Exhibit 10.25

# AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the or this
Agreement) is made and entered into on this 11th day of October,
2004, to become effective on November 1, 2004 (Effective Date), by and among
FERRELLGAS, INC. (FGI), a corporation organized and existing under the
laws of the State of Delaware; FERRELL COMPANIES, INC. (FCI), a
corporation organized and existing under the laws of the state of Kansas, (FGI and FCI are
each referred to in this Agreement individually as the Company or collectively
as the Companies, as the context so requires), andBILLY D. PRIM(the Executive), an individual residing at Winston-Salem, North Carolina.

# R E C I T A L S:

FGI
is a wholly-owned  subsidiary of FCI. FGI serves as the general  partner of Ferrellgas
 Partners,  L.P., a Delaware limited partnership (Ferrellgas Partners), and
Ferrellgas, L.P., a Delaware limited partnership (Ferrellgas). Ferrellgas
Partners and Ferrellgas are referred to in this Agreement collectively as the Partnerships. The
Partnerships are engaged primarily in the sale, distribution and marketing of propane gas
and related products. The Companies, through the Partnerships, conduct such business
throughout the United States.

The
Companies, through the Partnerships, have expended a great deal of time, money, and effort
to develop and maintain proprietary Confidential Information which, if misused or
disclosed, could be harmful to the Business. The success of the Companies depends to a
substantial extent upon the protection of the Confidential Information and customer
goodwill by all of their employees and the employees of the Partnerships.

The
Executive has heretofore been employed as the Executive Vice President of FGI and as the
Chief Executive Officer of the Blue Rhino Division of Ferrellgas under the terms of his
Employment Agreement dated February 8, 2004. The Companies and the Executive have agreed
to enter into this Agreement to provide for the continued employment of the Executive
under changed terms and conditions.

The
Executive desires to be eligible for opportunities within the Companies which otherwise
would not be available to the Executive and to be given access to Confidential Information
of the Companies and the Partnerships which is necessary for the Executive to perform his
duties, but which the Companies would not continue to make available to the Executive but
for the Executives signing and agreeing to abide by the terms of this Agreement as a
condition of the Executives employment with the Companies.

The
Executive recognizes and acknowledges that the Executives position with the
Companies will provide the Executive with access to Confidential Information of the
Companies and the Partnerships.

The
Companies compensate their employees to, among other things, develop and preserve goodwill
with their customers on each respective Companys behalf and business information for
each respective Companys ownership and use.

NOW,
THEREFORE, in consideration of the mutual covenants and obligations herein and the
compensation the Companies agree herein to pay the Executive, and of other good and
valuable consideration, the receipt of which is hereby acknowledged, the Companies and the
Executive agree as follows:

# ARTICLE 1

# DEFINITIONS

Wherever
used in this Agreement, including the Recitals and this ARTICLE 1, the following terms
shall have the meanings set forth below (unless otherwise indicated by the context):

1.1        Hourly
Compensation means the hourly compensation payable to the Executive for hours
worked as provided in Section 5.1. The Hourly Compensation shall be calculated by
prorating a base annual salary of $600,000.00 for actual hours worked.

1.2        "Board"means the Board of Directors of FGI.

1.3        Business means
any business, service or product engaged in, provided or produced by the Companies,
including, but not limited to, the retail sale and wholesale of propane, the propane
cylinder exchange business, the manufacturing or sale of any product lines from the Blue
Rhino division of Ferrellgas (the Blue Rhino Division), including, mosquito
extermination devices, propane powered heat lamps, and gas grills, and any other business
in which the Blue Rhino Division engages.

1.4        Companiesmeans
collectively Ferrellgas, Inc. (FGI), a Delaware corporation, and Ferrell
Companies, Inc. (FCI), a Kansas corporation. Company means
each of FGI and FCI individually.

1.5        Confidential
Information means all information, observations and data (whether in human or
machine readable form) obtained by the Executive while employed by the Companies
concerning the business or affairs of the Companies, a Partnership, or any other
affiliate, including any information pertaining to the Business which is not generally
known in the propane industry, including, but not limited to, trade secrets, internal
processes, designs, design information, products, inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports, and all similar or related
information which related or relates to the Companies actual or anticipated
business, research and development or existing or future products or services and which
are conceived, developed or made by the Executive, whether prior to or during the Term,
data, research and development plans and activities, equipment modifications, techniques,
software and computer programs and derivative works, business and marketing plans,
projections, sales data and reports, confidential evaluations, compilations and/or
analyses of technical or business information, profit margins, customer requirements,
costs, profitability, sales and marketing strategies, pricing policies, strategic plans,
training materials, internal financial information, operating and financial data and
projections, names and addresses of customers, inventory lists, sources of supplies,
supply lists, employee lists, mailing lists, and information concerning relationships
between any Company or Partnership and their employees or customers which gives or may
give the Companies or the Partnerships an advantage over competitors, and all other
information owned by the Companies which is not public information.

1.6        Customersmeans
and includes any and all Persons who are customers, patrons or distribution partners of
the Companies or the Partnerships with respect to the Business.

1.7        Person means
any individual, partnership, joint venture, corporation, company, firm, group or other
entity.

1.8        Products means
propane gas cylinders and any other products of the Companies and the Blue Rhino
Division, including mosquito extermination devices, propane powered heat lamps, and gas
grills.

1.9        "Term"means the term of the Executive's employment under this Agreement as provided in Section
4.1.

1.10        "Termination
Date"means the date the Term expires pursuant to the provisions of ARTICLE 4.

1.11        "Time
Period"means the Term and the thirty-six-month period next following the expiration of
the Term.

1.12        Total
Disability means and occurs as of the date the Board has determined that the
Executive is unable to perform the essential functions of his duties, even with
reasonable accommodation, due to a mental or physical illness or incapacity for a period
of more than (i) twelve (12) consecutive weeks or (ii) 75% of the business days in any
120-day period.

1.13        Trade
Areameans the United States of America or any other country in which the
Companies conduct or have made any material investment in plans to conduct the Business
on the date of the Executives termination.

# ARTICLE 2

# EMPLOYMENT OF EXECUTIVE

Subject
to the terms and conditions set forth in this Agreement, the Companies hereby employ the
Executive and the Executive hereby accepts such employment for the period stated in
ARTICLE 4 of this Agreement, under these amended and restated terms.

# ARTICLE 3

# POSITION,
RESPONSIBILITIES AND DUTIES

3.1        Position
and Responsibilities. During the Term (as defined in Sections 1.9 and 4.1), the
Executive shall serve as Executive Vice President of FGI and as the Chief Executive
Officer of the Blue Rhino Division of Ferrellgas on the conditions herein provided. The
Executive shall provide executive services in the general management and operation of the
Companys Business assigned to him from time to time by the FGI Chief Executive
Officer, but shall not be obligated to any specific hour requirement during any given
workweek.

3.2        Location
of Blue Rhino Division.The parties agree that the Blue Rhino Division shall at all
times be based in Winston-Salem, North Carolina.

# ARTICLE 4

# TERM

4.1        Term
of Employment. The Term shall commence as of November 1, 2004 and shall continue
until: (i) February 7, 2007; (ii) the date of death of the Executive; (iii) the
specified date of termination under the Notice Exception (as defined in Section 4.2); or
(iv) the date of termination as a result of the Executives Total Disability,
whichever is earlier.

4.2        Termination
by Giving Notice. If the Executive or the Companies desires to terminate Executives
employment prior to the expiration of the Term, they shall give not less than sixty (60)
days written notice of such desire to the other specifying the date of termination (the
Notice Exception).

4.3        Death
or Total Disability.This Agreement will be immediately terminated upon the death or
Total Disability of the Executive.

4.4        Notice
of Termination. Any termination by the Companies or by the Executive shall be
communicated by Notice of Termination to the other party hereto. For purposes of this
section, a Notice of Termination means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances providing a basis for termination of the
Executives employment under the provision so indicated; and (iii) if the
termination date is other than the date of receipt of such notice, specifies the
effective date of termination.

# ARTICLE 5

# COMPENSATION

For
all services rendered by the Executive during the Term, including without limitation,
services as an executive, officer, director (except fees and reimbursements to which all
members of the Board, or a subsidiary or affiliate of the Companies, are generally
entitled) or member of any committee of the Companies or of any subsidiary, affiliate, or
division thereof, the Companies shall pay the Executive as compensation the following:

5.1        Hourly
Compensation. The Executive shall be paid the Hourly Compensation for his services
during the Term. The Hourly Compensation shall be paid for any hours worked by the
Executive and reported by the Executive to the FGI Chief Executive Officer. Executive is
obligated to report any hours worked during any month by the fifteenth (15th)
day of the following month.

5.2        Incentive
Compensation Plan. In addition to the Hourly Compensation provided for in Section
5.1, the Executive shall be entitled to participate in the Companys 1998 Incentive
Compensation Plan (the ICP) and receive such awards as may be granted to the
Executive from time to time under the ICP. Any such awards shall be granted in the manner
specified in the ICP. Subject to approval by the Board, the Executive shall be eligible
to receive, in accordance with the terms of the ICP (subject to adjustment for stock
splits and the like) stock options to purchase a number of shares of FCI, commensurate
with his responsibilities, on a 12-year vesting schedule and at an exercise price to be
determined by the Board.

# ARTICLE 6

# REIMBURSEMENT OF
EXPENSES,OFFICE AND SECRETARIAL
ASSISTANCE

The
Companies recognize that the Executive will incur, from time to time, expenses for the
benefit of the Companies and in furtherance of the Companies business, including,
but not limited to, expenses for entertainment, travel and other business expenses
consistent with the Companies past practices. During the Term, the Executive will be
reimbursed for his reasonable expenses incurred for the benefit of the Companies, so long
as such expenses are approved by the FGI Chief Executive Officer. To receive such
reimbursement, the Executive must present to the FGI Chief Executive Officer an itemized
accounting, in such detail as the FGI Chief Executive Officer may reasonably request, of
such expenditures. Executive is obligated to provide such itemized accounting of such
expenses incurred during any month by the fifteenth (15th) day of the following
month. In the event of the termination of the Executives employment for any reason,
the Companies shall reimburse the Executive (or in the event of death, his personal
representative) for expenses incurred by the Executive on behalf of the Companies prior to
the Termination Date to the extent such expenses have not been previously reimbursed by
the Companies.

# ARTICLE 7

# OTHER EMPLOYEE BENEFITS

The
Executive shall be entitled to participate in any and all retirement, health, disability,
life insurance, long-term disability insurance, nonqualified deferred compensation and
tax-qualified retirement plans or any other plans or benefits offered by the Company to
its senior executives generally, if and to the extent the Executive is eligible to
participate in accordance with the terms and provisions of any such plan or benefit
program, except that Executive will be deemed eligible to participate in the
Companies health plan regardless of the number of hours he works in any given year
during the Term. Nothing in this ARTICLE 7 is intended, or shall be construed, to
require the Company to institute or maintain any particular plan, program or benefit.
Benefits payable pursuant to this Agreement shall be in addition to benefits payable to
the Executive under all other employee benefit plans or programs of the Company.

# ARTICLE 8

# SPECIAL PROVISIONS
RELATING TO STOCK OPTIONS

8.1        Non-Vested
Options Blue Rhino Options Granted Prior to April 20, 2004. On April 20, 2007, the
Executive shall be entitled to receive from the Company payment in the amount of Nine
Hundred Sixty-Seven Thousand Six Hundred Thirty and No/100 Dollars ($967,630.00), in full
payment for Non-Vested Blue Rhino Options granted prior to April 20, 2004. Payment of
such amount shall be made to the Executive in cash in a lump sum as soon as practicable
following April 20, 2007, whether or not the Executive shall then be employed by the
Companies pursuant to the terms of this Agreement and whether or not this Agreement is
still in effect.

# ARTICLE 9

# EXECUTIVES
OBLIGATIONS

All
payments and benefits to the Executive under this Agreement shall be subject to the
Executives compliance with the following provisions during the Term and, except as
otherwise provided in this ARTICLE 9, following the termination of the Executives
employment:

9.1        Assistance
in Litigation. The Executive shall, upon reasonable notice, furnish such information
and assistance to the Company as may reasonably be required by the Company in connection
with any litigation in which it is, or may become, a party, and which arises out of facts
and circumstances known to the Executive. The Company shall promptly reimburse the
Executive for his out-of-pocket expenses incurred in connection with the fulfillment of
his obligations under this Section.

9.2        Confidential
Information.The Executive acknowledges that all Confidential Information has a
commercial value in the Companies Business and is the sole property of the
Companies. The Executive agrees that he shall not disclose or reveal, directly or
indirectly, to any unauthorized person any Confidential Information, and the Executive
confirms that such information constitutes the exclusive property of the Companies;
provided, however, that the foregoing shall not prohibit the Executive from disclosing
such information to third parties or governmental agencies in furtherance of the
interests of the Companies or as may be required by law.

9.3        Non-Competition
and Non-Solicitation.

| | (a)       
               The Executive acknowledges that in the course of his employment with the
               Companies he will become familiar with Confidential Information and that his
               services will be of special, unique and extraordinary value to the Companies.
               Therefore, the Executive agrees that, during the Time Period, the Executive
               shall not directly or indirectly own, manage, control, or engage in any business
               with any Person (including by himself or in association with any Person, firm,
               corporate or other business organization or through any other entity) whose
               business is substantially similar to any segment of the Business in which the
               Companies engage, as such Business exists or is in process on the date of the
               termination of the Executives employment, within the Trade Area.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               During the Time Period, the Executive shall not invest, directly or indirectly,
               in any corporation or other entity which is engaged in the Business.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               During the Time Period, the Executive shall not directly or indirectly through
               another entity (i) induce or attempt to induce any employee of the
               Companies or any affiliate of the Companies to leave the employ of the Companies
               or such affiliate, or in any way interfere with the relationship between the
               Companies and any employee thereof, without the written permission of the Chief
               Executive Officer of FGI; (ii) hire any person who was an employee of the
               Companies at any time within the six-month period prior to the date of
               termination of the Executives employment with the Companies or any
               affiliate thereof, or (iii) induce or attempt to induce any Customer,
               supplier, licensee, licensor, franchisee, franchisor or other business relation
               of the Companies or any affiliate to cease doing business with the Companies or
               such affiliate, or in any way interfere with the relationship between any such
               Customer, supplier, licensee, licensor, franchisee, franchisor or business
               relation and the Companies or any affiliate thereof.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               The Companies and the Executive agree that: (i) the covenants set forth in
               this Section 9.3 are reasonable in geographical and temporal scope and in all
               other respects, (ii) the Companies would not have entered into this
               Agreement but for the covenants of the Executive contained herein, and (iii) the
               covenants contained herein have been made in order to induce the Companies to
               enter into this Agreement.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               If, at the time of enforcement of this Section 9.3, a court or arbiter shall
               hold that the duration, scope or area restrictions stated herein are
               unreasonable under circumstances then existing, the parties agree that the
               maximum duration, scope or area reasonable under such circumstances shall be
               substituted for the stated duration, scope or area and that the court shall be
               allowed to revise the restrictions contained herein to cover the maximum period,
               scope and area permitted by law.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               The Executive hereby agrees that he shall at no time either prior to or
               following expiration of the Time Period use the name Ferrellgas,
               Blue Rhino or any other name used by the Companies in any business
               venture unrelated to FGI engaged in by the Executive without the prior written
               consent of FGI.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9.4        Failure
to Comply. In the event that the Executive shall fail to comply with any provision of
this ARTICLE 9, and such failure shall continue for ten (10) days following delivery of
notice thereof by the Companies to the Executive, all rights of the Executive and any
person claiming under or through him to the payments or benefits described in this
Agreement shall thereupon terminate and no person shall be entitled thereafter to receive
any payments or benefits hereunder. In addition to the foregoing, in the event of a
breach by the Executive of the provisions of this ARTICLE 9, the Companies shall have and
may exercise any and all other rights and remedies available to the Companies at law or
otherwise, including but not limited to obtaining an injunction from a court of competent
jurisdiction enjoining and restraining the Executive from committing such violation, and
the Executive hereby consents to the issuance of such injunction.

9.5        Accounting
for Profits.The Executive covenants and agrees that, if any of the covenants or
agreements under this ARTICLE 9 are violated by the Executive, the Companies shall be
entitled to an accounting and repayment of all profits, compensation, commissions,
remuneration or benefits that the Executive, directly or indirectly, has realized and/or
may realize as a result of, growing out of, or in connection with, any such violation;
such remedy shall be in addition to and not in limitation of any injunctive relief or
other rights or remedies that the Companies are or may be entitled at law, in equity or
under this Agreement.

# ARTICLE 10

# ATTORNEYS FEES

In
the event that the Executive incurs any attorneys fees in protecting or enforcing
his rights under this Agreement, the Companies shall reimburse the Executive for such
reasonable attorneys fees and for any other reasonable expenses related thereto.
Such reimbursement shall be made within thirty (30) days following final resolution of the
dispute or occurrence giving rise to such fees and expenses.

# ARTICLE 11

# DECISIONS BY COMPANY

Any
powers granted to the Board hereunder may be exercised by a committee, appointed by the
Board, and such committee, if appointed, shall have general responsibility for the
administration and interpretation of this Agreement.

# ARTICLE 12

# INDEMNIFICATION

The
Companies shall indemnify the Executive during his employment and thereafter to the
maximum extent permitted by applicable law for any and all liability of the Executive
arising out of, or in connection with, his employment by the Companies or membership on
the Board; provided, that in no event shall such indemnity of the Executive at any time
during the period of his employment by the Companies be less than the maximum indemnity
provided by the Companies at any time during such period to any other officer or director
under an indemnification insurance policy or the bylaws or charter of the Companies or by
agreement.

# ARTICLE 13

# SOURCE OF PAYMENTS; NO
TRUST

The
obligations of the Companies to make payments hereunder shall constitute a liability of
the Companies to the Executive. Such payments shall be from the general funds of the
Companies, and the Companies shall not be required to establish or maintain any special or
separate fund, or otherwise to segregate assets to assure that such payments shall be
made, and neither the Executive nor his designated beneficiary shall have any interest in
any particular asset of the Companies by reason of their obligations hereunder. Nothing
contained in this Agreement shall create or be construed as creating a trust of any kind
or any other fiduciary relationship between the Companies and the Executive or any other
person. To the extent that any person acquires a right to receive payments from the
Companies hereunder, such right shall be no greater than the right of an unsecured
creditor of the Companies.

# ARTICLE 14

# SEVERABILITY

All
agreements and covenants contained herein are severable, and in the event any of them
shall be held to be invalid by any competent court, this Agreement shall be interpreted as
if such invalid agreements or covenants were not contained herein.

# ARTICLE 15

# ASSIGNMENT PROHIBITED

This
Agreement is personal to each of the parties hereto, and none of the parties may assign
nor delegate any of his, its or their rights or obligations hereunder without first
obtaining the written consent of the other parties; provided, however, that nothing in
this ARTICLE 15 shall preclude the executors, administrators, or other legal
representatives of the Executive or his estate from assigning any rights under this
Agreement to the person or persons entitled thereto.

# ARTICLE 16

# NO ATTACHMENT

Except
as otherwise provided in this Agreement or required by applicable law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge or hypothecation or to execution,
attachment, levy, or similar process or assignment by operation of law, and any attempt,
voluntary or involuntary, to effect any such action shall be null, void and of no effect.

# ARTICLE 17

# HEADINGS

The
headings of articles, paragraphs and sections herein are included solely for convenience
of reference and shall not control the meaning or interpretation of any of the provisions
of this Agreement.

# ARTICLE 18

# GOVERNING LAW

The
parties intend that this Agreement and the performance hereunder and all suits and special
proceedings hereunder shall be construed in accordance with and under and pursuant to the
laws of the State of Missouri and that in any action, special proceeding, or other
proceeding that may be brought arising out of, in connection with, or by reason of this
Agreement, the laws of the State of Missouri shall be applicable and shall govern to the
exclusion of the law of any other forum, without regard to the jurisdiction in which any
action or special proceeding may be instituted.

# ARTICLE 19

# BINDING EFFECT

This
Agreement shall be binding upon, and inure to the benefit of, the Executive and his heirs,
executors, administrators and legal representatives and the Company and its permitted
successors and assigns.

# ARTICLE 20

# MERGER OR CONSOLIDATION

The
Companies will not consolidate or merge into or with another corporation, or transfer all
or substantially all of its assets to another corporation (the Successor
Corporation) unless the Successor Corporation shall assume this Agreement, and upon
such assumption, the Executive and the Successor Corporation shall become obligated to
perform the terms and conditions of this Agreement.

# ARTICLE 21

# COUNTERPARTS

This
Agreement may be executed simultaneously in one or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the same
instrument.

# ARTICLE 22

# ENTIRE AGREEMENT

This
Agreement expresses the whole and entire agreement between the parties with reference to
the employment of the Executive after the Effective Date, supersedes and replaces any
prior employment agreement understanding or arrangement (whether written or oral) between
the Companies and Executive or any of their affiliates, including, without limitation, the
Employment Agreement between the Companies and the Executive dated February 8, 2004. All
such agreements, understandings and arrangements are terminated and are of no force and
effect as of the Effective Date of this Agreement. Each of the parties hereto has relied
on his or its own judgment in entering into this Agreement.

# ARTICLE 23

# NOTICES

All
notices, requests and other communications to any party under this Agreement shall be in
writing (including telefacsimile transmission or similar writing) and shall be given to
such party at its address or telefacsimile number set forth below or such other address or
telefacsimile number as such party may hereafter specify for the purpose by notice to the
other party:

| | (a)                        If
to the Executive:
| | -----------------------------------------------

| | Billy
 D. Primc/o Blue Rhino Corporation104 Cambridge
Plaza DriveWinston-Salem, North Carolina 27104Fax Number: (336) 659-6750
| | ------------------------------------------------------------------------------------------------------------------------------

| | (b)                   If
to FGI, to:
| | ------------------------------------

| | Ferrellgas,
Inc. One Liberty Plaza Liberty, Missouri 64068           Attention: Kenneth A. Heinz
| | ------------------------------------------------------------------------------------------------

| | (c)                   If
to FCI, to:
| | ------------------------------------

| | Ferrell
Companies, Inc. One Liberty Plaza Liberty, Missouri 64068           Attention: Kenneth A.
Heinz
| | -------------------------------------------------------------------------------------------------------

Each
such notice, request or other communication shall be effective (i) if given by mail, 72
hours after such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (ii) if given by any other means, when delivered at the address
specified in this ARTICLE 23.

# ARTICLE 24

# MODIFICATION OF
AGREEMENT

No
waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be
charged therewith. No evidence of any waiver or modification shall be offered or received
in evidence at any proceeding, arbitration, or litigation between the parties hereto
arising out of or affecting this Agreement, or the rights or obligations of the parties
hereunder, unless such waiver or modification is in writing, duly executed as aforesaid.
The parties further agree that the provisions of this ARTICLE 24 may not be waived except
as herein set forth.

# ARTICLE 25

# TAXES

To
the extent required by applicable law, the Company shall deduct and withhold all necessary
Social Security taxes and all necessary federal and state withholding taxes and any other
similar sums required by law to be withheld from any payments made pursuant to the terms
of this Agreement.

# ARTICLE 26

# MITIGATION

The
Executive shall not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise, and, subject to the provisions of
ARTICLE 9, any payment or benefit to be provided to the Executive pursuant to this
Agreement shall not be reduced by any compensation or other amount earned or collected by
the Executive at any time before or after the termination of the Executives
employment.

# ARTICLE 27

# ARBITRATION

(a)       
          Except as set forth in Section 9.3, arbitration shall be the sole and exclusive
          remedy for any dispute, claim, or controversy of any kind or nature (a
          Claim) arising out of, related to, or connected with the
          Executives employment relationship with the Companies, the termination of
          the Executives employment relationship with FGI or this Agreement,
          including any Claim against any parent, subsidiary, or affiliated entity of the
          Companies, or any director, officer, general or limited partner, employee or
          agent of the Companies or of any such parent, subsidiary or affiliated entity.

(b)       
          This agreement to arbitrate specifically includes (without limitation) any
          dispute between or among the parties to this Agreement relating to or in respect
          of this Agreement, its negotiation, execution, performance, subject matter, or
          any course of conduct or dealing or actions under or in respect of this
          Agreement, all claims under or relating to any federal, state or local law or
          regulation prohibiting discrimination, harassment or retaliation based on race,
          color, religion, national origin, sex, age, disability or any other condition or
          characteristic protected by law; demotion, discipline, termination or other
          adverse action in violation of any contract, law or public policy; entitlement
          to wages or other economic compensation; and any claim for personal, emotional,
          physical, economic or other injury.

(c)       
          This agreement to arbitrate does not apply to any legal action by the Companies
          seeking injunctive relief or damages for breach or enforcement of ARTICLE 9 of
          the Agreement. This agreement to arbitrate also does not apply to any claims by
          the Executive: (i) for workers compensation benefits; (ii) for
          unemployment insurance benefits; (iii) brought pursuant to the Employee
          Retirement Income Security Act (ERISA); (iv) under a non-ERISA
          benefit plan where the plan specifies a separate arbitration procedure; (v)
          filed with an administrative agency which are not legally subject to arbitration
          under this Agreement; or (vi) which are otherwise expressly prohibited by law
          from being subject to arbitration under this Agreement.

(d)       
          Any party may demand arbitration by sending notice to the other party as set
          forth in this Agreement. Any Claim submitted to arbitration shall be decided by
          a single, neutral arbitrator (the Arbitrator). The parties to the
          arbitration shall mutually select the Arbitrator not later than 45 days after
          service of the demand for arbitration. If the parties for any reason do not
          mutually select the Arbitrator within the 45 day period, then any party may
          apply to any court of competent jurisdiction to appoint a retired judge as the
          Arbitrator. The parties agree that arbitration shall be conducted in accordance
          with the American Arbitration Association Rules for the Resolution of Employment
          Disputes. The Arbitrator shall apply the substantive federal, state, or local
          law and statute of limitations governing any Claim submitted to arbitration. The
          arbitration shall take place at a mutually agreeable site in Chicago, Illinois,
          and shall be conducted within one hundred eighty (180) days of the receipt by a
          party of the other partys demand for arbitration. The Arbitrator, in
          making his decision, shall be bound to follow the substantive state and federal
          laws of jurisprudence as well as the applicable rules of evidence in arriving at
          a decision. The decision rendered shall be in writing and delivered to the
          parties within thirty (30) days after the conclusion of the arbitration. The
          award of the Arbitrator shall be final, and judgment upon the award rendered may
          be entered and enforced in any court, state or federal, having jurisdiction. In
          ruling on any Claim submitted to arbitration, the Arbitrator shall have the
          authority to award only such remedies or forms of relief as are provided for
          under the substantive law governing such Claim.

(e)       
          Any fees and costs incurred in the arbitration (e.g., filing fees, transcript
          costs and Arbitrators fees) will be shared equally by the Executive and
          the Companies, except that the Arbitrator may reallocate such fees among the
          parties if the Arbitrator determines that an equal allocation would impose an
          unreasonable financial burden on the Executive. Subject to the provisions of
          Article 10, the parties shall be responsible for their own attorneys
          fees and costs, except that the Arbitrator shall have the authority to award
          attorneys fees and costs to the prevailing party in accordance with the
          applicable law governing the dispute and the terms of this Agreement.

(f)       
          The Arbitrator, and not any federal or state court, shall have the exclusive
          authority to resolve any issue relating to the interpretation, formation or
          enforceability of this Agreement, or any issue relating to whether a Claim is
          subject to arbitration under this Agreement, except that any party may bring an
          action in any court of competent jurisdiction to compel arbitration in
          accordance with the terms of this Agreement.

# ARTICLE 28

# NEUTRAL CONSTRUCTION

Each
party acknowledges that in the negotiation and drafting of this Agreement, they have been
represented by and relied upon the advice of counsel of their choice. The parties affirm
that they and their counsel have had a substantial role in such negotiation and drafting
and, therefore, the parties agree that this Agreement shall be deemed to have been drafted
by all the parties hereto and the rule of construction to the effect that any contract
ambiguities are to be resolved, against the drafting party shall not be employed in the
interpretation of this Agreement or any exhibit hereto.

# ARTICLE 29

# RECITALS

The
Recitals to this Agreement are incorporated herein and shall constitute an integral part
of this Agreement.

IN
WITNESS WHEREOF, the parties have executed this Amended and Restated Employment Agreement
on the day and year first above written.

|                                                         |                      
|-------------------------------------------------------- | ---------------------
|FERRELL COMPANIES, INC.                                  | EXECUTIVE            
|By: /s/ James E. Ferrell                                 | By: /s/ Billy D. Prim
|Name: James E. FerrellTitle: Chairman, CEO and President | Name: Billy D. Prim  
|FERRELLGAS, INC.                                         |                      
|By: /s/ James E. Ferrell                                 |                      
|Name: James E. FerrellTitle: Chairman, CEO and President |                      

PLEASE NOTE: BY SIGNING THIS
AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING THAT HE (A) HAS RECEIVED A COPY OF THIS
AGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT
CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE
AGREEMENT TO ASK ANY QUESTIONS THE EXECUTIVE HAS ABOUT THE AGREEMENT AND HAS RECEIVED
SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS, AND (D) UNDERSTANDS THE EXECUTIVES
RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT.

THIS AGREEMENT CONTAINS A BINDING
ARBITRATION AGREEMENT.