Exhibit 10.20





Exhibit 10.20




Group supplementary retirement systems for which executives in the

ANTARGAZ Company are eligible



Reminder: the Antargaz company offers:





	 	•	 	A group retirement scheme with benefits defined as ‘additive’ (referred to as “article
39”), implemented for management-grade employees with an 880 rating from the French oil
industry collective labour agreement (CCN) and for members of the management board, for
which eligibility is contingent on completion of the beneficiary’s career within the
company by means of a unilateral decision dated 17 August 2009

	 
	 	•	 	A group compulsory retirement scheme with pre-defined contributions (referred to as
“article 83”) implemented for all staff members and formalised by a group agreement dated
10 July 2009, supplemented for executive management employees (as defined by the duration
of work [article L. 3111-2 of the French Labour code]) by a unilateral decision dated 17
August 2009.







Insofar as company officer executives are equated with executives of the Antargaz company for
all the additional factors in compensation and company benefits, they are also eligible for
this type of benefit under the same conditions.


This is why the Board of Directors is requested to allow Mr Varagne, chairman and chief executive
of the Antargaz company, to be eligible for the group retirement scheme with benefits defined as
additive (“article 39”) and for the group compulsory retirement system with defined contributions
(“article 83”) under the same conditions as those obtaining for management-grade employees in the
category with which he is equated.



The main technical and financial characteristics of currently applicable scheme are as follows:





I. Retirement system with defined benefits (“Article 39”)




I.1. Characteristics of the system and calculation of potential entitlements



The system in effect is a retirement scheme with pre-defined, additive benefits. It is a group and
random system implemented for Antargaz managers with an 880 rating from the French oil industry
collective labour agreement for members of the management board meeting the conditions stipulated
herein under:





	 	•	 	The executive must have five years’ seniority in Antargaz group companies and/or in
its parent company, UGI

	 
	 	•	 	The executive must be aged at least 65 (or 62 against a 1% discount per year prior to
the age of 65)

	 
	 	•	 	The executive must have liquidated his or her basic compulsory social security
retirement scheme

	 
	 	•	 	The executive must have ended his or her career in full within the company. This condition
may be met when the person in question is considered a staff member at the retirement date
subject to specific exemption cases authorised by the administration and stipulated in the
regulations.





 


 









 





The purpose of the scheme is to provide beneficiaries with a supplementary retirement benefit
calculated against their compensation package (base salary + bonuses excluding non-recurring
variable remuneration packages equal to the average of the last thirty-six months prior to
retiring), taken into account for the proportion exceeding six times the annual social security
ceiling and their seniority within companies belonging to the Antargaz group and/or its parent
company, UGI. Accordingly, insofar as they meet the conditions stated above, beneficiaries receive
under the terms of the regulations an additional annual retirement pension equal to 2.25% of the
benchmark compensation for each year of seniority, given that:





	 	•	 	Remuneration is taken into account only for the proportion exceeding six times the annual social
security ceiling

	 
	 	•	 	Seniority taken into account is capped at ten years

	 
	 	•	 	Retirement pensions applicable under additional company retirement schemes and specifically
the pre-defined contribution retirement schemes and entitlements acquired as a result of
years of employment in the Elf Aquitaine group (CREA, IPREA, ISO CREA schemes) reduce the
amount the annuity payable

	 
	 	•	 	In all events, the annuity amount payable from the scheme may not exceed 15% of the
average remuneration of the thirty-six months preceding retirement.





As regards the benchmark remuneration, it is stipulated that it is formally defined by the
retirement scheme regulations and applies to company officers under the same conditions, which
naturally includes remuneration received as a company office (with regards to the base and bonus
proportions as authorised by the Board of Directors). The same applies to seniority, which is
calculated as per the terms of the regulations from the date at which the beneficiary joins one of
the companies belonging to the Antargaz group and/or its parent company, UGI, for any purpose
whatsoever.



As a reminder, Mr François Varagne joined Antargaz on 1 April 2001 and currently has eight years’
seniority.



It is also pointed out that the payment may be made to the surviving spouse and, where applicable,
to former divorced spouses who have not married again under allocation conditions defined by the
regulations, provided that the beneficiary stipulates the option no later than the liquidation
date and under the conditions and terms defined in the insurance policy. It is further stipulated
that in the event that a reversion payment option is preferred, the cost of reversion is deducted
from the amount of the main payment made to the beneficiary as per the terms and conditions
stipulated in the insurance policy.



All provisions in the retirement regulations (including those not specific herein) are applicable
to the chairman and chief executive under the same terms and conditions.





I.2. Commitment amount


Financing for this benefit for all executive managers concerned amounts to an overall social
liability commitment by September 2020 estimated at EUR 1,500,377 at a constant rate (excluding
inflation), which at current Euro value amounts to EUR 1,994,041.



The Board is reminded that the system is financed in full by the Antargaz company as part of an
insurance policy taken out with Cardif BNP Paribas.







 


Page 2/3









 








II. Retirement scheme with pre-defined contributions (“Article 83”)


It is further stipulated that an additional complementary retirement scheme with predefined
contributions (“article 83”) was implemented on 1 October 2002 for all Antargaz employees which
stipulates financing by the company of a contribution equal for managers to 1.5% of the gross
salary subject to social security contributions and capped at five times the social security
ceiling. Employees contribute to the financing of the scheme to the extent of 0.7% of their gross
salary. The insurance organisation tasked with managing the fund is Arial Assurance.



The scheme was improved in parallel for executive managers in terms of work time organisation (to
meet the definition of article L. 3111-2 of the French Labour Code), as per the decision dated 17
August 2009. Accordingly, Antargaz pays an additional contribution equal to 3.5% of the gross
compensation package subject to social security contributions and taken into account to the extent
of six times the social security ceiling. The insurance organisation tasked with managing the
funds is Cardif BNP Paribas.



The implemented system makes it possible for the appropriate employees to build up a supplementary
retirement scheme in addition to the compulsory retirement schemes of the French social security
and additional schemes.



It is stipulated that the company commitment applies only to payment of contributions of the
amounts stated above. Benefits paid to beneficiaries upon retirement by the insurance organisation
in the form of an annuity are those from group capitalisation retirement policies taken out by the
company with Arial Assurance (all employees) and Cardif BNP Paribas (executives). They are
contingent on the amount of contributions paid on behalf of each employee and on the duration of
contributions and are deducted from any entitlements payable form the retirement scheme with
pre-defined benefits referred to above.



Finally, it is also stipulated that in all cases, the entitlements of the employees concerned
which stem from contributions paid accordingly will be applicable even if they do not end their
career within the company.




	 	 	 
	Article 39:

	 	regulation dated August, 17, 2009
	Article 83:

	 	agreement dated July, 10, 2009

regulation dated August, 17, 2009







 


Page 3/3