**TABLE OF CONTENTS**       **Page** Article I Statement of Purpose  2      Article II Definitions  2      Article III Participation and Vesting  4      Article IV Benefits  5      Article V Form and Timing of Benefit Distribution  6      Article VI Funding of Benefits  6      Article VII The Committees  7      Article VIII Amendment and Termination  9      Article IX Claims Procedures  9      Article X Miscellaneous Provisions  10 
 
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ARTICLE ISTATEMENT OF PURPOSESec. 1.01 Purpose. In recognition of the services provided to AmeriGas Propane, Inc.(“AGP”) by certain senior management and highly compensated employees, AGP maintains the AmeriGasPropane, Inc. Non-Qualified Deferred Compensation Plan (the “Plan”) to provide such employees withthe opportunity to supplement their retirement benefits through the deferral of additionalcompensation. The Plan was originally effective February 1, 2007. The Plan is now amended andrestated effective January 1, 2009, in order to comply with Section 409A of the Internal RevenueCode of 1986, as amended, and certain other changes.ARTICLE IIDEFINITIONSSec. 2.01 “Account” shall mean for each Participant, the account or accounts maintained on thebooks of AGP representing the entire interest of the Participant under the Plan, consisting ofamounts attributable to Compensation deferred by the Participant pursuant to Section 4.01 and allearnings and gains attributable thereto and reduced by all losses attributable thereto, allexpenses chargeable thereagainst and all distributions therefrom.Sec. 2.02 “Administrative Committee” shall mean the administrative committee designatedpursuant to Article VII of the Plan to administer the Plan in accordance with its terms.Sec. 2.03 “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of theGeneral Rules and Regulations under the Securities Exchange Act of 1934, as amended.Sec. 2.04 “AGP” shall mean AmeriGas Propane, Inc. or any successor thereto.Sec. 2.05 “AGP 401(k) Plan” shall mean the AmeriGas Propane, Inc. 401(k) Savings Plan.Sec. 2.06 “AGP SERP” shall mean the AmeriGas Propane, Inc. Supplemental Executive RetirementPlan.Sec. 2.07 “Beneficiary” shall mean the person or entity designated by a Participant, in awritten instrument submitted to the Administrative Committee. In the event the Participant failsto properly designate a Beneficiary or in the event that the Participant is predeceased by alldesignated primary and secondary Beneficiaries, the death benefit shall be payable to the personalrepresentative of the Participant’s estate.Sec. 2.08 “Board” shall mean the Board of Directors of AGP.Sec. 2.09 “Code” shall mean the Internal Revenue Code of 1986, as amended.
 
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Sec. 2.10 “Compensation/Pension Committee” shall mean the Compensation/Pension Committee ofthe Board or such other committee designated by the Board to perform certain functions with respectto the Plan.Sec. 2.11 “Compensation” shall mean, for any Plan Year, the total remuneration paid by theEmployer to or on behalf of the Participant during the Plan Year, exclusive of compensation paid oraccrued with respect to service performed prior to the date on which the Employee became aParticipant. Compensation shall include basic salary or wages, annual incentive bonuses,commissions and all other direct current money compensation (other than long-term incentive planpayments and severance pay), amounts paid in reimbursement of, or in lieu of, expenses incurred bythe Participant in the performance of his duties, and the value of non-money awards or gifts madeby the Employer; provided, however, that Compensation shall be determined prior to giving effect toany salary reduction election made pursuant to the terms of any plan. Notwithstanding theforegoing, Compensation shall not include amounts credited on a Participant’s behalf to the AGPSERP or any other nonqualified deferred compensation plan maintained by AGP or its affiliates otherthan this Plan.Sec. 2.12 “Effective Date” shall mean January 1, 2009.Sec. 2.13 “Eligible Employee” shall mean an Employee of AGP or a Subsidiary who is a member ofa select group of management or highly compensated employees and who is designated by theAdministrative Committee as eligible to participate in the Plan for a Plan Year.Sec. 2.14 “Employee” shall mean any person in the employ of AGP or a Subsidiary other than aperson (i) whose terms and conditions of employment are determined through collective bargainingwith a third party or (ii) who is characterized as an independent contractor by AGP or aSubsidiary, no matter how characterized by a court or government agency. No retroactivecharacterization 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 ofthis Plan.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 periodending on the identification date, is a “specified employee” under section 409A of the Code, asdetermined by the UGI Compensation and Management Development Committee or its delegate. Thedetermination of Key Employees, including the number and identity of persons considered specifiedemployees and the identification date, shall be made by the UGI Compensation and ManagementDevelopment Committee or its delegate in accordance with the provisions of sections 416(i) and 409Aof the Code and the regulations issued thereunder.Sec. 2.17 “Participant” shall mean each Eligible Employee who meets the requirements ofSection 3.01 hereof.Sec. 2.18 “Plan Year” shall mean the calendar year.
 
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Sec. 2.19 “Plan” shall mean the AmeriGas Propane, Inc. Non-Qualified Deferred CompensationPlan as set forth herein, and as the same may hereafter be amended.Sec. 2.20 “Postponement Period” shall mean, for a Key Employee, the period of six months afterthe Key Employee’s separation from service (or such other period as may be required by section 409Aof the Code), during which Plan benefits may not be paid to the Key Employee under section 409A ofthe Code.Sec. 2.21 “Subsidiary” shall mean any corporation in which AGP, directly or indirectly, ownsat least a fifty percent (50%) interest or an unincorporated entity of which AGP, directly orindirectly, owns at least fifty percent (50%) of the profits or capital interests.Sec. 2.22 “Valuation Date” shall mean the last day of the Plan Year and each other interimdate during the Plan Year or dates determined by the Administrative Committee.ARTICLE IIIPARTICIPATION AND VESTINGSec. 3.01 Participation. Each Eligible Employee shall become a Participant in thePlan upon completion of a deferral election in the time, form and manner determined by theAdministrative Committee; provided that such deferral election must be made not later than December31 of the Plan Year preceding the Plan Year for which the election is to be effective. AParticipant may elect to defer from one percent (1%) to twenty-five percent (25%), in wholepercentages, of his Compensation through payroll reductions. The maximum annual amount ofCompensation that a Participant may defer under the Plan is $10,000.Sec. 3.02 Vesting. A Participant, at all times, shall have a fully (100%) vested andnonforfeitable interest in his Account under the Plan.Sec. 3.03 Rehired Employees. An Eligible Employee who incurs a separation fromservice (within the meaning of section 409A of the Code) with AGP and its affiliates and is rehiredand designated as an Eligible Employee in the same Plan Year may not commence deferrals under thePlan until the next Plan Year and he must make an election to reduce his Compensation prior to thestart of the Plan Year for which the election is to be effective, in a manner prescribed by theAdministrative Committee.Sec. 3.04 Newly Hired Employees. A newly hired Employee, who has been designated asan Eligible Employee by the Administrative Committee, may make an election to reduce Compensation,as soon as practicable, but, in any event, the election must be made within thirty (30) days of thedate he is designated as eligible to participate in the Plan by the Administrative Committee. Anyelection made according to this Section 3.04 will become effective the first day of the monthfollowing thirty (30) days after the date the Employee is designated as an Eligible Employee by theAdministrative Committee, with respect to Compensation earned after the effective date of the newlyhired Employee’s deferral election.
 
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ARTICLE IVBENEFITSSec. 4.01 Amount. For each payroll period during the Plan Year, AGP shall credit to aParticipant’s Account the amount of the Participant’s Compensation that the Participant has electedto defer pursuant to Section 3.01.Sec. 4.02 Hardship Withdrawals. Notwithstanding the foregoing, a Participant whotakes a hardship withdrawal from the AGP 401(k) Plan shall have his Compensation reductions andcorresponding credit to his Account cancelled for the Plan Year in which the hardship withdrawaloccurs. A Participant whose Compensation reductions have been cancelled due to a hardshipwithdrawal from the AGP 401(k) Plan may recommence participation in the Plan (assuming suchParticipant continues to be eligible to participate) in a subsequent Plan Year by making anCompensation reduction election, in accordance with Section 3.01 for which the election is to beeffective, prior to the beginning of the Plan Year, in accordance with Section 3.01 for which theelection is to be effective.Sec. 4.03 Investment of Account.(a) For purposes of measuring the investment returns of his Account, a Participant may select,from the investment funds designated by the Administrative Committee, the investment funds in whichall or part of his Account shall be deemed to be invested.(b) A Participant shall make an investment designation by means of Fidelity’s netBenefitsWebPage which shall remain effective until another valid direction has been made by theParticipant. The Participant may amend his investment designation at such time or times aspermitted by the Administrative Committee in its sole discretion, and in accordance with suchprocedures as may be established by the Administrative Committee.(c) The investment funds deemed to be made available to the Participant, and any limitation onthe maximum or minimum percentages of the Participant’s Account that may be deemed to be investedin any particular fund, shall be the same as from time-to-time communicated to the Participant bythe Administrative Committee.(d) In the absence of any Participant election designating the deemed investment of hisAccount, a Participant shall be deemed to have elected that his Account be invested in the mannerselected by the Administrative Committee for such circumstance.(e) The Administrative Committee shall provide a statement at least annually to theParticipant showing such information as is appropriate, including the aggregate amount in hisAccount as of a reasonably current date.Sec. 4.04 Valuation of Account.(a) AGP shall establish a bookkeeping Account for each Participant to which will be creditedamounts described in Section 3.01 at such times and in accordance with such procedures as may beprescribed by the Administrative Committee. The Account shall be reduced to reflectany distributions from such Account. Such reductions shall be charged to the Account as of the datesuch distributions are made.(b) As of each Valuation Date, income, gain and loss equivalents (determined as if the Accountwas invested in the manner set forth under Section 4.03, hereof) attributable to the periodfollowing the next preceding Valuation Date shall be credited to and/or deducted from theParticipant’s Account.
 
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ARTICLE VFORM AND TIMING OF BENEFIT DISTRIBUTIONSec. 5.01 Form of Benefit Distributions. Benefits payable under the Plan shall bepaid in a lump sum to the Participant or, in the event of the Participant’s death, theParticipant’s Beneficiary.Sec. 5.02 Timing of Benefit Distributions.(a) Except as otherwise required by Section 5.02(b) below, benefits payable under the Planshall be paid to the Participant (or the Participant’s Beneficiary in the case of death) as soon aspracticable after the earliest of a Participant’s (i) separation from service (within the meaningof such term under section 409A of the Code) with AGP and its Affiliates, (ii) disability (withinthe meaning of such term under section 409A of the Code) or (iii) death. In no event shall suchpayment be made later than the later of: (A) 60 days after a Participant’s separation from service,disability or death, as the case may be, or (B) December 31 of the year in which such separationfrom service, disability or death, as the case may be, occurs. If required by section 409A of theCode, no benefits shall be paid to a Participant who is a Key Employee during the PostponementPeriod.(b) If a Participant is a Key Employee and payment of benefits under the Plan is required tobe delayed for the Postponement Period pursuant to section 409A of the Code, the accumulatedamounts withheld on account of section 409A of the Code shall be paid in a lump sum payment within15 days after the end of the Postponement Period. If the Participant dies during the PostponementPeriod prior to the payment of benefits, the amounts withheld on account of section 409A of theCode shall be paid to the Participant’s Beneficiary within 60 days after the Participant’s death.ARTICLE VIFUNDING OF BENEFITSSec. 6.01 Source of Funds. The Board may, but shall not be required to, authorize theestablishment of a rabbi trust for the benefits described herein. In any event, AGP’s obligationhereunder shall constitute a general, unsecured obligation, payable solely out of its generalassets, and no Participant shall have any right to any specific assets of AGP or any such vehicle.
 
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ARTICLE VIITHE COMMITTEESSec. 7.01 Appointment and Tenure of Administrative Committee Members. TheAdministrative Committee shall consist of one or more persons who shall be appointed by and serveat the pleasure of the Compensation/Pension Committee. Any Administrative Committee member mayresign 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 befilled by the Compensation/Pension Committee.Sec. 7.02 Meetings; Majority Rule. Any and all acts of the Administrative Committeetaken at a meeting shall be by a majority of all members of the Administrative Committee. TheAdministrative Committee may act by vote taken in a meeting (at which a majority of members shallconstitute a quorum). The Administrative Committee may also act by unanimous consent in writingwithout 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 toperform ministerial acts, but no person to whom such authority is delegated shall perform any actinvolving the exercise of any discretion without first obtaining the concurrence of a majority ofthe members of the Administrative Committee, even though such person alone may sign any documentrequired by third parties. The Administrative Committee shall elect one of its members to serve asChairperson. The Chairperson shall preside at all meetings of the Administrative Committee orshall delegate such responsibility to another Administrative Committee member. The AdministrativeCommittee shall elect one person to serve as Secretary to the Administrative Committee. All thirdparties may rely on any communication signed by the Secretary, acting as such, as an officialcommunication from the Administrative Committee.Sec. 7.04 Authority and Responsibility of the Administrative Committee. TheAdministrative Committee shall have only such authority and responsibilities as are delegated to itby the Compensation/Pension Committee or specifically under this Plan. The AdministrativeCommittee shall have full power and express discretionary authority to administer and interpret thePlan, to make factual determinations and to adopt or amend such rules and regulations forimplementing the Plan and for the conduct of its business as it deems necessary or advisable, inits sole discretion. The Administrative Committee’s authorities and responsibilities shall alsoinclude:(a) maintenance and preservation of records relating to Participants, former Participants, andtheir beneficiaries;(b) preparation and distribution to Participants of all information and notices required underfederal law or the provisions of the Plan;(c) preparation and filing of all governmental reports and other information required underlaw to be filed or published;
 
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(d) construction of the provisions of the Plan, to correct defects therein and to supplyomissions 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 theAdministrative Committee shall serve without compensation for their services as such, but allexpenses of the Administrative Committee shall be paid or reimbursed by AGP.Sec. 7.06 Administrative Committee Discretion. Any discretion, actions, orinterpretations to be made under the Plan by the Administrative Committee shall be made in its solediscretion, need not be uniformly applied to similarly situated individuals, and shall be final,binding, and conclusive on the parties. All benefits under the Plan shall be provided conditionalupon the Participant’s acknowledgement, in writing or by acceptance of the benefits, that alldecisions and determinations of the Administrative Committee shall be final and binding on theParticipant, his or her beneficiaries and any other person having or claiming an interest under thePlan.Sec. 7.07 Indemnification of the Committees. Each member of the AdministrativeCommittee and each member of the Compensation/Pension Committee shall be indemnified by AGP againstcosts, expenses and liabilities (other than amounts paid in settlement to which AGP does notconsent) reasonably incurred by the member in connection with any action to which he or she may bea party by reason of the member’s service as a member of the Committee, except in relation tomatters as to which the member shall be adjudged in such action to be personally guilty of grossnegligence or willful misconduct in the performance of the member’s duties. The foregoing right toindemnification shall be in addition to such other rights as the Administrative Committee or theCompensation/Pension Committee member may enjoy as a matter of law or by reason of insurancecoverage of any kind, but shall not extend to costs, expenses and/or liabilities otherwise coveredby insurance or that would be so covered by any insurance then in force if such insurance containeda waiver of subrogation. Rights granted hereunder shall be in addition to and not in lieu of anyrights to indemnification to which the Administrative Committee or the Compensation/PensionCommittee member may be entitled pursuant to the by-laws of AGP. Service on the AdministrativeCommittee or the Compensation/Pension Committee shall be deemed in partial fulfillment of theapplicable Committee member’s function as an employee, officer, or director of AGP, if theCommittee member also serves in that capacity.
 
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ARTICLE VIIIAMENDMENT AND TERMINATIONSec. 8.01 Amendment. The provisions of the Plan may be amended at any time and fromtime to time by a resolution of the Board for any reason without either the consent of or priornotice to any Participant; provided, however, that no such amendment shall serve to reduce thebenefit 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 suchamendments as are necessary to keep the Plan in compliance with applicable law and minor amendmentswhich do not materially affect the rights of the Participants or significantly increase the cost toAGP, AmeriGas Partners, L.P. or AmeriGas Propane, L.P.Sec. 8.02 Plan Termination. While it is AGP’s intention to continue the Planindefinitely in operation, the right is, nevertheless, reserved to terminate the Plan in whole orin part at any time for any reason without either the consent of or prior notice to anyParticipant. No such termination shall reduce the benefit that has accrued on behalf of aParticipant as of the effective date of the termination, but AGP may immediately distribute allaccrued benefits upon termination of the Plan in accordance with section 409A of the Code.ARTICLE IXCLAIMS PROCEDURESSec. 9.01 Claim. Any person or entity claiming a benefit, requesting aninterpretation or ruling under the Plan (hereinafter referred to as “claimant”), or requestinginformation under the Plan shall present the request in writing to the Administrative Committee,which shall respond in writing or electronically. The notice advising of the denial shall befurnished to the claimant within 90 days of receipt of the benefit claim by the AdministrativeCommittee, unless special circumstances require an extension of time to process the claim. If anextension is required, the Administrative Committee shall provide notice of the extension prior tothe termination of the 90 day period. In no event may the extension exceed a total of 180 daysfrom the date of the original receipt of the claim.Sec. 9.02 Denial of Claim. If the claim or request is denied, the written orelectronic notice of denial shall state:(a) The reason(s) for denial;(b) Reference to the specific Plan provisions on which the denial is based;(c) A description of any additional material or information required and an explanation of whyit is necessary; and(d) An explanation of the Plan’s claims review procedures and the time limits applicable tosuch procedures, including the right to bring a civil action under section 502(a) of ERISA.
 
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Sec. 9.03 Final Decision. The decision on review shall normally be made within 60days after the Administrative Committee’s receipt of claimant’s claim or request. If an extensionof time is required for a hearing or other special circumstances, the claimant shall be notifiedand the time limit shall be 120 days. The decision shall be in writing or in electronic form andshall:(a) State the specific reason(s) for the denial;(b) Reference the relevant Plan provisions;(c) State that the claimant is entitled to receive, upon request and free of charge, and havereasonable access to and copies of all documents, records and other information relevant to theclaim 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 hasnot received a response within 60 days may request a review by notice given in writing orelectronic form to the Administrative Committee. Such request must be made within 60 days afterreceipt by the claimant of the written or electronic notice of denial, or in the event the claimanthas not received a response, 60 days after receipt by the Administrative Committee of theclaimant’s claim or request. The claim or request shall be reviewed by the AdministrativeCommittee which may, but shall not be required to, grant the claimant a hearing. On review, theclaimant may have representation, examine pertinent documents, and submit issues and comments inwriting.ARTICLE XMISCELLANEOUS PROVISIONSSec. 10.01 Nonalienation of Benefits. None of the payments, benefits or rights of anyParticipant under the Plan shall be subject to any claim of any creditor, and, in particular, tothe fullest extent permitted by law, all such payments, benefits and rights shall be free fromattachment, garnishment, trustee’s process, or any other legal or equitable process available toany creditor of such Participant. No Participant shall have the right to alienate, anticipatecommute, pledge, encumber or assign any of the benefits or payments which he or she may expect toreceive, contingently or otherwise, under the Plan, except any right to designate a beneficiary orbeneficiaries in connection with any form of benefit payment providing benefits after theParticipant’s death.Sec. 10.02 No Contract of Employment. Neither the establishment of the Plan, nor anymodification thereof, nor the creation of any fund, trust or account, nor the payment of anybenefits shall be construed as giving any Participant or Employee, or any person whomsoever, theright to be retained in the service of AGP, and all Participants and other Employees shall remainsubject to discharge to the same extent as if the Plan had never been adopted.Sec. 10.03 Severability of Provisions. If any provision of the Plan shall be heldinvalid or unenforceable, such invalidity or unenforceability shall not affect any other provisionshereof, and the Plan shall be construed and enforced as if such provision had not been included.Sec. 10.04 Heirs, Assigns and Personal Representatives. The Plan shall be bindingupon the heirs, executors, administrators, successors and assigns of the parties, including eachParticipant, present and future.
 
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Sec. 10.05 Headings and Captions. The headings and captions herein are provided forreference and convenience only, shall not be considered part of the Plan, and shall not be employedin the construction of the Plan.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 includethe plural, and vice-versa.Sec. 10.07 Controlling Law. The Plan shall be construed and enforced according to thelaws of the Commonwealth of Pennsylvania to the extent not preempted by federal law, which shallotherwise 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 aminor, an incompetent person or other person incapable of receipting therefor shall be deemed paidwhen paid to such person’s guardian or to the party providing or reasonably appearing to providefor the care of such person, and such payment shall fully discharge AGP, the Board, theAdministrative Committee, the Compensation/Pension Committee and all other parties with respectthereto.Sec. 10.09 Reliance on Data and Consents. AGP, the Board, the Compensation/PensionCommittee, the Administrative Committee, all fiduciaries with respect to the Plan, and all otherpersons or entities associated with the operation of the Plan, and the provision of benefitsthereunder, may reasonably rely on the truth, accuracy and completeness of all data provided by theParticipant, including, without limitation, data with respect to age, health and marital status.Furthermore, AGP, the Board, the Compensation/Pension Committee, the Administrative Committee andall fiduciaries with respect to the Plan may reasonably rely on all consents, elections anddesignations filed with the Plan or those associated with the operation of the Plan by anyParticipant, or the representatives of any such person without duty to inquire into the genuinenessof any such consent, election or designation. None of the aforementioned persons or entitiesassociated with the operation of the Plan or the benefits provided under the Plan shall have anyduty to inquire into any such data, and all may rely on such data being current to the date ofreference, it being the duty of the Participants to advise the appropriate parties of any change insuch data.Sec. 10.10 Lost Payees. A benefit (including accrued interest) shall be deemedforfeited if the Board or the Administrative Committee is unable to locate a Participant to whompayment is due; provided, however, that such benefit shall be reinstated if a claim is made by theproper payee for the forfeited benefit.Sec. 10.11 Obligations of AGP. If a Participant becomes entitled to a distribution ofbenefits under the Plan, and if at such time the Participant has outstanding any debt, obligation,or other liability representing an amount owing to AGP, then AGP may offset such amount owed to itagainst the amount of benefits otherwise distributable. Such determination shall be made by theAdministrative Committee.Sec. 10.12 Withholding. AGP shall withhold from any payment made pursuant to thisPlan any taxes required to be withheld from such payments under local, state or Federal law.
 
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Taxation. The Plan is intended to comply with the requirements of section 409A of theCode. Notwithstanding any provision of the Plan to the contrary, allocations to the Plan shall bemade consistent with the requirements of section 409A of the Code, and distributions may only bemade under the Plan upon an event and in a manner permitted by section 409A of the Code. In noevent shall a Participant, directly or indirectly, designate the calendar year of payment, exceptas permitted under section 409A of the Code.**[SIGNATURE PAGE FOLLOWS]**
 
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IN WITNESS WHEREOF, and as evidence of its adoption of the Plan, AGP has caused the same to beexecuted by its duly authorized officer and its corporate seal to be affixed hereto as of the _____ day of                                         , 2008.       Attest: AMERIGAS PROPANE, INC.           By:     Robert H. Knauss    President and Chief Executive Officer  Secretary      
 
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