Exhibit 10.31**CHANGE IN CONTROL AGREEMENT**     THIS AGREEMENT (“Agreement”), made and entered into this 9th day of October, 2006(the “Effective Date”), by and between Ferrellgas, Inc. (the “Company”) and Tod D. Brown (the“Executive”);WITNESSETH THAT:     WHEREAS, the Company wishes to assure itself of the continuity of the Executive’s service inthe event of a Change in Control (as defined below); and     WHEREAS, the Company and the Executive accordingly desire to enter into this Agreement on theterms and conditions set forth below;     NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, IT ISHEREBY AGREED by and between the parties as follows:     1. Agreement Term. The “Agreement Term” shall begin on the Effective Date and shallcontinue through December 31, 2007, subject to the following:(a) As of December 31, 2007, and on each December 31 thereafter, the Agreement Term shallautomatically be extended for one additional year unless, not later than the preceding June30, either party shall have given notice that such party does not wish to extend the AgreementTerm.(b) If a Change in Control occurs during the Agreement Term (as it may be extended from time totime), the Agreement Term shall continue for a period of twenty-four calendar months beyondthe calendar month in which such Change in Control occurs and, following an extension inaccordance with this subparagraph (b), no further extensions shall occur under subparagraph1(a).     2. Certain Definitions. In addition to terms otherwise defined herein, the followingcapitalized terms used in this Agreement shall have the meanings specified:(a) Cause. The term “Cause” shall mean: (i) the willful and continued failure by the Executive to substantially performhis duties for the Company (other than any such failure resulting from the Executive’sbeing disabled) within a reasonable period of time after a written demand forsubstantial performance is delivered to the Executive by the Board of Directors of theCompany (the “Board”), which demand specifically identifies the
 

 
   manner in which the Board believes that the Executive has not substantiallyperformed his duties; (ii) the willful engaging by the Executive in conduct which is demonstrably andmaterially injurious to the Company, monetarily or otherwise; or  (iii) the engaging by the Executive in egregious misconduct involving seriousmoral turpitude to the extent that, in the reasonable judgment of the Board, theExecutive’s credibility and reputation no longer conform to the standard of theCompany’s executives.For purposes of this Agreement, no act, or failure to act, on the Executive’s part shall bedeemed “willful” unless done, or omitted to be done, by the Executive not in good faith andwithout reasonable belief that the Executive’s action or omission was in the best interestof the Company.(b) Change in Control. The term “Change in Control” shall mean any of the following thatoccur after the Effective Date: (i) any merger or consolidation of Ferrell Companies, Inc. in which such entityis not the survivor;  (ii) any sale of all or substantially all of the common stock of FerrellCompanies, Inc. by the Employee Stock Ownership Trust;  (iii) a sale of all or substantially all of the common stock of Ferrellgas, Inc.;  (iv) a replacement of the Company as the General Partner of Ferrellgas Partners,L.P.; or  (v) a public sale of at least 51 percent of Ferrell Companies, Inc. equity.(c) COBRA. The term “COBRA” means continuing group health coverage required by section4980B of the Code or sections 601 et. seq. of the Employee Retirement IncomeSecurity Act of 1974, as amended. (d) Code. The term “Code” means the Internal Revenue Code of 1986, as amended.(e) Covered Termination. The Executive will incur a “Covered Termination” upon hisTermination Date if the Termination Date occurs (i) during the Agreement Term, (ii) upon orfollowing a Change in Control, and (iii) on account of termination of employment by theExecutive for Good Reason or by Company for reasons other than for Cause.
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(f) Good Reason. The term “Good Reason” shall mean: (a) The relocation of the Executive’s principal office location to a locationwhich is more than 50 highway miles from the location of the Executive’s principaloffice location immediately prior to the Change in Control; or  (b) A reduction in excess of 10% in the Executives’ base salary and targetincentive potential as compared to his base salary and target incentive in effectimmediately prior to the Change in Control.(g) Termination Date. The term “Termination Date” means the date on which theExecutive’s employment with the Company and its affiliates terminates for any reason,including voluntary resignation. If the Executive becomes employed by the entity into whichthe Company merged, or the purchaser of substantially all of the assets of the Company, or asuccessor to such entity or purchaser, the Executive’s Termination Date shall not be treatedas having occurred for purposes of this Agreement until such time as the Executive terminatesemployment with the successor and its affiliates (including, without limitation, the mergedentity or purchaser). If the Executive is transferred to employment with an affiliate(including a successor to the Company, and regardless of whether before, on, or after a Changein Control), such transfer shall not constitute the Executive’s Termination Date for purposesof this Agreement.     3. Payments and Benefits. If a Covered Termination occurs, the Executive shall beentitled to the following payments and benefits, conditioned upon the Executive signing anAgreement and Release:(a) The Executive will be entitled to a payment equal to two times the Executive’s annual basesalary in effect immediately prior to the Change in Control; (b) The Executive will be entitled to a payment equal to two times the Executive’s target bonus,at his target bonus rate in effect immediately prior to the Change in Control; and (c) For the two year period following the Termination Date, the Executive shall be entitled toreceive reimbursement (grossed-up for taxes) for group medical coverage for himself and hisdependents which is not materially less favorable to the Executive than the group medicalcoverage which was provided by the Company to the Executive immediately prior to the Change inControl. The coverage provided pursuant to this subparagraph (c) shall be part of, and not inaddition to, any coverage to which the Executive (or his dependents) are entitled to receivepursuant to COBRA.Payments pursuant to subparagraphs (a) and (b) next above shall be made in substantially equalmonthly installments beginning with the month following the
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month in which the Termination Date occurs; provided, however, that, to the extent required bysection 409A of the Code, payments for the six month period beginning on the Termination Date shallbe made in a lump sum on the date that is six months and one day after the Termination Date.     4. Mitigation. The Executive shall not be required to mitigate the amount of anypayment provided for in this Agreement by seeking other employment or otherwise. None of theCompany or any of its affiliates shall be entitled to set off against the amounts payable to theExecutive under this Agreement any amounts owed to the Company or any of its affiliates by theExecutive, any amounts earned by the Executive in other employment after his Termination Date, orany amounts which might have been earned by the Executive in other employment had he sought suchother employment.     5. Tax Payments. If:(a) any payment or benefit to which the Executive is entitled from the Company, any affiliate, ortrusts established by the Company or by any affiliate (the “Payments,” which shall include,without limitation, the vesting of an option or other non-cash benefit or property) aresubject to the tax imposed by section 4999 of the Internal Revenue Code of 1986 or anysuccessor provision to that section; and (b) reduction of the Payments to the amount necessary to avoid the application of such tax wouldresult in the Executive retaining an amount that is greater than the amount he would retain ifthe Payments were made without such reduction but after the reduction for the amount of thetax imposed by section 4999;then the Payments shall be reduced to the extent required to avoid application of the tax imposedby section 4999. The Executive shall be entitled to select the order in which payments are to bereduced in accordance with the preceding sentence. Determination of whether Payments would resultin the application of the tax imposed by section 4999, and the amount of reduction that isnecessary so that no such tax would be applied, shall be made, at the Company’s expense, by theindependent accounting firm employed by the Company immediately prior to the occurrence of theChange in Control.     6. Other Benefits. Except as may be otherwise specifically provided in an amendmentof this Agreement adopted in accordance with paragraph 10, in the event of a Covered Termination,the Executive shall not be eligible to receive any benefits that may be otherwise payable to or onbehalf of the Executive pursuant to the terms of any severance pay arrangement of the Company (orany affiliate of the Company), including any arrangement of the Company (or any affiliate of theCompany) providing benefits upon involuntary termination of employment.
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     7. Withholding. All payments to the Executive under this Agreement will be subject toall applicable withholding of applicable taxes.     8. Assistance with Claims. The Executive agrees that, for the period beginning on theEffective Date, and continuing for a reasonable period after the Executive’s Termination Date, theExecutive will assist the Company and its affiliates in defense of any claims that may be madeagainst the Company or its affiliates and will assist the Company and its affiliates in theprosecution of any claims that may be made by the Company or its affiliates, to the extent thatsuch claims may relate to services performed by the Executive for the Company or its affiliates.The Executive agrees to promptly inform the Company if he becomes aware of any lawsuits involvingsuch claims that may be filed against the Company or its affiliates. The Company agrees to providelegal counsel to the Executive in connection with such assistance (to the extent legallypermitted), and to reimburse the Executive for all of his reasonable out-of-pocket expensesassociated with such assistance, including travel expenses. For periods after the Executive’semployment with the Company terminates, the Company agrees to provide reasonable compensation tothe Executive for such assistance. The Executive also agrees to promptly inform the Company if heis asked to assist in any investigation of the Company or its affiliates (or their actions) thatmay relate to services performed by the Executive for the Company or its affiliates*,*regardless ofwhether a lawsuit has then been filed against the Company or its affiliates with respect to suchinvestigation.     9. Nonalienation. The interests of the Executive under this Agreement are not subjectin any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,attachment, or garnishment by creditors of the Executive or the Executive’s beneficiary.     10. Amendment. This Agreement may be amended or canceled only by mutual agreement ofthe parties in writing without the consent of any other person. So long as the Executive lives, noperson, other than the parties hereto, shall have any rights under or interest in this Agreement orthe subject matter hereof. Without limiting the generality of the foregoing, it is the intent ofthe parties that all payments hereunder comply with the requirements of section 409A of the Codeand applicable guidance issued thereunder and, to the extent applicable, this Agreement shall beamended as the parties deem necessary or appropriate to comply with the requirements of section409A and applicable guidance issued thereunder in a manner that preserves to the extent possiblethe intended benefits of this Agreement for the parties.     11. Applicable Law. The provisions of this Agreement shall be construed in accordancewith the laws of the State of Kansas, without regard to the conflict of law provisions of anystate.     12. Severability. The invalidity or unenforceability of any provision of thisAgreement will not affect the validity or enforceability of any other provision
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of this Agreement, and this Agreement will be construed as if such invalid or unenforceableprovision were omitted (but only to the extent that such provision cannot be appropriately reformedor modified).     13. Obligation of Company. Except as otherwise specifically provided in thisAgreement, nothing in this Agreement shall be construed to affect the Company’s right to modify theExecutive’s position or duties, compensation, or other terms of employment, or to terminate theExecutive’s employment. Nothing in this Agreement shall be construed to require the Company or anyother person to take steps or not take steps (including, without limitation, the giving orwithholding of consents) that would result in a Change in Control.     14. Waiver of Breach. No waiver by any party hereto of a breach of any provision ofthis Agreement by any other party, or of compliance with any condition or provision of thisAgreement to be performed by such other party, will operate or be construed as a waiver of anysubsequent breach by such other party of any similar or dissimilar provisions and conditions at thesame or any prior or subsequent time. The failure of any party hereto to take any action by reasonof such breach will not deprive such party of the right to take action at any time while suchbreach continues.     15. Successors, Assumption of Contract. This Agreement is personal to the Executiveand may not be assigned by the Executive without the written consent of the Company. However, tothe extent that rights or benefits under this Agreement otherwise survive the Executive’s death,the Executive’s heirs and estate shall succeed to such rights and benefits pursuant to theExecutive’s will or the laws of descent and distribution; provided that the Executive shall havethe right at any time and from time to time, by notice delivered to the Company, to designate or tochange the beneficiary or beneficiaries with respect to such benefits. This Agreement shall bebinding upon and inure to the benefit of the Company and any successor of the Company, subject tothe following:(a) The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business or assets of theCompany to expressly assume and agree to perform this Agreement in the same manner and to thesame extent that the Company would be required to perform it if no such succession had takenplace. (b) After a successor assumes this Agreement in accordance with this paragraph 15, only suchsuccessor shall be liable for amounts payable after such assumption, and no other companies(including, without limitation, the Company and any other predecessors) shall have liabilityfor amounts payable after such assumption. (c) Notwithstanding the foregoing provisions of this paragraph 15, if the successor is requiredto assume the obligations of this Agreement under
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  subparagraph (a), and fails to execute and deliver to the Executive a writtenacknowledgment of the assumption upon the Change in Control or, if later, promptlyfollowing demand by the Executive for execution and deliver of such an acknowledgment, thenthe successor shall not be substituted as the Company, the Executive shall be entitled topayments and benefits as provided under paragraph 3, and if the Executive is then employedby the Company (or successor), the Executive’s employment shall be deemed to have beenterminated by the Company under circumstances described in clause 4(I), and the Executiveshall not be required to perform services under this Agreement after such deemedtermination.     16. Notices. Notices and all other communications provided for in this Agreementshall be in writing and shall be delivered personally or sent by registered or certified mail,return receipt requested, postage prepaid (provided that international mail shall be sent viaovernight or two-day delivery), or sent by facsimile or prepaid overnight courier to the parties atthe addresses set forth below. Such notices, demands, claims and other communications shall bedeemed given:(a) in the case of delivery by overnight service with guaranteed next day delivery, the next dayor the day designated for delivery;(b) in the case of certified or registered U.S. mail, five days after deposit in the U.S. mail;or(c) in the case of facsimile, the date upon which the transmitting party received confirmation ofreceipt by facsimile, telephone or otherwise;provided, however, that in no event shall any such communications be deemed to be given later thanthe date they are actually received. Communications that are to be delivered by the U.S. mail orby overnight service or two-day delivery service are to be delivered to the addresses set forthbelow:to the Company:Gene Caresia