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                                 COAST ENERGY GROUP
                           STOCK APPRECIATION RIGHTS PLAN

          This Stock Appreciation Rights Plan (this "PLAN") dated March 23,
1999, amends and restates the Coast Energy Group, Inc. Stock Appreciation
Plan dated May 14, 1996, and is hereby adopted by Coast Energy Group (the
"Company"), a division of Cornerstone Propane, L.P.  This amended and
restated Plan applies both to SARs granted under the original Plan and those
granted under this amended and restated Plan.

          The Company desires to provide a long-term cash incentive program
for certain of its key employees to remain in the service of the Company.

          Accordingly, the Company has adopted this Plan, as follows:

     1.   DEFINITIONS.  The following definitions apply to this Plan:

          ACCELERATION EVENT - any of the following:

               (a) the sale by the Company to the general public of shares
     of Common Stock, or limited partnership interests representing an
     equity interest in the Company's business, pursuant to a registration
     statement filed and declared effective under the Securities Act of
     1933, as amended, in which the Company or the issuer of limited
     partnership interests receives net proceeds of at least $50 million (a
     "PUBLIC OFFERING").

               (b) a Sale, other than a Sale in which a majority of the
     Senior Officers of the Company immediately prior to the consummation
     thereof receive and accept, immediately after the consummation
     thereof, equity interests in the surviving or acquiring Person,
     whether such equity interests are represented by stock, partnership
     interests, limited liability company interests or other equity
     interests, or by options or other rights to acquire any of the
     foregoing, and whether or not such interests are subject to vesting or
     any similar restriction or limitation.  The surviving or acquiring
     Person in a Sale which does not constitute an Acceleration Event is
     herein called a "CONTINUING BUYER."  Following a Sale which does not
     constitute an Acceleration Event, all references herein to "Company"
     shall instead refer to the Continuing Buyer.  "SENIOR OFFICERS" means
     the Chief Executive Officer, President and any Executive Vice
     President.

               (c)  any termination by the Company of the Holder's
     Employment, other than (i) for Cause or (ii) as part of a reduction in
     force approved by the Board of Directors or (iii) on account of the
     Holder's death or disability.

               (d) any termination by the Holder of his or her Employment
     within 60 days after any significant reduction made by the Company in
     the Holder's

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     responsibilities or authority, other than in connection with a reduction
     in force approved by the Board of Directors, without the Holder's consent.

          APPRECIATION AMOUNT - the excess, if any, of the SAR Unit Valuation
over the per unit Base SAR Value for Vested SARs at the time of the Triggering
Event.

          BASE COMPANY VALUE - $6,000,000, which is the product of
5,000,000 shares of Outstanding Common Stock Equivalents on the date of this
Plan (other than outstanding SARs) times a per-share value of $1.20.

          BASE SAR VALUE - The value of the Initial SAR Grant Price if issued
after June 30, 1998, and zero if issued before such date.

          BOARD OF DIRECTORS - the Board of Directors of the Company or any
properly constituted committee thereof.

          CAUSE - the occurrence of any of the following events:
(a) substantial failure to satisfactorily perform the material responsibilities
of the Holder's position; (b) conviction of a felony (other than a misdemeanor
or traffic-related offense) punishable by imprisonment; (c) continuing
intoxication or other physical impairment by means of alcohol, drugs or
otherwise during working hours; (d) theft or misappropriation of property or
funds of the Company; or (e) material acts of dishonesty, gross carelessness or
gross misconduct in the performance of the Holder's duties.

          COMPANY - see the introduction hereto.

          DATE OF AWARD - the date stated in the Notice of Award.

          EMPLOYMENT - employment on a substantially full-time basis by the
Company or any Subsidiary of the Company.

          GAAP - generally accepted accounting principles.

          HOLDER - an individual to whom an SAR was awarded pursuant to this
Plan.

          INITIAL SAR GRANT PRICE - the SAR Unit Valuation as of the end of the
Company's fiscal year in which the Date of Award falls, but based upon that
year's (rather than the trailing three years' average) consolidated earnings
before interest, taxes, depreciation and amortization determined in accordance
with GAAP.  For example, if the Date of Award is December 31, 1999 the Initial
SAR Grant Price would be based on the year ended June 30, 2000.

          NOTICE OF AWARD  - a notice in the form of Attachment 1 hereto, duly
completed and signed on behalf of the Company.

          OUTSTANDING COMMON STOCK EQUIVALENTS - for purposes of this Plan, the
Outstanding Common Stock Equivalents will be deemed to be 5,000,000 shares, plus
the number of Outstanding SARs awarded under the Plan.

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          OUTSTANDING SARS - all SARs issued under this Plan prior to the date
of determination, less all SARs to which any Triggering Event occurring prior to
the date of determination applied.

          PERSON - an individual or a corporation, partnership, limited
liability company, trust or any other entity of any kind.

          SALE - (a) the consummation of any merger, combination, consolidation
or similar business transaction involving the Company  in which the holders of a
majority of the Outstanding Common Stock immediately prior to consummation of
such transaction (or their affiliates) do not have a majority equity interest,
individually or collectively, directly or indirectly ("CONTROL"), in the
surviving person in such transaction immediately after consummation of such
transaction; (b) the consummation of any sale or transfer of all or
substantially all of the Company's assets to an acquiring person in which the
holders of a majority of the Outstanding Common Stock immediately prior to such
sale or transfer (or their affiliates) do not have Control of the acquiring
person, individually or collectively, immediately after such sale or transfer;
(c) the consummation of any sale (other than in connection with a Public
Offering) of a majority of the Outstanding Common Stock immediately prior to
such sale to an acquiring person in which the holders of a majority of the
Outstanding Common Stock immediately prior to such sale (or their affiliates) do
not have Control of the acquiring person, individually or collectively,
immediately after such sale.

          SAR - a unit of contingent cash consideration granted pursuant to this
Plan which entitles the holder thereof to receive, upon certain events in
accordance with the terms of this Plan, the Appreciation Amount as provided in
this Plan.

          SAR UNIT VALUATION - the result of dividing

               (i) the sum of (a) 3 times the Company's average consolidated
     earnings before interest, taxes, depreciation and amortization, all as
     determined in accordance with GAAP, for the three most recent fiscal years
     completed before the Trigger Date in question, MINUS (b) the aggregate
     principal amount, determined in accordance with GAAP, of the consolidated
     liabilities of Cornerstone Propane, L.P. at the end of the most recent
     fiscal year for borrowed money, capitalized leases and the financing of the
     acquisition of property or services over an original term of 1 year or
     more, which borrowed money, capitalized leases and financing relates
     primarily to the Company, MINUS (c) the aggregate amount theretofore paid
     by the Company pursuant to this Plan by

               (ii) the Outstanding Common Stock Equivalents.

          SUBSIDIARY - a Person which is a subsidiary under GAAP.

     TRIGGERING EVENT - the first of the following to occur:

               (a) a Public Offering, which will apply to all Outstanding
     SARs as of the consummation thereof,

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               (b)  the Holder's Employment ends for any reason, and
     whether or not it constitutes an Acceleration Event, which will apply
     to all Outstanding SARs then held by the Holder,

               (c) if the Board of Directors elects, in its sole
     discretion, to treat it as a Triggering Event, the consummation of a
     Sale of the Company, which will apply to all Outstanding SARs at the
     time of such consummation.  In the event the Board of Directors elects
     to treat the consummation of a Sale as a Triggering Event, it shall
     also constitute an Acceleration Event.

     VESTED SARS - the applicable percentage stated below of all SARs
theretofore awarded to a Holder:


                                                                  APPLICABLE
   VESTING SCHEDULE                                               PERCENTAGE

   Prior to 1st anniversary of Date of Award                      0%

   On or after 1st anniversary, but prior to 2nd                  0%
   anniversary, of Date of Award

   On or after 2nd anniversary, but prior to 3rd                  0%
   anniversary, of Date of Award

   On or after 3rd anniversary, but prior to 4th                  33.3%
   anniversary, of Date of Award

   On or after 4th anniversary, but prior to 5th                  66.6%
   anniversary, of Date of Award

   On or after 5th anniversary of Date of Award                   100%


provided, however, that if an Acceleration Event has occurred before the
Triggering Event, or if the Triggering Event is an Acceleration Event, the
applicable percentage will be 100%.

          2.   AUTHORIZED SARS; GRANT.  Up to 5,000,000 SARs may be awarded, at
the sole discretion of the Board of Directors, under this Plan.  The award of
SARs will be evidenced solely by the delivery of a Notice of Award.  The CFO of
Cornerstone shall keep a record of all SARs awarded.  No Person will have any
rights or claims under or relating to this Plan or any SAR unless and until a
Notice of Award has been delivered.

          3.   OCCURRENCE OF A TRIGGERING EVENT.  Within 30 days after a
Triggering Event, the Company shall give notice thereof to the Holder(s) of SARs
to which the Triggering Event applies (the "TRIGGERING NOTICE").  Within 90 days
after the Triggering Notice, the Company will pay the Holder(s) of SARs to which
the Triggering Event applies, for each Vested SAR, the Appreciation Amount.  The
payment shall be made in the form of cash.

          4.   GRANTING OF AWARDS

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Awards for employee will be recommended annually to the BOD.  Recommendation
will be presented to the BOD of each year to be approved by August 31 of each
year.

          5.   REDEMPTION OF AWARDS/TERMINATING EMPLOYEES

Vested awards can be redeemed at the option of the Holder annually in accordance
with this Section 5.  Holders will be provided with an annual SAR Unit Valuation
within 60 days after the end of the fiscal year.  Vested awards can be redeemed
each year only in blocks of at least 100 units and only by giving written notice
of exercise within 90 days after the end of such fiscal year.

Terminating employees will receive a distribution of the Appreciation Amount for
vested SAR awards 60 days after their date of termination.

          6.   TAXES; STATUS OF HOLDERS; UNFUNDED AND UNSECURED.

          (a)  Any taxes payable in connection with the SARs shall be the
responsibility of the Holders.  All payments to the Holders of SARs shall be
subject to the withholding and payment of applicable payroll, withholding and
other taxes.

          (b)  The Holders shall not have any interest in any fund or specific
assets of the Company by reason of this Plan.  Nothing contained herein shall
require the Company to segregate any monies from its general funds, to create
any trusts or to make any special deposits in connection with any of its
obligations hereunder.  No Holder will have any rights of a shareholder on
account of any SARs held by him or her.

          (c)  All amounts payable to Holders under this Plan shall be paid from
the general funds of the Company, and no Holder shall be more than an unsecured
general creditor of the Company with no special or prior right to any assets of
the Company for payment of any obligations hereunder.  Nothing contained in this
Agreement shall be deemed to create a trust of any kind for the benefit of any
Holder, or create any fiduciary relationship between the Company and any Holder.

          7.   TRANSFERS, ETC.  SARs shall not be transferable by the Holders
except by will or by the laws of descent and distribution.  During the lifetime
of the Holders, SARs granted hereunder shall be exercisable only by the Holders.

          8.   HEIRS, ETC.  This Plan shall be binding on the Holders and his
heirs and personal representatives, and on the Company and its successors and
assigns.

          9.   COUNTERPARTS.  This Plan may be executed in two or more
counterparts, any one of which shall be deemed an original without reference to
the others.

          10.  EMPLOYMENT.  This Plan is not, and shall not be construed as, an
employment agreement for the benefit of the Holders.  The granting of SARs
hereunder shall not affect the Holder's status as an "at will" employee of the
Company or a Subsidiary thereof.

          11.  NOTICES.  Notices given hereunder shall be in writing and
delivered either in person or by registered mail, return receipt requested, and
shall be deemed given on the third

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day after being personally delivered or mailed, as the case may be.  Notices
shall be given to the parties at the addresses set forth below their
respective signatures.

          12.  BOARD OF DIRECTORS.  The Board of Directors shall have the right
to determine all questions relating to the interpretation and enforcement of
this Agreement, and its determination will be final and binding on all Holders.
This Plan is subject to amendment and termination at any time at the sole
discretion of the Board of Directors, provided that no amendment or termination
of the Plan will materially adversely affect the rights of any Holder of an
Outstanding SAR at the time of such amendment or termination.

          13.  GOVERNING LAW.  This Plan shall be a contract made under,
governed by and construed under, the laws of the state of Delaware, without
regard to its conflict of laws rules.

          14.  ARBITRATION.  Any dispute arising under or relating to this Plan
which is not determined by the Board of Directors shall be determined
exclusively by arbitration before a single arbitrator in Los Angeles,
California.  If the parties to the dispute cannot agree on the arbitrator within
15 days of demand for arbitration, he or she will be selected by the President
of the Los Angeles chapter of the American Arbitration Association.  Each party
to the dispute will bear his, her or its own expenses, including without
limitation the fees and expenses of its, his or her own counsel.  The fees and
expenses of the arbitrator will be borne equally by all parties to the dispute.

          15.  MISCELLANEOUS.  The section headings contained in this Plan are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Plan.  This Plan embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein.  Neither the Plan nor any SAR may be modified orally, but only by a
writing subscribed by the party charged therewith.  There are no restrictions,
promises, representations, warranties, covenants or undertakings, other than
those expressly set forth or referred to herein.  This Plan supersedes all prior
agreements and understandings (whether oral or written) between the parties with
respect to such subject matter.  Wherever possible, each provision of this Plan
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Plan shall be prohibited by or
declared invalid under applicable law, such provision shall be void and of no
effect and the remaining provisions of this Plan shall remain in full force and
effect.

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                                                                 ATTACHMENT 1
                                  NOTICE OF AWARD
                                       UNDER
                                 COAST ENERGY GROUP
                           STOCK APPRECIATION RIGHTS PLAN

     This Notice of Award confirms the award of the number of SARs stated below
to the person, and on the date, stated below, under the Stock Appreciation
Rights Plan (the "PLAN") dated March 23, 1999 (and possibly to be amended and
from time to time hereafter in accordance with its terms), which amends and
replaces the Coast Energy Group Stock Appreciation Rights Plan dated May 14,
1996 of Coast Energy Group, a Delaware corporation (the "COMPANY").

     This Notice of Award, and the SARs awarded hereby, are subject to all the
terms and conditions of the Plan, as it is in effect from time to time.
Possession of this Notice of Award does not evidence any title to or interest in
SARs.  During the lifetime of the Awardee, all SARs can be exercised only by the
Awardee.

     By his or her acceptance hereof, the Holder hereby acknowledges the receipt
of the Plan as currently in effect and that the SARs granted hereunder have no
independent value and are governed in full by the Plan.

     1.  Name of Awardee:

     2.  Number of SARs Awarded:

     3.  Date of Award:                      [DATE]

     4.  Initial SAR Grant Price as of:      [DATE]

     IN WITNESS WHEREOF, the Company has executed this Notice of Award,
effective on the Date of Award stated above.

COAST ENERGY GROUP




By                                    By
   -----------------------------         -----------------------------
     Keith G. Baxter                       Vincent J. Di Cosimo
     Chief Executive Officer               Chief Operating Officer


Awardee acknowledges receipt and acceptance of the amended and restated Plan
dated March 23, 1999.

                                         -------------------------------
                                             Name