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                             AMERIGAS PROPANE, INC.

                          2000 LONG-TERM INCENTIVE PLAN

                      ON BEHALF OF AMERIGAS PARTNERS, L.P.
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                                TABLE OF CONTENTS



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SECTION NUMBER                                                                                       PAGE
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1.     Purpose and Design......................................................................        1

2.     Definitions.............................................................................        1

3.     Maximum Number of Units Available for Grants............................................        3

4.     Duration of the Plan....................................................................        4

5.     Administration..........................................................................        4

6.     Eligibility.............................................................................        4

7.     Restricted Units........................................................................        4

8.     Restricted Unit Distribution Equivalents................................................        6

9.     Requirements for Performance Goals and Performance Periods..............................        7

10.    Non-Transferability.....................................................................        8

11.    Consequences of a Change of Control.....................................................        8

12.    Adjustment of Number and Price of Units, Etc............................................        8

13.    Limitation of Rights....................................................................        9

14.    Amendment or Termination of Plan........................................................        9

15.    Tax Withholding.........................................................................        9

16.    Governmental Approval...................................................................        9

17.    Effective Date of Plan..................................................................       10

18.    Successors .............................................................................       10

19.    Headings and Captions...................................................................       10

20.    Governing Law...........................................................................       10
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                                       (i)
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                             AMERIGAS PROPANE, INC.

                          2000 LONG-TERM INCENTIVE PLAN

                      ON BEHALF OF AMERIGAS PARTNERS, L.P.


1.       PURPOSE AND DESIGN

         The purpose of this Plan is to assist the Company in its capacity as
General Partner of AmeriGas Partners, L.P. ("APLP" or the "Partnership") in
securing and retaining key corporate executives of outstanding ability who are
in a position to participate significantly in the development and implementation
of the General Partner's strategic plans and thereby to contribute materially to
the long-term growth, development, and profitability of APLP by affording them
an opportunity to acquire Units by the achievement of specific performance
goals. The Plan is designed to align directly long-term executive compensation
with tangible, direct and identifiable benefits realized by APLP Unitholders.

2.       DEFINITIONS

         Whenever used in this Plan, the following terms will have the
respective meanings set forth below:

         2.01 "Administrative Committee" means the committee of employees of the
Company and its affiliates appointed by the Committee to perform ministerial and
other assigned functions.

         2.02 "Affiliate" will have the meaning ascribed to such term in Rule
12b-2 of the General Rules under the Exchange Act.

         2.03 "APLP" means AmeriGas Partners, L.P., a Delaware limited
partnership.

         2.04 "APLP Partnership Agreement" means the Amended and Restated
Agreement of Limited Partnership of AmeriGas Partners, L.P., dated as of
September 18, 1995, as amended from time to time.

         2.05 "Board" means the Company's Board of Directors as constituted from
time to time.

         2.06 "Change of Control" means a change of control as defined in the
change of control agreement between the Company and its executive officers, as
amended from time to time.

         2.07 "Committee" means the Compensation/Pension Committee of the Board
or its successor.
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         2.08 "Common Unit" means a unit representing a fractional part of the
Partnership interests of all limited partners and assignees and having the
rights and obligations specified with respect to Common Units in the Amended and
Restated Agreement of Limited Partnership of the Partnership, as amended from
time to time.

         2.09 "Company" means AmeriGas Propane, Inc., a Pennsylvania
corporation, and any successor thereto that is the General Partner.

         2.10 "Comparison Group" means the group determined by the Committee
no later than ninety (90) days after the commencement of a Performance Period
consisting of the Partnership and such other entities deemed by the Committee
(in its sole discretion) to be reasonably comparable to the Partnership.

         2.11 "Date of Grant" means the effective date of a Restricted Unit
grant; provided, however, that no retroactive grants will be made.

         2.12 "Employee" means a regular full-time salaried employee (including
officers and directors who are also employees) of the Company who performs
services directly or indirectly for the benefit of the Partnership.

         2.13 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         2.14 "General Partner" means AmeriGas Propane, Inc., its successor as
general partner of APLP, or its transferee, all as provided in Section 6.4(c) of
the APLP Partnership Agreement.

         2.15 "Operating Partnership" means AmeriGas Propane, L.P., a Delaware
limited partnership.

         2.16 "Participant" means an Employee designated by the Committee to
participate in the Plan.

         2.17 "Partnership" means AmeriGas Partners, L.P., a Delaware limited
Partnership or any successor thereto.

         2.18 "Partnership Security" means any class or series of Partnership
interest, any option, right, warrant or appreciation rights relating thereto, or
any other type of equity interest that APLP may lawfully issue, or any unsecured
or secured debt obligation of APLP that is convertible into any class or series
of equity interests of APLP.

         2.19 "Performance Goal" means the goal or goals that must be met in
order for Restricted Unit Distribution Equivalents, if any, to be paid and
restrictions on Restricted Units to lapse. All Performance Goals must meet the
requirements of Section 9.


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         2.20 "Performance Period" means the performance period during which
performance will be measured for Performance Goals. Performance Periods must
meet the requirements of Section 9.

         2.21 "Plan" means the AmeriGas Propane, Inc. 2000 Long-Term Incentive
Plan on behalf of AmeriGas Partners, L.P. as stated herein, including any
amendments or modifications thereto.

         2.22 "Restricted Unit Distribution Equivalent" means an amount
determined by multiplying the number of Restricted Units granted to a
Participant subject to any adjustment under Section 12, by the per-Unit cash
distribution, or the per-Unit fair market value (as determined by the Committee)
of any distribution in consideration other than cash, paid by APLP on its Units
on a distribution payment date that falls within the relevant Performance
Period.

         2.23 "Restricted Units" means Units that are subject to restrictions
which lapse upon the achievement of Performance Goals within the relevant
Performance Period.

         2.24 "Retirement" means separation from employment upon or after
attaining (i) age 55 with at least 10 years of service with the Company or its
affiliates, or (ii) age 65 with at least 5 years of service with the Company or
its affiliates.

         2.25 "Termination without Cause" means termination for the convenience
of the Company or the Partnership for any reason other than (i) misappropriation
of funds, (ii) habitual insobriety or substance abuse, (iii) conviction of a
crime involving moral turpitude, or (iv) gross negligence in the performance of
duties, which gross negligence has had a material adverse effect on the
business, operations, assets, properties or financial condition of the Company
or the Partnership. The Committee will have the sole discretion to determine
whether a significant reduction in the duties and responsibilities of a
Participant will constitute a Termination without Cause.


3.       MAXIMUM NUMBER OF UNITS AVAILABLE FOR GRANTS

         The number of Restricted Units that may be granted under this Plan may
not exceed 500,000 in the aggregate, subject, however, to the adjustment
provisions of Section 12 below. With regard to grants to any one individual in a
calendar year, the number of Restricted Units that may be issued will not exceed
25,000. If Restricted Units are forfeited, forfeited Restricted Units will again
be available for the purposes of the Plan. Restricted Units may be (i)
previously issued and outstanding Units, (ii) newly issued Units, or (iii) a
combination of each.




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4.       DURATION OF THE PLAN

         The Plan will remain in effect until all Units subject to it have been
issued and transferred to Participants and all Restricted Units have been vested
or forfeited. Notwithstanding the foregoing, Restricted Units may not be granted
after December 31, 2009.

5.       ADMINISTRATION

         The Plan will be administered by the Committee. Subject to the express
provisions of the Plan, the Committee will have authority, in its complete
discretion, to determine the Employees to whom, and the time or times at which
grants will be made. In making such determinations, the Committee may take into
account the nature of the services rendered by an Employee, the present and
potential contributions of the Employee to the Partnership's success and such
other factors as the Committee in its discretion deems relevant. Grants under
the Plan need not be uniform as among Participants. Subject to the express
provisions of the Plan, the Committee will also have authority to construe and
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the restrictions
relating to Restricted Units (none of which need be identical), and to make all
other determinations (including factual determinations) necessary or advisable
for the orderly administration of the Plan. All ministerial functions, in
addition to those specifically delegated elsewhere in the Plan, shall be
performed by a committee comprised of employees of the Company and its
affiliates ("Administrative Committee") appointed by the Committee.

6.       ELIGIBILITY

         Grants hereunder may be made only to Employees (including directors who
are also Employees of the Company) who, in the sole judgment of the Committee,
are individuals who are in a position to significantly participate in the
development and implementation of the General Partner's strategic plans for the
Partnership and thereby contribute materially to the continued growth and
development of the Partnership and to its future financial success.

7.       RESTRICTED UNITS

         7.1 Grant of Restricted Units. Subject to the provisions of Section 3,
Restricted Units and Restricted Unit Distribution Equivalents may be granted to
Participants at any time and from time to time as may be determined by the
Committee. Restricted Units may be granted with or without Restricted Unit
Distribution Equivalents as determined by the Committee. Units issued or
transferred pursuant to awards of Restricted Units may be issued or transferred
for consideration or for no consideration, and will be subject to Performance
Goals meeting the requirements of Section 9.

         7.2 Requirement of Employment. If the Participant ceases to be an
Employee before the Performance Goals are met, awards of Restricted Units will
terminate as to all Units covered by the grant as to which the restrictions have
not lapsed, and those Units must be immediately

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returned to the Company. The Committee may provide for partial awards if a
Participant remains employed by the Company, but is no longer performing
services directly or indirectly for the benefit of the Partnership. However, if
a Participant holding Restricted Units ceases to be an Employee by reason of (i)
Retirement, (ii) disability, or (iii) death, the restrictions on Restricted
Units held by any such Participant will lapse pursuant to the following:

                  (a) Retirement. If a Participant terminates employment on
account of Retirement, the restrictions on such Participant's Restricted Units
will lapse with regard to any Performance Period that ends within 36 months
after the date of such retirement; provided that Performance Goals associated
with such Performance Period are achieved within that 36-month period.

                  (b) Disability. If a Participant is determined to be
"disabled" (as defined under the Company's long-term disability plan), the
restrictions on such Participant's Restricted Units will lapse with regard to
any Performance Period that ends within 36 months after the date of such
disability; provided that Performance Goals associated with such Performance
Period are achieved within that 36 month period.

                  (c) Death. In the event of the death of a Participant while
employed by the Company, the restrictions on such Participant's Restricted Units
will lapse at the end of the Performance Period associated with such Restricted
Units upon the achievement of the related Performance Goals.

         7.3 Restrictions on Transfer and Legend on Unit Certificate. Until the
Performance Goals are met, a Participant may not sell, assign, transfer, pledge
or otherwise dispose of the Restricted Units or rights to Restricted Unit
Distribution Equivalents, if any. Each certificate for Restricted Units will
contain a legend giving appropriate notice of the restrictions in the grant. The
Participant will be entitled to have the legend removed from the certificate
covering the Units subject to restrictions when all restrictions on such Units
have lapsed. The Administrative Committee may determine that the Company will
not issue certificates for Restricted Units until all restrictions on such Units
have lapsed, or that the Company will retain possession of certificates for
Restricted Units until all restrictions on such Units have lapsed.

         7.4 Privileges of a Unitholder. Unless the Committee determines
otherwise, during the Performance Period, a Participant issued certificates
under Section 7.3 will have the right to vote Restricted Units, and to receive
any distributions paid on such Units subject to any restrictions deemed
appropriate by the Committee.

         7.5 Form of Payment for Restricted Units. The Committee will have the
sole discretion to determine whether the Company's obligation in respect of
payment of awards of Restricted Units for a Participant who is not issued
certificates under Section 7.3 will be paid in Units, solely in cash or partly
in Units and partly in cash.




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8.       RESTRICTED UNIT DISTRIBUTION EQUIVALENTS

         8.1 Amount of Distribution Equivalents Credited. If the Committee so
specifies when granting Restricted Units, from the Date of Grant of Restricted
Units to a Participant until the earlier of (i) the end of the applicable
Performance Period or (ii) the date of disability, death or termination of
employment for any reason (including retirement), of a Participant, the Company
will keep records for such Participant ("Account") and will credit on each
payment date for the payment of a distribution made by APLP on its Units an
amount equal to the Restricted Unit Distribution Equivalent associated with such
Restricted Units. Notwithstanding the foregoing, a Participant may not accrue
during any calendar year Distribution Equivalents in excess of $500,000. No
interest will be credited to any such Account.

         8.2 Payment of Credited Restricted Unit Distribution Equivalents.
Payment of Restricted Unit Distribution Equivalents will be made only upon the
determination by the Committee that the Performance Goals associated with such
Distribution Equivalents have been achieved as prescribed in accordance with
Section 9.

         8.3 Timing of Payment of Restricted Unit Distribution Equivalents.
Except as otherwise determined by the Committee, in the event of (i) termination
of a grant of Restricted Units pursuant to Section 7.2, no payments of
Restricted Unit Dividend Equivalents will be made (A) prior to the end of the
applicable Performance Period and (B) to any Participant whose employment by the
Company terminates prior to the end of the applicable Performance Period for any
reason other than Retirement, death or disability. As soon as practicable after
the end of such Performance Period, the Committee will certify and announce the
results for each Performance Period prior to any payment. Unless a Participant
will have made an election under Section 8.4 to defer receipt of any portion of
such amount, a Participant will receive the aggregate amount of Restricted Unit
Dividend Equivalents payable to that Participant in cash.

         8.4 Deferral of Restricted Unit Distribution Equivalents. A Participant
will have the right to defer receipt of any Restricted Unit Distribution
Equivalent payments if the Participant elects to do so on or prior to December
31 of the year preceding the beginning of the last full year of the applicable
Performance Period (or such other time as the Administrative Committee will
determine is appropriate to make such deferral effective under the applicable
requirements of federal tax laws). The terms and conditions of any such deferral
(including the period of time thereof) will be subject to approval by the
Administrative Committee and all deferrals will be made on a form provided a
Participant for this purpose.




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9.       REQUIREMENTS FOR PERFORMANCE GOALS AND PERFORMANCE PERIODS

         9.1 Designation as Qualified Performance-Based Compensation. Grants of
Restricted Units and Restricted Unit Distribution Equivalents will qualify as
"qualified performance-based compensation" under Section 162(m) of the Internal
Revenue Code ("Code"), including the requirement that the achievement of the
goals be substantially uncertain at the time they are established and that the
goals be established in such a way that a third party with knowledge of the
relevant facts could determine whether and to what extent the Performance Goals
have been met. The Committee will not have discretion to increase the amount of
compensation that is payable upon achievement of the designated Performance
Goals, but may, in its sole discretion, reduce the amount of compensation that
is payable upon the achievement of the designated Performance Goals.

         9.2 Requirements for Performance Goals. When Restricted Units and
Restricted Unit Distribution Equivalents are granted, the Committee will
establish in writing Performance Goals either before the beginning of the
Performance Period or during a period ending no later than the earlier of (i) 90
days after the beginning of the Performance Period or (ii) the date on which 25%
of the Performance Period has elapsed, or such other date as may be required or
permitted under applicable regulations under Section 162(m) of the Code. The
Performance Goal must specify (A) the Performance Goal(s) that must be met in
order for restrictions on the Restricted Units to lapse or the Restricted Unit
Distribution Equivalents to be paid, (B) the Performance Period during which the
Performance Goals must be met, (C) the maximum amounts that may be paid if the
Performance Goals are met, and (D) any other conditions that the Committee deems
appropriate and consistent with the Plan and the requirements of Section 162(m)
of the Code for qualified performance-based compensation.

         9.3 Criteria Used for Performance Goals. The Committee will use
Performance Goals based on one or more of the following criteria: Unit price,
earnings per Unit, net earnings, operating earnings, return on assets,
unitholder return, return on equity, growth in assets, unit volume, sales, cash
flow, market share, relative performance to a Comparison Group, or strategic
business criteria consisting of one or more objectives based on meeting
specified revenue goals, market penetration goals, geographic business expansion
goals, cost targets or goals relating to acquisitions or divestitures. The
Performance Goals may relate to the Participant's business unit or the
performance of the Partnership as a whole, or any combination of the foregoing.
Performance Goals need not be uniform as among Participants.

         9.4 Announcement of Grants. The Committee will certify and announce the
results for each Performance Period to all Participants as promptly as
practicable following the completion of the Performance Period. If and to the
extent that the Committee does not certify that the Performance Goals have been
met, the applicable grants of Restricted Units and Restricted Unit Distribution
Equivalents for the Performance Period will be forfeited.




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10.      NON-TRANSFERABILITY

         No Restricted Unit, rights to Restricted Unit Distribution Equivalents
or other rights granted under the Plan will be transferable otherwise than by
will or the laws of descent and distribution.

11.      CONSEQUENCES OF A CHANGE OF CONTROL

         11.1 Notice and Acceleration. Upon a Change of Control, unless the
Committee determines otherwise, (i) the Company will provide each Participant
with outstanding grants written notice of such Change of Control, (ii) the
restrictions and conditions on all outstanding grants of Restricted Units will
immediately lapse, and (iii) Restricted Unit Distribution Equivalents will
become payable in cash in such amounts as the Committee may determine.

         11.2 Assumption of Grants. Upon a Change of Control where the
Partnership is not the surviving entity (or survives only as a subsidiary of
another entity), unless the Committee determines otherwise, all outstanding
grants will be converted to similar grants of the surviving entity (or a parent
of the surviving entity).

         11.3 Committee. The Committee making the determinations under this
Section 11 following a Change of Control must be comprised of the same members
as those on the Committee immediately before the Change of Control. If the
Committee members do not meet this requirement, the automatic provisions of
Sections 11.1 and 11.2 will apply, and the Committee will not have discretion to
vary them.

         11.4 Limitations. Notwithstanding anything in the Plan to the contrary,
in the event of a Change of Control, the Committee will not have the right to
take any actions described in the Plan (including without limitation actions
described in this Section 11) that would make the Change of Control ineligible
for desired accounting treatment if, in the absence of such right, the Change of
Control would qualify for such treatment and the Company intends to use such
treatment with respect to the Change of Control.

12.      ADJUSTMENT OF NUMBER AND PRICE OF UNITS, ETC.

         Notwithstanding anything to the contrary in this Plan, in the event (a)
any recapitalization, reorganization, merger, consolidation, spin-off,
combination, repurchase, exchange of Common Units or other securities of APLP;
security split or reverse split, extraordinary distribution, liquidation,
dissolution, significant corporate or partnership transaction (whether relating
to assets, limited partnership interests, or stock) involving APLP, or other
extraordinary transaction or event affects Units such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of Participants' rights under the Plan, then the Committee may
adjust (i) any or all of the number or kind of Partnership interests reserved
for issuance under the Plan, (ii) the maximum number of Units which may be the
subject of grants to any one individual in any calendar year, (iii) the number
or kind of Partnership interests to be

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subject to future grants under the Plan, (iv) the number of Restricted Units,
(v) the terms and conditions applicable to Restricted Units, and/or (vi) the
terms and conditions applicable to Restricted Unit Distribution Equivalents,
provided that the number of Restricted Units will always be a whole number. Any
such determination of adjustments by the Committee will be conclusive for all
purposes of the Plan.

13.      LIMITATION OF RIGHTS

         Nothing contained in this Plan will be construed to give an Employee
any right to a grant hereunder except as may be authorized in the discretion of
the Committee. A grant under this Plan will not constitute or be evidence of any
agreement or understanding, expressed or implied, that the Company will employ a
Participant for any specified period of time, in any specific position or at any
particular rate of remuneration.

14.      AMENDMENT OR TERMINATION OF PLAN

         Subject to Board approval, the Committee may at any time, and from time
to time, alter, amend, suspend or terminate this Plan without the consent of the
Company's shareholders, APLP's unitholders, or Participants, except that any
such alteration, amendment, suspension or termination will be subject to the
provisions of the APLP Partnership Agreement and to the approval of the
Company's shareholder within one year after such Committee and Board action if
such shareholder approval is required by any federal or state law or regulation
or the rules of any stock exchange or automated quotation system on which the
Units are then listed or quoted, or if the Committee in its discretion
determines that obtaining such shareholder approval is for any reason advisable.
No termination or amendment of this Plan may, without the consent of the
Participant to whom any Restricted Unit has previously been granted, adversely
affect the rights of such Participant under such Restricted Unit, including any
Restricted Unit Distribution Equivalents. Notwithstanding the foregoing, the
Committee may make minor amendments to this Plan which do not materially affect
the rights of Participants or significantly increase the cost to the
Partnership.

15.      TAX WITHHOLDING

         Upon the lapse of restrictions on Restricted Units, the Company will
require the recipient to remit to the Company an amount sufficient to satisfy
federal, state and local withholding tax requirements. However, to the extent
authorized by rules and regulations of the Administrative Committee, the Company
may withhold Units and make cash payments in respect thereof in satisfaction of
a recipient's tax obligations in an amount that does not exceed the recipient's
minimum applicable withholding tax obligations.

16.      GOVERNMENTAL APPROVAL

         Each grant of Restricted Units will be subject to the requirement that
if at any time the listing, registration or qualification of the Units covered
thereby upon any securities exchange, or under any state or federal law, or the
consent or approval of any governmental regulatory body, is

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necessary or desirable as a condition of or in connection with the awarding of
such grant of Restricted Units, then no such grant may be paid in whole or in
part unless and until such listing, registration, qualification, consent or
approval has been effected or obtained free of any conditions not acceptable to
the Board.

17.      EFFECTIVE DATE OF PLAN

         17.1 This Plan will become effective as of January 1, 2000, subject to
approval by the Company's shareholder.

         17.2 Shareholder Approval for "Qualified Performance-Based
Compensation." This Plan must be reapproved by the shareholder of the Company no
later than the first meeting of shareholders that occurs in the fifth year
following the year in which the shareholders previously approved the provisions
of Section 9, if required by Section 162(m) of the Code or the regulations
thereunder.

18.      SUCCESSORS

         This Plan will be binding upon and inure to the benefit of APLP, the
General Partner, their successors and assigns and the Participant and his heirs,
executors, administrators and legal representatives.

19.      HEADINGS AND CAPTIONS

         The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.

20.      GOVERNING LAW

         The validity, construction, interpretation and effect of the Plan will
be governed exclusively by and determined in accordance with the law of the
Commonwealth of Pennsylvania.




Approved by Shareholder of AmeriGas Propane, Inc. on December 13, 1999.




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