n) "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.

         (o) "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 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 acquired by the Company directly from the Partnership, or any
other person, or any combination of the foregoing.




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         4. Employee Grants. The Committee, in its discretion, may from time to
time grant Phantom Units to any Employee upon such terms and conditions as it
may determine in accordance with the following general guidelines:

         (a) Each grant will specify the number of Phantom Units to which it
pertains.

         (b) Each grant will specify the terms and conditions for the
Participant to become vested in such Phantom Units. Unless earlier terminated,
the rights to acquire the Phantom Units will vest (i) upon, and in the same
proportions as, the conversion of the Partnership's Subordinated Units to Units
or (ii) if later, the third anniversary of their Date of Grant. Grants made
after the conversion of all of the Partnership's Subordinated Units to Units
shall vest on such terms as the Committee may establish, which may include the
achievement of performance objectives.

         (c) Each grant's vesting to an Employee may be terminated or revoked as
to any Employee who voluntarily terminates employment or who enters into
competition with the Company or the Partnership after termination of employment.

         (d) Each grant will be evidenced by a written notification executed on
behalf of the Company by the Chief Executive Officer or the Chairman of the
Compensation Committee of the Board and delivered to and accepted by the
Participant and shall contain such terms and provisions, consistent with this
Plan, as the Committee may approve with respect to such grant, including
provisions relating to the earlier vesting of the Phantom Units upon a Change in
Control.

         (e) Notwithstanding any of the foregoing, Phantom Units shall become
fully vested upon any Change of Control.

         5. Director Grants. (a) In order that the Committee not exercise any
discretion with respect to a Director's grant, each Director who is elected or
appointed to the Board for the first time after the Plan's effective date shall
automatically receive, on the date of his or her election or appointment, a
grant of 2,000 Phantom Units.

         (b) Commencing on September 1, 1996, and on each September 1 thereafter
that this Plan is in effect, each Director who is in office on such September 1
shall automatically receive a grant of 500 Phantom Units.

         (c) Each grant of Phantom Units to a Director will vest upon, and in
the same proportions as, (i) the conversion of the Partnership's Subordinated
Units into Units or (ii) if later, the third anniversary of their Date of Grant;
provided, however, notwithstanding the foregoing, a Director's Phantom Units
shall become fully vested upon a Change in Control.

         (d) In the event that the number of Phantom Units available for grants
under this Plan is insufficient to make all automatic grants provided for in
this Paragraph 5 on the applicable date, all Directors who are entitled to
receive a grant on such date shall share ratably in the number of Phantom Units
then available for grant under this Plan and thereafter shall have no right to
receive any additional grants under this Paragraph 5.


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         (e) Grants made pursuant to this Paragraph 5 shall be subject to all of
the terms and conditions of this Plan; however, if there is a conflict between
the terms and conditions of this Paragraph 5 and the terms and conditions of any
other Paragraph, then the terms and conditions of this Paragraph 5 shall
control. The Committee may not exercise any discretion with respect to this
Paragraph 5 which would be inconsistent with the intent that this Plan meet the
requirements of Rule 16b-3.

         6. Transferability. No Phantom Units granted under this Plan shall be
transferable by a Participant other than by will or the laws of descent and
distribution.

         7. Adjustments. In the event that (i) any change is made to the Units
deliverable under the Plan or (ii) the Partnership makes any distribution of
cash, Units or other property to unitholders which results from the sale or
disposition of a major asset or separate operating division of the Partnership
or any other extraordinary event and, in the judgment of the Committee, such
change or distribution would significantly dilute the value of the Phantom Units
to the Participants hereunder, then the Committee may make appropriate
adjustments in the maximum number of Phantom Units deliverable under the Plan
and may make appropriate adjustments to each outstanding Phantom Unit. The
adjustments determined by the Committee shall be final, binding and conclusive.

         8. No Fractional Units. The Company will not be required to deliver any
fractional Units pursuant to this Plan. The Committee, in its discretion, may
provide for the elimination of fractions or for the settlement of fractions in
cash.

         9. Withholding of Taxes. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any grant or
payment made to a Participant or any other person under this Plan, or is
requested by a Participant to withhold additional amounts with respect to such
taxes, it will be a condition to the receipt of such payment that the
Participant or such other person make arrangements satisfactory to the Company
for the payment of balance of the such taxes required or requested to be
withheld, which arrangements in the discretion the Committee may include the
relinquishment of a portion of each person's vested Phantom Units.

         10. Rule 16b-3. It is intended that the Plan and any Phantom Unit grant
to a person subject to Section 16 of the Securities and Exchange Act of 1934
meet all of the requirements of Rule 16b-3. If any provision of the Plan or any
such grant would disqualify the Plan or such grant under, or would otherwise not
comply with, Rule 16b-3, such provision or grant shall be construed or deemed
amended to conform to Rule 16b-3.

         11. Investment Representation. Unless the Units subject to the Phantom
Units granted under the Plan have been registered under the Securities Act of
1933, as amended (the "1933 Act"), and (and, in the case of any Participant who
may be deemed an affiliate (for securities law purposes) of the Company or
Partnership, such Units have been registered under the 1933 Act for resale by
such Participant, (or the Partnership has determined that an exemption from
registration is available), the Company may require prior to and as a condition
of the delivery of any Units that the person vesting under a Phantom Unit
hereunder furnish the Company with a written representation in a form prescribed
by the Committee to the effect that such person is acquiring said Units solely


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with a view to investment for his or her own account and not with a view to the
resale or distribution of all or any part thereof, and that such person will not
dispose of any of such Units otherwise than in accordance with the provisions of
Rule 144 under the 1933 Act unless and until either the Units are registered
under the 1933 Act or the Company is satisfied that an exemption from such
registration is available.

         12. Compliance with Securities Laws. Notwithstanding anything herein or
in any other agreement to the contrary, the Partnership shall not be obligated
to sell or issue any Units to the Company under the Plan unless and until the
Partnership is satisfied that such sale or issuance complies with (i) all
applicable requirements of the securities exchange on which the Units are traded
(or the governing body of the principal market in which such Units are traded,
if such Units are not then listed on an exchange), (ii) all applicable
provisions of the 1933 Act, and (iii) all other laws or regulations by which the
Partnership is bound or to which the Partnership is subject. The Company
acknowledges that, as the general partner of the Partnership, it is an affiliate
of the Partnership under securities laws and it shall comply with such laws and
obligations of the Partnership relating thereto as if they were directly
applicable to the Company.

         13. Administration of the Plan. (a) This Plan will be administered by a
Committee, which at all times will consist entirely of not less than three
directors appointed by the Board, each of whom will be a "disinterested person"
within the meaning of Rule 16b-3. A majority of the Committee will constitute a
quorum, and the action of the members the Committee present at any meeting at
which a quorum is present, or acts unanimously approved in writing, will be the
acts of the Committee.

         (b) Subject to the terms of the Plan and applicable law, the Committee
shall have the sole power, authority and discretion to: (i) designate the
Employees who are to be participants; (ii) determine the number of Phantom Units
to be granted to an Employee; (iii) determine the terms and conditions of any
grant of Phantom Units to an Employee; (iv) interpret, construe and administer
the Plan and any instrument or agreement relating to Phantom Units granted under
the Plan; (v) establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; (vi) make a determination as to the right of any person to receive
payment of (or with respect to) Phantom Units; and (vii) make any other
determinations and take any other actions that the Committee deems necessary or
desirable for the administration of the Plan.

         (c) The Committee may correct any defect, supply any omission, or
reconcile any inconsistency in the Plan or any Phantom Unit grant in the manner
and to the extent it shall deem desirable in the establishment or administration
of the Plan.

         14. Amendments, Termination, Etc. (a) This Plan may be amended from
time to time by the Board; provided, however, during the Subordination Period
(the time prior to conversion of the Partnership's Subordinated Units into
Units), no amendment will be made without the approval of a majority of the
Unitholders that would (i) increase the total number of Units available for
grants under the Plan; (ii) change the class of individuals eligible to receive
grants; (iii) extend the maximum period during which Phantom Units may be
granted under the Plan; (iv) materially increase the cost of the Plan to the
Partnership; or (v) result in this Plan no longer satisfying the


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requirements of Rule 16b-3. Further, the provisions of Paragraph 5 may not be
amended more than once every six months other than to comport with changes in
the Internal Revenue Code, the Employee Retirement Income Security Act of 174,
as amended, or the rule thereunder.

         (b) This Plan will not confer upon any Participant any right with
respect to continuance of employment or other service with the Company, any
Subsidiary or Affiliate or the Partnership, nor will it interfere in any way
with any right to Company, Subsidiary, any Affiliate or the Partnership would
otherwise have to terminate such Participant's employment or other service at
any time.

         (c) No grants may be made under the Plan following the 10th anniversary
of its original effective date; however, the Board in its discretion may
terminate the Plan at any earlier time with respect to any Units for which a
grant has not theretofore been made.

         15. Governing Law. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with applicable Federal law, and to the extent not preempted thereby,
with the laws of the State of Delaware.

         16. Replacement. This Plan is an amendment and restatement and
replacement of the Heritage Holdings, Inc. Restricted Unit Plan which is hereby
replaced in its entirety as approved as of the 10th day of August, 2000, but
effective as of the date specified in the initial paragraph of this Plan.



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