Exhibit 10.1







Exhibit 10.1




AMERIGAS PROPANE, INC.




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




As amended and restated effective January 1, 2009






 


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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
		 	 	 	 	Page	 
	 	 	 	 	 	 	 	 	 
	ARTICLE I
	 	STATEMENT OF PURPOSE	 	 	2	 
	 	 	 	 	 	 	 	 	 
	ARTICLE II
	 	DEFINITIONS	 	 	2	 
	 	 	 	 	 	 	 	 	 
	ARTICLE III
	 	PARTICIPATION AND VESTING	 	 	4	 
	 	 	 	 	 	 	 	 	 
	ARTICLE IV
	 	BENEFITS	 	 	4	 
	 	 	 	 	 	 	 	 	 
	ARTICLE V
	 	FORM AND TIMING OF BENEFIT DISTRIBUTION	 	 	6	 
	 	 	 	 	 	 	 	 	 
	ARTICLE VI
	 	FUNDING OF BENEFITS	 	 	7	 
	 	 	 	 	 	 	 	 	 
	ARTICLE VII
	 	THE COMMITTEE	 	 	7	 
	 	 	 	 	 	 	 	 	 
	ARTICLE VIII
	 	AMENDMENT AND TERMINATION	 	 	9	 
	 	 	 	 	 	 	 	 	 
	ARTICLE IX
	 	CLAIMS PROCEDURES	 	 	9	 
	 	 	 	 	 	 	 	 	 
	ARTICLE X
	 	MISCELLANEOUS PROVISIONS	 	 	10	 











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ARTICLE I




STATEMENT OF PURPOSE




The purpose of the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan (the “AGP SERP”) is to provide a
fair and competitive level of retirement benefits to certain management and other highly compensated employees and
thereby to attract and retain the highest quality executives to AmeriGas Propane, Inc. To address these purposes,
certain employees of AmeriGas Propane, Inc. (those designated as “Participants”) will be provided with supplemental
retirement benefits. The AGP SERP is now being amended and restated to allow Participants to defer their benefit under
the AGP SERP to the UGI Corporation 2009 Deferral Plan. This amendment and restatement of the AGP SERP shall be
effective as of January 1, 2009, except as otherwise indicated.



ARTICLE II




DEFINITIONS




Sec. 2.01 “Administrative Committee” shall mean the administrative committee designated pursuant to Article VII to
administer the AGP SERP in accordance with its terms.



Sec. 2.02 “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.



Sec. 2.03 “AGP” shall mean AmeriGas Propane, Inc.



Sec. 2.04 “AGP 401(k) Plan” shall mean the AmeriGas Propane, Inc. 401(k) Savings Plan.



Sec. 2.05 “AGP SERP” shall mean the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan as set forth
herein and as the same may be hereafter amended.



Sec. 2.06 “Beneficiary” shall mean the person designated by a Participant to receive any benefits payable after
the Participant’s death. AGP shall provide a form for this purpose. In the event a Participant has not filed a
Beneficiary designation with AGP or none of the designated Beneficiaries are living at the date of the Participant’s
death, the Beneficiary shall be the Participant’s estate.



Sec. 2.07 “Board” shall mean the Board of Directors of AGP.



Sec. 2.08 “Code” shall mean the Internal Revenue Code of 1986, as amended.



Sec. 2.09 “Compensation/Pension Committee” shall mean the Compensation/Pension Committee of the Board or such
other committee designated by the Board of AGP to perform certain functions with respect to the AGP SERP.


 


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Sec. 2.10 “Compensation” shall mean a Participant’s actual base salary earned from AGP and its Subsidiaries, plus
the amount of annual bonus payable under the applicable bonus or severance plan, in each Plan Year. Compensation shall
include any such salary and bonus that that would be payable to the Employee except for an election by the Employee to
have such compensation deferred under any qualified savings plan, non-qualified deferred compensation plan, or section
125 plan, of AGP or a Subsidiary. Compensation shall be prorated for any Plan Year during which the Employee ceases to
be a Participant and remains an employee of AGP or a Subsidiary or Affiliate.



Sec. 2.11 “Deferral Plan” shall mean the UGI Corporation 2009 Deferral Plan.



Sec. 2.12 “Effective Date” of the AGP SERP shall mean October 1, 1996. The effective date of the amended restated
AGP SERP shall mean January 1, 2009, except as otherwise indicated.



Sec. 2.13 “Employee” shall mean any person in the employ of AGP or any AGP Subsidiary other than a person (i)
whose terms and conditions of employment are determined through collective bargaining with a third party or (ii) who is
characterized as an independent contractor by AGP, no matter how characterized by a court or government agency. No
retroactive characterization of an individual’s status for any other purpose shall make an individual an “Employee” for
purposes hereof unless specifically determined otherwise by AGP for the purposes of this AGP SERP.



Sec. 2.14 “Employment Commencement Date” shall mean the first day on which a Participant became an employee of
AGP, any Subsidiary or Affiliate of AGP, or any entity whose business or assets have been acquired by AGP, its
Subsidiary or Affiliate or by any predecessor of such entities. If any interruption of employment occurred after the
date described in the preceding sentence, the “Employment Commencement Date” after reemployment shall be the first day
on which the Participant became an employee as described in the preceding sentence after the most recent such
interruption of the employment relationship between the Participant and AGP or any of its Subsidiaries or Affiliates,
unless the Administrative Committee determines otherwise.



Sec. 2.15 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.



Sec. 2.16 “Key Employee” shall mean an employee who, at any time during the 12-month period ending on the
identification date, is a “specified employee” under section 409A of the Code, as determined by the Compensation and
Management Development Committee of the Board of Directors of UGI Corporation or its delegate. The determination of
Key Employees, including the number and identity of persons considered specified employees and the identification date,
shall be made by such Committee or its delegate in accordance with the provisions of sections 416(i) and 409A of the
Code and the regulations issued thereunder.



Sec. 2.17 “Matching Contribution” shall have the meaning given that term under the AGP 401(k) Plan.



Sec. 2.18 “Participant” shall mean each Employee who meets the requirements of Section 3.01 hereof.



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Sec. 2.19 “Plan Year” shall mean a fiscal year beginning October 1 and ending September 30.



Sec. 2.20 “Postponement Period” shall mean, for a Key Employee, the period of six months after separation from
service (or such other period as may be required by Section 409A of the Code) during which AGP SERP benefits may not be
paid to the Key Employee under section 409A of the Code.



Sec. 2.21 “Subsidiary” shall mean any corporation in which AGP, directly or indirectly, owns at least a 50%
interest or an unincorporated entity of which AGP, directly or indirectly, owns at least 50% of the profits or capital
interests.



Sec. 2.22 “Termination for Cause” shall mean termination of employment by reason of misappropriation of funds,
habitual insobriety, substance abuse, conviction of a crime involving moral turpitude, or gross negligence in the
performance of duties, which gross negligence has had a material gross adverse effect on the business, operations,
assets, properties or financial condition of AGP, AmeriGas Partners, L.P., AmeriGas Propane, L.P., or their
Subsidiaries and Affiliates, taken as a whole.



ARTICLE III




PARTICIPATION AND VESTING




Sec. 3.01 Participation. Each Employee of AGP or an AGP Subsidiary who was a Participant in this AGP SERP
on December 31, 2008 shall continue to be a Participant on January 1, 2009.  On and after January 1, 2009, each newly
hired Employee of AGP or an AGP Subsidiary who becomes employed on a salaried basis at grade level 36 or higher, or
such other level as the Compensation/Pension Committee may designate, shall become a Participant immediately upon his
date of hire.  On and after January 1, 2009, each newly promoted Employee of AGP or an AGP Subsidiary shall become a
Participant as of the first day of the Plan Year following the date on which he or she meets the eligibility
requirements.



Sec. 3.02 Vesting. Benefits under this AGP SERP shall vest on the fifth anniversary of a Participant’s
most recent Employment Commencement Date, if the Participant continues to be employed by AGP and its Affiliates through
the vesting date, unless the Compensation/Pension Committee determines that a Participant’s benefits should vest, in
whole or in part, sooner. A Participant’s benefit under this AGP SERP shall also vest if the Participant’s employment
with AGP and its Subsidiaries and Affiliates terminates on account of death or Total Disability, as determined under
the AGP 401(k) Plan.



ARTICLE IV




BENEFITS




Sec. 4.01 Benefit Credits.



(a) AGP shall establish a bookkeeping account for each Participant. At the end of each Plan Year, AGP shall
credit to the Participant’s account an amount equal to 5% of the Participant’s maximum recognizable Compensation under
section 401(a)(17) of the Code for the calendar year in which the Plan Year begins, and 10% of the Participant’s
Compensation, if any, in excess of such maximum recognizable Compensation under section 401(a)(17) of the Code.



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(b) In addition, effective for amounts forfeited in 2005 and subsequent years, in the event that any portion of
the Matching Contribution allocated to a Participant under the AGP 401(k) Plan with respect to the prior plan year is
forfeited to satisfy the nondiscrimination requirements of section 401(k) or 401(m) of the Code, AGP shall credit to
the Participant’s account under the AGP SERP, in the Plan Year in which the forfeiture occurs, an amount that is equal
to the forfeited Matching Contributions, adjusted for earnings and losses as provided under the AGP 401(k) Plan to the
date forfeited. The allocation with respect to forfeited Matching Contributions shall not exceed the Matching
Contributions that would have been provided under the AGP 401(k) Plan in the absence of any plan-based restrictions
that reflect limits on qualified plan contributions under the Code, in accordance with section 409A of the Code.



Sec. 4.02 Timing of Credits. Amounts shall be credited to a Participant’s account annually within 90 days
after the end of the Plan Year.



Sec. 4.03 Earnings.



(a) For Plan Years ending before October 1, 2007, amounts credited to a Participant’s account shall accrue
interest from the end of the Plan Year as of which they are so credited until the date on which they are paid to the
Participant. Such interest shall be credited annually on the opening balance of a Participant’s account as of each
September 30. The rate of interest shall be equal to the total year-to-date rate of return on the trust portfolio for
the Retirement Income Plan for Employees of UGI Utilities, Inc. (the “RIP”), except that the rate of interest in any
fiscal year may not exceed the rate of return assumed in determining the annual cost of the RIP for that year plus one
percent or be less than zero. The Administrative Committee shall make appropriate adjustments to interest credited
with respect to any amounts that are credited to the AGP SERP during the Plan Year pursuant to Section 4.01 and with
respect to Participants who receive a distribution from the Plan during the Plan Year.



(b) For Plan Years beginning on or after October 1, 2007,



(i) For purposes of measuring the investment returns of a Participant’s account, the Participant may select the
investment funds in which all or part of his account shall be deemed to be invested, from the investment funds
designated by the Administrative Committee.



(ii) A Participant shall make an investment designation by such method as the Administrative Committee determines.
An investment designation shall remain effective until another valid designation has been made by the Participant.
The Participant may amend his investment designation at such time or times as permitted by the Administrative Committee
in its sole discretion, and in accordance with such procedures as may be established by the Administrative Committee.



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(iii) In the absence of any Participant election designating the deemed investment of his account, a Participant
shall be deemed to have elected that his account be invested in the manner selected by the Administrative Committee for
such circumstance.



(iv) Each Participant’s account shall be adjusted periodically to take into account the gains, losses and income
returns of the investment funds selected by the Participant.



Sec. 4.04 Divestiture. Each Participant shall be divested of, and shall immediately forfeit, any benefit
to which the Participant is otherwise entitled under the AGP SERP if the Participant experiences a Termination for
Cause.



ARTICLE V




FORM AND TIMING OF BENEFIT DISTRIBUTION




Sec. 5.01 Form of Benefit Distributions. A Participant’s vested account under the AGP SERP shall be paid
in a lump sum to the Participant upon the Participant’s termination of employment with AGP and its Subsidiaries and
Affiliates for any reason other than Termination for Cause, as described below. In the event of death, the
Participant’s vested account shall be paid in a lump sum to the Participant’s beneficiary designated in writing on a
form filed with the Administrative Committee or its designee or, if there is none, to the Participant’s estate.



Sec. 5.02 Timing of Benefit Distributions. Except as otherwise required by Section 5.03 below, benefits
payable under the AGP SERP shall be paid within 60 days after a Participant’s termination of employment for a reason
other than Termination for Cause.



Sec. 5.03 Key Employees. If required by section 409A of the Code, no benefits shall be paid to a
Participant who is a Key Employee during the Postponement Period. If a Participant is a Key Employee and payment of
benefits under the AGP SERP is required to be delayed for the Postponement Period, the accumulated amounts withheld on
account of section 409A of the Code shall be paid in a lump sum payment within 15 days after the end of the
Postponement Period. If the Participant dies during the Postponement Period prior to the payment of benefits, the
amounts withheld on account of section 409A of the Code shall be paid to the Participant’s beneficiary (as described in
Section 5.01) within 60 days after the Participant’s death.



Sec. 5.04 Deferral Elections. Notwithstanding the foregoing, a Participant may make a one-time,
irrevocable election to elect to have the Participant’s vested account under this AGP SERP credited to the
Participant’s account under the Deferral Plan on the date of the Participant’s separation from service, in lieu of the
payments described in Section 5.01 and 5.02. If the Participant makes a deferral election, the Participant’s vested
account under this AGP SERP will be credited to the Participant’s account under the Deferral Plan at separation from
service and the amount credited to the Deferral Plan shall be distributed in accordance with the provisions of the
Deferral Plan. An election under this Section 5.04 shall be made in writing, on a form and at a time prescribed by the
Administrative Committee and shall be irrevocable upon submission to the Corporate Secretary of UGI Corporation.



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ARTICLE VI




FUNDING OF BENEFITS




Sec. 6.01 Source of Funds. The Board may, but shall not be required to, authorize the establishment of a
rabbi trust for the benefits described herein. In any event, AGP’s obligation hereunder shall constitute a general,
unsecured obligation, payable solely out of its general assets, and no Participant shall have any right to any specific
assets of AGP or any such vehicle.



Sec. 6.02 Participant Contributions. There shall be no contributions made by Participants under the AGP
SERP.



ARTICLE VII




THE COMMITTEE




Sec. 7.01 Appointment and Tenure of Administrative Committee Members. The Administrative Committee shall
consist of one or more persons who shall be appointed by and serve at the pleasure of the Compensation/Pension
Committee. Any Administrative Committee member may resign by delivering his or her written resignation to the
Compensation/Pension Committee. Vacancies arising by the death, resignation or removal of an Administrative Committee
member may be filled by the Compensation/Pension Committee.



Sec. 7.02 Meetings; Majority Rule. Any and all acts of the Administrative Committee taken at a meeting
shall be by a majority of all members of the Administrative Committee. The Administrative Committee may act by vote
taken in a meeting (at which a majority of members shall constitute a quorum). The Administrative Committee may also
act by unanimous consent in writing without the formality of convening a meeting.



Sec. 7.03 Delegation. The Administrative Committee may, by majority decision, delegate to each or any one
of its members, authority to sign any documents on its behalf, or to perform ministerial acts, but no person to whom
such authority is delegated shall perform any act involving the exercise of any discretion without first obtaining the
concurrence of a majority of the members of the Administrative Committee, even though such person alone may sign any
document required by third parties. The Administrative Committee shall elect one of its members to serve as
Chairperson. The Chairperson shall preside at all meetings of the Administrative Committee or shall delegate such
responsibility to another Administrative Committee member. The Administrative Committee shall elect one person to
serve as Secretary to the Administrative Committee. All third parties may rely on any communication signed by the
Secretary, acting as such, as an official communication from the Administrative Committee.



Sec. 7.04 Authority and Responsibility of the Administrative Committee. The Administrative Committee
shall have only such authority and responsibilities as are delegated to it by the Compensation/Pension Committee or
specifically under this AGP SERP. The Administrative Committee shall have full power and express discretionary
authority to administer and interpret the AGP SERP, to make factual determinations and to adopt or amend such rules and
regulations for implementing the AGP SERP and for the conduct of its business as it deems necessary or advisable, in
its sole discretion. The Administrative Committee’s authorities and responsibilities shall also include:



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(a) maintenance and preservation of records relating to Participants, former Participants, and their
beneficiaries;



(b) preparation and distribution to Participants of all information and notices required under federal law or the
provisions of the AGP SERP;



(c) preparation and filing of all governmental reports and other information required under law to be filed or
published;



(d) construction of the provisions of the AGP SERP, to correct defects therein and to supply omissions thereto;



(e) engagement of assistants and professional advisers;



(f) arrangement for bonding, if required by law; and



(g) promulgation of procedures for determination of claims for benefits.



Sec. 7.05 Compensation of Administrative Committee Members. The members of the Administrative Committee
shall serve without compensation for their services as such, but all expenses of the Administrative Committee shall be
paid or reimbursed by AGP.



Sec. 7.06 Committee Discretion. Any discretion, actions or interpretations to be made under the AGP SERP
by the Administrative Committee or by the Compensation/Pension Committee on behalf of AGP shall be made in its sole
discretion, not acting in a fiduciary capacity, need not be uniformly applied to similarly situated individuals, and
shall be final, binding and conclusive upon the parties. All benefits under the AGP SERP shall be provided conditional
upon the Participant’s acknowledgement, in writing or by acceptance of the benefits, that all decisions and
determinations of the Administrative Committee shall be final and binding on the Participant, his or her beneficiaries
and any other person having or claiming an interest under the AGP SERP.



Sec. 7.07 Indemnification of the Committees. Each member of the Administrative Committee and each member
of the Compensation/Pension Committee shall be indemnified by AGP against costs, expenses and liabilities (other than
amounts paid in settlement to which AGP does not consent) reasonably incurred by the member in connection with any
action to which the member may be a party by reason of the member’s service on the applicable Committee, except in
relation to matters as to which the member shall be adjudged in such action to be personally guilty of gross negligence
or willful misconduct in the performance of the member’s duties. The foregoing right to indemnification shall be in
addition to such other rights as the Administrative Committee member or the Compensation/Pension Committee member may
enjoy as a matter of law or by reason of insurance coverage of any kind, but shall not extend to costs, expenses and/or
liabilities otherwise covered by insurance or that would be so covered by any insurance then in force if such insurance
contained a waiver of subrogation. Rights granted hereunder shall be in addition to and not in lieu of any rights to
indemnification to which the Administrative Committee member or the Compensation/Pension Committee member may be
entitled pursuant to the by-laws of AGP. Service on the Administrative Committee or the Compensation/Pension Committee
shall be deemed in partial fulfillment of the applicable Committee member’s function as an employee, officer, or
director of AGP, if the Committee member also serves in that capacity.



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ARTICLE VIII




AMENDMENT AND TERMINATION




Sec. 8.01 Amendment. The provisions of the AGP SERP may be amended at any time and from time to time by a
resolution of the Board; provided, however, that no such amendment shall serve to reduce the benefit that has accrued
on behalf of a Participant as of the effective date of the amendment, and, provided further, however, that the
Compensation/Pension Committee may make such amendments as are necessary to keep the AGP SERP in compliance with
applicable law and minor amendments which do not materially affect the rights of the Participants or significantly
increase the cost to AGP, AmeriGas Partners, L.P. or AmeriGas Propane, L.P.



Sec. 8.02 AGP SERP Termination. While it is AGP’s intention to continue the AGP SERP indefinitely in
operation, the right is, nevertheless, reserved to terminate the AGP SERP in whole or in part at any time for any
reason without either the consent of or prior notice to any Participant. No such termination shall reduce the benefit
that has accrued on behalf of a Participant as of the effective date of the termination, but AGP may immediately
distribute all accrued benefits upon termination of the AGP SERP in accordance with section 409A of the Code.



ARTICLE IX




CLAIMS PROCEDURES




Sec. 9.01 Claim. Any person or entity claiming a benefit, requesting an interpretation or ruling under
the AGP SERP (hereinafter referred to as “claimant”), or requesting information under the AGP SERP shall present the
request in writing to the Administrative Committee, which shall respond in writing or electronically. The notice
advising of the denial shall be furnished to the claimant within 90 days of receipt of the benefit claim by the
Administrative Committee, unless special circumstances require an extension of time to process the claim. If an
extension is required, the Administrative Committee shall provide notice of the extension prior to the termination of
the 90 day period. In no event may the extension exceed a total of 180 days from the date of the original receipt of
the claim.



Sec. 9.02 Denial of Claim. If the claim or request is denied, the written or electronic notice of denial
shall state:



(a) The reason(s) for denial;



(b) Reference to the specific AGP SERP provisions on which the denial is based;



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(c) A description of any additional material or information required and an explanation of why it is necessary;
and



(d) An explanation of the AGP SERP’s claims review procedures and the time limits applicable to such procedures,
including the right to bring a civil action under section 502(a) of ERISA.



Sec. 9.03 Final Decision. The decision on review shall normally be made within 60 days after the
Administrative Committee’s receipt of claimant’s claim or request. If an extension of time is required for a hearing
or other special circumstances, the claimant shall be notified and the time limit shall be 120 days. The decision shall
be in writing or in electronic form and shall:



(a) State the specific reason(s) for the denial;



(b) Reference the relevant AGP SERP provisions;



(c) State that the claimant is entitled to receive, upon request and free of charge, and have reasonable access to
and copies of all documents, records and other information relevant to the claim for benefits; and



(d) State that the claimant may bring an action under section 502(a) of ERISA.



All decisions on review shall be final and bind all parties concerned.



Sec. 9.04 Review of Claim. Any claimant whose claim or request is denied or who has not received a
response within 60 days may request a review by notice given in writing or electronic form to the Administrative
Committee. Such request must be made within 60 days after receipt by the claimant of the written or electronic notice
of denial, or in the event the claimant has not received a response, 60 days after receipt by the Administrative
Committee of the claimant’s claim or request. The claim or request shall be reviewed by the Administrative Committee
which may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have
representation, examine pertinent documents, and submit issues and comments in writing.



ARTICLE X




MISCELLANEOUS PROVISIONS




Sec. 10.01 Nonalienation of Benefits. None of the payments, benefits or rights of any Participant under
the AGP SERP shall be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law,
all such payments, benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other
legal or equitable process available to any creditor of such Participant. No Participant shall have the right to
alienate, anticipate commute, pledge, encumber or assign any of the benefits or payments which he or she may expect to
receive, contingently or otherwise, under the AGP SERP, except any right to designate a beneficiary or beneficiaries in
connection with any form of benefit payment providing benefits after the Participant’s death.



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Sec. 10.02 No Contract of Employment. Neither the establishment of the AGP SERP, nor any modification
thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving
any Participant or Employee, or any person whomsoever, the right to be retained in the service of AGP, and all
Participants and other Employees shall remain subject to discharge to the same extent as if the AGP SERP had never been
adopted.



Sec. 10.03 Severability of Provisions. If any provision of the AGP SERP shall be held invalid or
unenforceable, such validity or unenforceability shall not affect any other provisions hereof, and the AGP SERP shall
be construed and enforced as if such provision had not been included.



Sec. 10.04 Heirs, Assigns and Personal Representatives. The AGP SERP shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties, including each Participant, present and future.



Sec. 10.05 Headings and Captions. The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the AGP SERP, and shall not be employed in the construction of the
AGP SERP.



Sec. 10.06 Gender and Number. Except where otherwise clearly indicated by context, the masculine and the
neuter shall include the feminine and the neuter, the singular shall include the plural, and vice-versa.



Sec. 10.07 Controlling Law. The AGP SERP shall be construed and enforced according to the laws of the
Commonwealth of Pennsylvania to the extent not preempted by federal law, which shall otherwise control, and exclusive
of any Pennsylvania choice of law provisions.



Sec. 10.08 Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to
the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully
discharge AGP, the Board, the Administrative Committee, the Compensation/Pension Committee and all other parties with
respect thereto.



Sec. 10.09 Lost Payees. A benefit (including accrued interest) shall be deemed forfeited if the Board or
the Administrative Committee is unable to locate a Participant to whom payment is due; provided, however, that such
benefit shall be reinstated if a claim is made by the proper payee for the forfeited benefit.



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Sec. 10.10 Reliance on Data and Consents. AGP, the Board, the Compensation/Pension Committee, the
Administrative Committee, all fiduciaries with respect to the AGP SERP, and all other persons or entities associated
with the operation of the AGP SERP, and the provision of benefits thereunder, may reasonably rely on the truth,
accuracy and completeness of all data provided by the Participant, including, without limitation, data with respect to
age, health and marital status. Furthermore, AGP, the Board, the Compensation/Pension Committee, the Administrative
Committee and all fiduciaries with respect to the AGP SERP may reasonably rely on all consents, elections and
designations filed with the AGP SERP or those associated with the operation of the AGP SERP by any Participant, or the
representatives of any such person without duty to inquire into the genuineness of any such consent, election or
designation. None of the aforementioned persons or entities associated with the operation of the AGP SERP or the
benefits provided under the AGP SERP shall have any duty to inquire into any such data, and all may rely on such data
being current to the date of reference, it being the duty of the Participants to advise the appropriate parties of any
change in such data.



Sec. 10.11 Taxation. The AGP SERP is intended to comply with the requirements of section 409A of the
Code. Notwithstanding anything in the AGP SERP to the contrary, allocations to the AGP SERP shall be made consistent
with section 409A, and distributions may only be made under the AGP SERP upon an event and in a manner permitted by
section 409A of the Code. All payments under the AGP SERP shall be subject to applicable tax withholding.
Distributions upon termination of employment shall only be made upon the Participant’s “separation from service” under
section 409A of the Code, and in no event may a Participant designate the calendar year of a payment.



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