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ARTICLE I ORGANIZATIONAL MATTERS
    
    
    11.1 Formation
    
    
    11.2 Name
    
    
    11.3 Registered Office; Principal Office
    
    
    11.4 Power of Attorney
    
    
    11.5 Term
    
    
    21.6 Possible Restrictions on Transfer
    
    
    2ARTICLE II DEFINITIONS
    
    
    3ARTICLE III PURPOSE
    
    
    113.1 Purpose and Business
    
    
    113.2 Powers
    
    
    11ARTICLE IV CONTRIBUTIONS AND UNITS
    
    
    124.1 Organization Contributions and Return
    
    
    124.2 General Partner and Petrolane Contributions
    
    
    124.3 Contributions by Initial Limited Partners
    
    
    124.4 Issuances of Additional Partnership Securities
    
    
    124.5 Limitations on Issuance of Additional Partnership Securities
    
    
    134.6 Conversion of Subordinated Units
    
    
    144.7 Limited Preemptive Rights
    
    
    144.8 Splits and Combinations
    
    
    144.9 Interest and Withdrawal
    
    
    15ARTICLE V DISTRIBUTIONS
    
    
    155.1 General Provisions
    
    
    155.2 Distribution Levels
    
    
    165.3 Operating Distributions During Subordination Period
    
    
    165.4 Operating Distributions After Subordination Period
    
    
    165.5 Capital Distributions
    
    
    175.6 Liquidating Distributions During Subordination Period
    
    
    175.7 Liquidating Distributions After Subordination Period
    
    
    175.8 Adjustments to Distribution Levels
    
    
    18ARTICLE VI MANAGEMENT AND OPERATION OF BUSINESS
    
    
    186.1 Management
    
    
    186.2 Certificate of Limited Partnership
    
    
    196.3 Restrictions on General Partners Authority
    
    
    206.4 Reimbursement of the General Partner
    
    
    206.5 Outside Activities
    
    
    216.6 Loans to and from the General Partner; Contracts with Affiliates
    
    
    226.7 Indemnification
    
    
    236.8 Liability of Indemnitees
    
    
    246.9 Resolution of Conflicts of Interest
    
    
    246.10 Other Matters Concerning the General Partner
    
    
    256.11 Title to Partnership Assets
    
    
    256.12 Purchase or Sale of Units
    
    
    266.13 Registration Rights of AmeriGas and its Affiliates
    
    
    266.14 Reliance by Third Parties
    
    
    27
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ARTICLE VII RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
    
    
    287.1 Limitation of Liability
    
    
    287.2 Management of Business
    
    
    287.3 Outside Activities
    
    
    287.4 Return of Capital
    
    
    287.5 Rights of Limited Partners to the Partnership
    
    
    28ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS
    
    
    308.1 Records and Accounting
    
    
    308.2 Fiscal Year
    
    
    308.3 Reports
    
    
    30ARTICLE IX TAX MATTERS
    
    
    319.1 Tax Allocations
    
    
    319.2 Tax Returns and Information
    
    
    329.3 Tax Elections
    
    
    329.4 Tax Controversies
    
    
    32ARTICLE X CERTIFICATES
    
    
    3210.1 Certificates
    
    
    3210.2 Registration, Registration of Transfer and Exchange
    
    
    3210.3 Mutilated, Destroyed, Lost or Stolen Certificates
    
    
    3310.4 Record Holder
    
    
    33ARTICLE XI TRANSFER OF INTERESTS
    
    
    3311.1 Transfer
    
    
    3311.2 Transfer of a General Partners Partnership Interest
    
    
    3411.3 Transfer of Units
    
    
    3411.4 Restrictions on Transfers
    
    
    3411.5 Citizenship Certificates; Non-citizen Assignees
    
    
    3411.6 Redemption of Interests
    
    
    35ARTICLE XII ADMISSION OF PARTNERS
    
    
    3612.1 Admission of Initial Limited Partners
    
    
    3612.2 Admission of Substituted Limited Partners
    
    
    3612.3 Admission of Successor General Partner
    
    
    3612.4 Admission of Additional Limited Partners
    
    
    3612.5 Amendment of Agreement and Certificate of Limited Partnership
    
    
    37ARTICLE XIII WITHDRAWAL OR REMOVAL OF PARTNERS
    
    
    3813.1 Withdrawal of the General Partner
    
    
    3813.2 Removal of the General Partner
    
    
    3913.3 Interest of Departing Partner and Successor General Partner
    
    
    3913.4 Withdrawal of Limited Partners
    
    
    40ARTICLE XIV DISSOLUTION AND LIQUIDATION
    
    
    4014.1 Dissolution
    
    
    4014.2 Continuation of the Business of the Partnership After Dissolution
    
    
    4014.3 Liquidator
    
    
    4114.4 Liquidation
    
    
    4114.5 Cancellation of Certificate of Limited Partnership
    
    
    4214.6 Return of Contributions
    
    
    4214.7 Waiver of Partition
    
    
    42
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ARTICLE XV AMENDMENT OF PARTNERSHIP AGREEMENT;
MEETINGS; RECORD DATE
    
    
    4215.1 Amendment to be Adopted Solely by General Partner
    
    
    4215.2 Amendment Procedures
    
    
    4315.3 Amendment Requirements
    
    
    4315.4 Meetings
    
    
    4415.5 Notice of a Meeting
    
    
    4415.6 Record Date
    
    
    4415.7 Adjournment
    
    
    4415.8 Waiver of Notice; Approval of Meeting; Approval of Minutes
    
    
    4415.9 Quorum
    
    
    4415.10 Conduct of Meeting
    
    
    4515.11 Action Without a Meeting
    
    
    4515.12 Voting and Other Rights
    
    
    45ARTICLE XVI MERGER
    
    
    4516.1 Authority
    
    
    4616.2 Procedure for Merger or Consolidation
    
    
    4616.3 Approval by Limited Partners of Merger or Consolidation
    
    
    4616.4 Certificate of Merger
    
    
    4716.5 Effect of Merger
    
    
    47ARTICLE XVII RIGHT TO ACQUIRE UNITS
    
    
    4717.1 Right to Acquire Units
    
    
    47ARTICLE XVIII GENERAL PROVISIONS
    
    
    4818.1 Addresses and Notices
    
    
    4818.2 References
    
    
    4918.3 Pronouns and Plurals
    
    
    4918.4 Further Action
    
    
    4918.5 Binding Effect
    
    
    4918.6 Integration
    
    
    4918.7 Creditors
    
    
    4918.8 Waiver
    
    
    4918.9 Counterparts
    
    
    4918.10 Applicable Law
    
    
    4918.11 Invalidity of Provisions
    
    
    4918.12 Consent of Partners
    
    
    49EXHIBIT A Form of Certificate Evidencing Common Units
    
    
    51
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GENERAL PARTNER:
AMERIGAS PROPANE, INC.By:

/s/ Robert H. KnaussRobert H. KnaussTitle:
    Vice President Law and General CounselLIMITED PARTNERS:
All Limited Partners now and hereafter admitted as
limited partners of the Partnership, pursuant to
Powers of Attorney now and hereafter executed in
favor of, and granted and delivered to, the General
Partner.By:
    AMERIGAS PROPANE, INC. GeneralPartner, as attorney-in-fact for all LimitedPartners pursuant to the Powers of Attorney
granted pursuant to Section 1.4.By:

/s/ Robert H. KnaussName:
    Robert H. KnaussTitle:
    Vice President Law and General Counsel  50




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AMERIGAS PROPANE, INC.,as General PartnerCountersigned and Registered by:By:PresidentChaseMellon Shareholder Services, L.L.CBy:as Transfer Agent and RegistrarTreasurerBy:Authorized Signature
  51




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TEN COM-
    
    as tenants in common
    
    
    
    UNIF GIFT MIN ACT-TEN ENT-
    
    as tenants by the entireties
    
    
    
    Custodianas joint tenants with right of
    
    
    
    (Cust) (Minor)JT TEN-
    
    survivorship and not as tenants in common
    
    
    
    under Uniform Gifts to Minors ActState
  
 
       52




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(Please print or typewrite name and address
    
    (Please insert Social Security or otherof Assignee)
    
    identifying number of Assignee)
 
 Date:
    
    NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of
this Certificate in every particular, without alteration, enlargement or change.
  SIGNATURE(S) MUST BE GUARANTEED BY AMEMBER FIRM OF THE NATIONAL
    
    (Signature)ASSOCIATION OF SECURITIES DEALERS, INC.OR BY A COMMERCIAL BANK OR TRUSTCOMPANY
    
    (Signature)
    53




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Signature of AssigneeSocial Security or other 
identifying number of Assignee
    
    Name and Address of AssigneePurchase Price includingcommissions, if any
  
 
  
 
    54




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A.
    
    Individual Interest Holder1.
    
    I am not a non-resident alien for purposes of U.S. income taxation.2.
    
    My U.S. taxpayer identification number (Social Security Number) is3.
    
    My home address isB.
    
    Partnership, Corporate or Other Interest-Holder1.
    
    is not a foreign corporation, foreign
partnership, foreign trust 
(Name of Interest-Holder)or foreign estate (as those terms are defined in the Code and
Treasury Regulations).2.
    
    The interest-holders U.S. employer identification number is3.
    
    The interest-holders office address and place of incorporation (if
applicable) is
    
  
  
    55




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AGREEMENT OF LIMITED PARTNERSHIP OF AMERIGAS PARTNERS, L.P.
 Amendment Partnership Partnership
Agreement
 NYSE DRS




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provided however




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GENERAL PARTNER:
AMERIGAS PROPANE, INC.
General PartnerBy:
    /s/ Robert H. KnaussName:
    Robert H. KnaussTitle:
    Vice President Law and General Counsel  
  By:
    /s/ Robert H. KnaussName:
    Robert H. KnaussTitle:
    Vice President Law and General
Counsel