Filed by Bowne Pure Compliance



 



Exhibit 10.25




AMERIGAS PROPANE, INC.




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




As amended July 30, 2007



 


 









 





Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Article I
	 	Statement of Purpose	 	 	2	 
	 
	 	 	 	 	 	 
	Article II
	 	Definitions	 	 	2	 
	 
	 	 	 	 	 	 
	Article III
	 	Participation and Vesting	 	 	4	 
	 
	 	 	 	 	 	 
	Article IV
	 	Benefits	 	 	4	 
	 
	 	 	 	 	 	 
	Article V
	 	Form and Timing of Benefit Distribution	 	 	6	 
	 
	 	 	 	 	 	 
	Article VI
	 	Funding of Benefits	 	 	6	 
	 
	 	 	 	 	 	 
	Article VII
	 	The Committee	 	 	6	 
	 
	 	 	 	 	 	 
	Article VIII
	 	Amendment and Termination	 	 	8	 
	 
	 	 	 	 	 	 
	Article IX
	 	Claims Procedures	 	 	9	 
	 
	 	 	 	 	 	 
	Article X
	 	Miscellaneous Provisions	 	 	10	 






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ARTICLE I




STATEMENT OF PURPOSE




The purpose of the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan (the “AGP
SERP”) is to provide a fair and competitive level of retirement benefits to certain management and
other highly compensated employees and thereby to attract and retain the highest quality executives
to AmeriGas Propane, Inc. To address these purposes, certain employees of AmeriGas Propane, Inc.
(those designated as “Participants”) will be provided with supplemental retirement benefits. This
amendment and restatement of the AGP SERP was adopted at the AmeriGas Propane, Inc. Board of
Directors meeting on July 30, 2007 and shall be effective as of October 1, 2007.



ARTICLE II




DEFINITIONS




Sec. 2.01 “Administrative Committee” shall mean the administrative committee designated
pursuant to Article VII to administer the AGP SERP in accordance with its terms.



Sec. 2.02 “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as amended.




Sec. 2.03 “AGP” shall mean AmeriGas Propane, Inc.




Sec. 2.04 “AGP 401(k) Plan” shall mean the AmeriGas Propane, Inc. 401(k) Savings Plan.



Sec. 2.05 “AGP SERP” shall mean the AmeriGas Propane, Inc. Supplemental Executive Retirement
Plan as set forth herein and as the same may be hereafter amended.



Sec. 2.06 “Board” shall mean the Board of Directors of AGP.



Sec. 2.07 “Code” shall mean the Internal Revenue Code of 1986, as amended.



Sec. 2.08 “Compensation/Pension Committee” shall mean the Compensation/Pension Committee of
the Board or such other committee designated by the Board of AGP to perform certain functions with
respect to the AGP SERP.



Sec. 2.09 “Compensation” shall mean a Participant’s actual base salary earned from AGP and its
Subsidiaries, plus the amount of annual bonus payable under the applicable bonus or severance plan,
in each Plan Year. Compensation shall include any such salary and bonus that that would be payable
to the Employee except for an election by the Employee to have such compensation deferred under any
qualified savings plan, non-qualified deferred compensation plan, or section 125 plan, of AGP or a
Subsidiary. Compensation shall be prorated for any Plan Year during which the Employee ceases to
be a Participant and remains an employee of AGP or a Subsidiary or Affiliate.


 


 









 





Sec. 2.10 “Effective Date” of the AGP SERP shall mean October 1, 1996. The effective date of
the amended AGP SERP is October 1, 2007.



Sec. 2.11 “Employee” shall mean any person in the employ of AGP or any AGP Subsidiary other
than a person (i) whose terms and conditions of employment are determined through collective
bargaining with a third party or (ii) who is characterized as an independent contractor by AGP, no
matter how characterized by a court or government agency. No retroactive characterization 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 of this AGP SERP.



Sec. 2.12 “Employment Commencement Date” shall mean the first day on which a Participant
became an employee of AGP, any Subsidiary or Affiliate of AGP, or any entity whose business or
assets have been acquired by AGP, its Subsidiary or Affiliate or by any predecessor of such
entities. If any interruption of employment occurred after the date described in the preceding
sentence, the “Reemployment Commencement Date” shall be the first day on which the Participant
became an employee as described in the preceding sentence after the most recent such interruption
of the employment relationship between the Participant and AGP or any of its Subsidiaries or
Affiliates, unless the Administrative Committee determines otherwise.




Sec. 2.13 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.



Sec. 2.14 “Key Employee” shall mean an employee who, at any time during the 12-month period
ending on the identification date, is a “specified employee” under section 409A of the Code, as
determined by the Compensation and Management Development Committee of the Board of Directors of
UGI Corporation or its delegate. The determination of Key Employees, including the number and
identity of persons considered specified employees and the identification date, shall be made by
such Committee or its delegate in accordance with the provisions of sections 416(i) and 409A of the
Code and the regulations issued thereunder.



Sec. 2.15 “Matching Contribution” shall have the meaning given that term under the AGP 401(k)
Plan.



Sec. 2.16 “Participant” shall mean each Employee who meets the requirements of Section 3.01
hereof.




Sec. 2.17 “Plan Year” shall mean a fiscal year beginning October 1 and ending September 30.



Sec. 2.18 “Postponement Period” shall mean, for a Key Employee, the period of six months after
separation from service (or such other period as may be required by Section 409A of the Code)
during which AGP SERP benefits may not be paid to the Key Employee under section 409A of the Code.



Sec. 2.19 “Subsidiary” shall mean any corporation in which AGP, directly or indirectly, owns
at least a 50% interest or an unincorporated entity of which AGP, directly or indirectly, owns at
least 50% of the profits or capital interests.


 


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Sec. 2.20 “Termination for Cause” shall mean termination of employment by reason of
misappropriation of funds, habitual insobriety, substance abuse, conviction of a crime involving
moral turpitude, or gross negligence in the performance of duties, which gross negligence has had a
material gross adverse effect on the business, operations, assets, properties or financial
condition of AGP, AmeriGas Partners, L.P., AmeriGas Propane, L.P., or their Subsidiaries and
Affiliates, taken as a whole.



ARTICLE III




PARTICIPATION AND VESTING




Sec. 3.01 Participation. Each Employee of AGP or an AGP Subsidiary who is employed on
a salaried basis at grade level 36 or higher, or such other level as the Compensation/Pension
Committee may designate, shall be a Participant for the applicable Plan Year.



Sec. 3.02 Vesting. Benefits under this AGP SERP shall vest on the fifth anniversary
of a Participant’s Employment Commencement Date, if the Participant continues to be employed by AGP
and its Affiliates through the vesting date, unless the Compensation/Pension Committee determines
that a Participant’s benefits should vest, in whole or in part, sooner. A Participant’s benefit
under this AGP SERP shall also vest if the Participant’s employment with AGP and its Subsidiaries
and Affiliates terminates on account of death or Total Disability, as determined under the AGP
401(k) Plan.



ARTICLE IV




BENEFITS





Sec. 4.01 Benefit Credits.



(a) AGP shall establish a bookkeeping account for each Participant. At the end of each Plan
Year, AGP shall credit to the Participant’s account an amount equal to 5% of the Participant’s
maximum recognizable Compensation under section 401(a)(17) of the Code for the calendar year in
which the Plan Year begins, and 10% of the Participant’s Compensation, if any, in excess of such
maximum recognizable Compensation under section 401(a)(17) of the Code.



(b) In addition, effective for amounts forfeited in 2005 and subsequent years, in the event
that any portion of the Matching Contribution allocated to a Participant under the AGP 401(k) Plan
with respect to the prior plan year is forfeited to satisfy the nondiscrimination requirements of
section 401(k) or 401(m) of the Code, AGP shall credit to the Participant’s account under the AGP
SERP, in the Plan Year in which the forfeiture occurs, an amount that is equal to the forfeited
Matching Contributions, adjusted for earnings and losses as provided under the AGP 401(k) Plan to
the date forfeited. The allocation with respect to forfeited Matching Contributions shall not
exceed the Matching Contributions that would have been provided under the AGP 401(k) Plan in the
absence of any plan-based restrictions that reflect limits on qualified plan contributions under
the Code, in accordance with section 409A of the Code.


 


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Sec. 4.02 Timing of Credits. Amounts shall be credited to a Participant’s account
annually within 90 days after the end of the Plan Year.




Sec. 4.03 Earnings.



(a) For Plan Years ending before October 1, 2007, amounts credited to a Participant’s account
shall accrue interest from the end of the Plan Year as of which they are so credited until the date
on which they are paid to the Participant. Such interest shall be credited annually on the opening
balance of a Participant’s account as of each September 30. The rate of interest shall be equal to
the total year-to-date rate of return on the trust portfolio for the Retirement Income Plan for
Employees of UGI Utilities, Inc. (the “RIP”), except that the rate of interest in any fiscal year
may not exceed the rate of return assumed in determining the annual cost of the RIP for that year
plus one percent or be less than zero. The Administrative Committee shall make appropriate
adjustments to interest credited with respect to any amounts that are credited to the AGP SERP
during the Plan Year pursuant to Section 4.01 and with respect to Participants who receive a
distribution from the Plan during the Plan Year.



(b) For Plan Years beginning on or after October 1, 2007,



(i) For purposes of measuring the investment returns of a Participant’s account, the
Participant may select the investment funds in which all or part of his account shall be deemed to
be invested, from the investment funds designated by the Administrative Committee.



(ii) A Participant shall make an investment designation by such method as the Administrative
Committee determines. An investment designation shall remain effective until another valid
designation has been made by the Participant. The Participant may amend his investment designation
at such time or times as permitted by the Administrative Committee in its sole discretion, and in
accordance with such procedures as may be established by the Administrative Committee.



(iii) In the absence of any Participant election designating the deemed investment of his
account, a Participant shall be deemed to have elected that his account be invested in the manner
selected by the Administrative Committee for such circumstance.



(iv) Each Participant’s account shall be adjusted periodically to take into account the gains,
losses and income returns of the investment funds selected by the Participant.



Sec. 4.04 Divestiture. Each Participant shall be divested of, and shall immediately
forfeit, any benefit to which the Participant is otherwise entitled under the AGP SERP if the
Participant experiences a Termination for Cause.


 


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ARTICLE V




FORM AND TIMING OF BENEFIT DISTRIBUTION




Sec. 5.01 Form of Benefit Distributions. A Participant’s vested account under the AGP
SERP shall be paid in a lump sum to the Participant upon the Participant’s termination of
employment with AGP and its Subsidiaries and Affiliates for any reason other than Termination for
Cause, as described below. In the event of death, the Participant’s vested account shall be paid
in a lump sum to the Participant’s beneficiary designated in writing on a form filed with the
Administrative Committee or its designee or, if there is none, to the Participant’s estate.



Sec. 5.02 Timing of Benefit Distributions. Except as otherwise required by Section
5.03 below, benefits payable under the AGP SERP shall be paid within 60 days after a Participant’s
termination of employment for a reason other than Termination for Cause.



Sec. 5.03 Key Employees. If required by section 409A of the Code, no benefits shall
be paid to a Participant who is a Key Employee during the Postponement Period. If a Participant is
a Key Employee and payment of benefits under the AGP SERP is required to be delayed for the
Postponement Period, the accumulated amounts withheld on account of section 409A of the Code shall
be paid in a lump sum payment within 15 days after the end of the Postponement Period. If the
Participant dies during the Postponement Period prior to the payment of benefits, the amounts
withheld on account of section 409A of the Code shall be paid to the Participant’s beneficiary (as
described in Section 5.01) within 60 days after the Participant’s death.



ARTICLE VI




FUNDING OF BENEFITS




Sec. 6.01 Source of Funds. The Board may, but shall not be required to, authorize the
establishment of a rabbi trust for the benefits described herein. In any event, AGP’s obligation
hereunder shall constitute a general, unsecured obligation, payable solely out of its general
assets, and no Participant shall have any right to any specific assets of AGP or any such vehicle.



Sec. 6.02 Participant Contributions. There shall be no contributions made by
Participants under the AGP SERP.



ARTICLE VII




THE COMMITTEE




Sec. 7.01 Appointment and Tenure of Administrative Committee Members. The
Administrative Committee shall consist of one or more persons who shall be appointed by and serve
at the pleasure of the Compensation/Pension Committee. Any Administrative Committee member may
resign 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 be
filled by the Compensation/Pension Committee.


 


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Sec. 7.02 Meetings; Majority Rule. Any and all acts of the Administrative Committee
taken at a meeting shall be by a majority of all members of the Administrative Committee. The
Administrative Committee may act by vote taken in a meeting (at which a majority of members shall
constitute a quorum). The Administrative Committee may also act by unanimous consent in writing
without 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 to
perform ministerial acts, but no person to whom such authority is delegated shall perform any act
involving the exercise of any discretion without first obtaining the concurrence of a majority of
the members of the Administrative Committee, even though such person alone may sign any document
required by third parties. The Administrative Committee shall elect one of its members to serve as
Chairperson. The Chairperson shall preside at all meetings of the Administrative Committee or
shall delegate such responsibility to another Administrative Committee member. The Administrative
Committee shall elect one person to serve as Secretary to the Administrative Committee. All third
parties may rely on any communication signed by the Secretary, acting as such, as an official
communication from the Administrative Committee.



Sec. 7.04 Authority and Responsibility of the Administrative Committee. The
Administrative Committee shall have only such authority and responsibilities as are delegated to it
by the Compensation/Pension Committee or specifically under this AGP SERP. The Administrative
Committee shall have full power and express discretionary authority to administer and interpret the
AGP SERP, to make factual determinations and to adopt or amend such rules and regulations for
implementing the AGP SERP and for the conduct of its business as it deems necessary or advisable,
in its sole discretion. The Administrative Committee’s authorities and responsibilities shall also
include:



(a) maintenance and preservation of records relating to Participants, former Participants, and
their beneficiaries;



(b) preparation and distribution to Participants of all information and notices required under
federal law or the provisions of the AGP SERP;



(c) preparation and filing of all governmental reports and other information required under
law to be filed or published;



(d) construction of the provisions of the AGP SERP, to correct defects therein and to supply
omissions 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 the
Administrative Committee shall serve without compensation for their services as such, but all
expenses of the Administrative Committee shall be paid or reimbursed by AGP.


 


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Sec. 7.06 Committee Discretion. Any discretion, actions or interpretations to be made
under the AGP SERP by the Administrative Committee or by the Compensation/Pension Committee on
behalf of AGP shall be made in its sole discretion, not acting in a fiduciary capacity, need not be
uniformly applied to similarly situated individuals, and shall be final, binding and conclusive
upon the parties. All benefits under the AGP SERP shall be provided conditional upon the
Participant’s acknowledgement, in writing or by acceptance of the benefits, that all decisions and
determinations of the Administrative Committee shall be final and binding on the Participant, his
or her beneficiaries and any other person having or claiming an interest under the AGP SERP.



Sec. 7.07 Indemnification of the Committees. Each member of the Administrative
Committee and each member of the Compensation/Pension Committee shall be indemnified by AGP against
costs, expenses and liabilities (other than amounts paid in settlement to which AGP does not
consent) reasonably incurred by the member in connection with any action to which the member may be
a party by reason of the member’s service on the applicable Committee, except in relation to
matters as to which the member shall be adjudged in such action to be personally guilty of gross
negligence or willful misconduct in the performance of the member’s duties. The foregoing right to
indemnification shall be in addition to such other rights as the Administrative Committee member or
the Compensation/Pension Committee member may enjoy as a matter of law or by reason of insurance
coverage of any kind, but shall not extend to costs, expenses and/or liabilities otherwise covered
by insurance or that would be so covered by any insurance then in force if such insurance contained
a waiver of subrogation. Rights granted hereunder shall be in addition to and not in lieu of any
rights to indemnification to which the Administrative Committee member or the Compensation/Pension
Committee member may be entitled pursuant to the by-laws of AGP. Service on the Administrative
Committee or the Compensation/Pension Committee shall be deemed in partial fulfillment of the
applicable Committee member’s function as an employee, officer, or director of AGP, if the
Committee member also serves in that capacity.



ARTICLE VIII




AMENDMENT AND TERMINATION




Sec. 8.01 Amendment. The provisions of the AGP SERP may be amended at any time and
from time to time by a resolution of the Board; provided, however, that no such amendment shall
serve to reduce the benefit 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
such amendments as are necessary to keep the AGP SERP in compliance with applicable law and minor
amendments which do not materially affect the rights of the Participants or significantly increase
the cost to AGP, AmeriGas Partners, L.P. or AmeriGas Propane, L.P.



Sec. 8.02 AGP SERP Termination. While it is AGP’s intention to continue the AGP SERP
indefinitely in operation, the right is, nevertheless, reserved to terminate the AGP SERP in whole
or in part at any time for any reason without either the consent of or prior notice to any
Participant. No such termination shall reduce the benefit that has accrued on behalf of a
Participant as of the effective date of the termination, but AGP may immediately distribute all
accrued benefits upon termination of the AGP SERP in accordance with section 409A of the Code.


 


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ARTICLE IX




CLAIMS PROCEDURES




Sec. 9.01 Claim. Any person or entity claiming a benefit, requesting an
interpretation or ruling under the AGP SERP (hereinafter referred to as “claimant”), or requesting
information under the AGP SERP shall present the request in writing to the Administrative
Committee, which shall respond in writing or electronically. The notice advising of the denial
shall be furnished to the claimant within 90 days of receipt of the benefit claim by the
Administrative Committee, unless special circumstances require an extension of time to process the
claim. If an extension is required, the Administrative Committee shall provide notice of the
extension prior to the termination of the 90 day period. In no event may the extension exceed a
total of 180 days from the date of the original receipt of the claim.



Sec. 9.02 Denial of Claim. If the claim or request is denied, the written or
electronic notice of denial shall state:



(a) The reason(s) for denial;



(b) Reference to the specific AGP SERP provisions on which the denial is based;



(c) A description of any additional material or information required and an explanation of why
it is necessary; and



(d) An explanation of the AGP SERP’s claims review procedures and the time limits applicable
to such procedures, including the right to bring a civil action under section 502(a) of ERISA.



Sec. 9.03 Final Decision. The decision on review shall normally be made within 60
days after the Administrative Committee’s receipt of claimant’s claim or request. If an extension
of time is required for a hearing or other special circumstances, the claimant shall be notified
and the time limit shall be 120 days. The decision shall be in writing or in electronic form and
shall:



(a) State the specific reason(s) for the denial;



(b) Reference the relevant AGP SERP provisions;



(c) State that the claimant is entitled to receive, upon request and free of charge, and have
reasonable access to and copies of all documents, records and other information relevant to the
claim for benefits; and



(d) State that the claimant may bring an action under section 502(a) of ERISA.


 


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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 has
not received a response within 60 days may request a review by notice given in writing or
electronic form to the Administrative Committee. Such request must be made within 60 days after
receipt by the claimant of the written or electronic notice of denial, or in the event the claimant
has not received a response, 60 days after receipt by the Administrative Committee of the
claimant’s claim or request. The claim or request shall be reviewed by the Administrative
Committee which may, but shall not be required to, grant the claimant a hearing. On review, the
claimant may have representation, examine pertinent documents, and submit issues and comments in
writing.



ARTICLE X




MISCELLANEOUS PROVISIONS




Sec. 10.01 Nonalienation of Benefits. None of the payments, benefits or rights of any
Participant under the AGP SERP shall be subject to any claim of any creditor, and, in particular,
to the fullest extent permitted by law, all such payments, benefits and rights shall be free from
attachment, garnishment, trustee’s process, or any other legal or equitable process available to
any creditor of such Participant. No Participant shall have the right to alienate, anticipate
commute, pledge, encumber or assign any of the benefits or payments which he or she may expect to
receive, contingently or otherwise, under the AGP SERP, except any right to designate a beneficiary
or beneficiaries in connection with any form of benefit payment providing benefits after the
Participant’s death.



Sec. 10.02 No Contract of Employment. Neither the establishment of the AGP SERP, nor
any modification thereof, nor the creation of any fund, trust or account, nor the payment of any
benefits shall be construed as giving any Participant or Employee, or any person whomsoever, the
right to be retained in the service of AGP, and all Participants and other Employees shall remain
subject to discharge to the same extent as if the AGP SERP had never been adopted.



Sec. 10.03 Severability of Provisions. If any provision of the AGP SERP shall be held
invalid or unenforceable, such validity or unenforceability shall not affect any other provisions
hereof, and the AGP SERP shall be construed and enforced as if such provision had not been
included.



Sec. 10.04 Heirs, Assigns and Personal Representatives. The AGP SERP shall be binding
upon the heirs, executors, administrators, successors and assigns of the parties, including each
Participant, present and future.



Sec. 10.05 Headings and Captions. The headings and captions herein are provided for
reference and convenience only, shall not be considered part of the AGP SERP, and shall not be
employed in the construction of the AGP SERP.


 


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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 include
the plural, and vice-versa.



Sec. 10.07 Controlling Law. The AGP SERP shall be construed and enforced according to
the laws of the Commonwealth of Pennsylvania to the extent not preempted by federal law, which
shall otherwise 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 a
minor, an incompetent person or other person incapable of receipting therefor shall be deemed paid
when paid to such person’s guardian or to the party providing or reasonably appearing to provide
for the care of such person, and such payment shall fully discharge AGP, the Board, the
Administrative Committee, the Compensation/Pension Committee and all other parties with respect
thereto.



Sec. 10.09 Lost Payees. A benefit (including accrued interest) shall be deemed
forfeited if the Board or the Administrative Committee is unable to locate a Participant to whom
payment is due; provided, however, that such benefit shall be reinstated if a claim is made by the
proper payee for the forfeited benefit.



Sec. 10.10 Reliance on Data and Consents. AGP, the Board, the Compensation/Pension
Committee, the Administrative Committee, all fiduciaries with respect to the AGP SERP, and all
other persons or entities associated with the operation of the AGP SERP, and the provision of
benefits thereunder, may reasonably rely on the truth, accuracy and completeness of all data
provided by the Participant, including, without limitation, data with respect to age, health and
marital status. Furthermore, AGP, the Board, the Compensation/Pension Committee, the
Administrative Committee and all fiduciaries with respect to the AGP SERP may reasonably rely on
all consents, elections and designations filed with the AGP SERP or those associated with the
operation of the AGP SERP by any Participant, or the representatives of any such person without
duty to inquire into the genuineness of any such consent, election or designation. None of the
aforementioned persons or entities associated with the operation of the AGP SERP or the benefits
provided under the AGP SERP shall have any duty to inquire into any such data, and all may rely on
such data being current to the date of reference, it being the duty of the Participants to advise
the appropriate parties of any change in such data.



Sec. 10.11 Taxation. The AGP SERP is intended to comply with the requirements of
section 409A of the Code. Notwithstanding anything in the AGP SERP to the contrary, allocations to
the AGP SERP shall be made consistent with section 409A, and distributions may only be made under
the AGP SERP upon an event and in a manner permitted by section 409A of the Code. All payments
under the AGP SERP shall be subject to applicable tax withholding. Distributions upon termination
of employment shall only be made upon the Participant’s “separation from service” under section
409A of the Code, and in no event may a Participant designate the calendar year of a payment.


 


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IN WITNESS WHEREOF, and as evidence of its adoption of the AGP SERP, AGP has caused the same to be
executed by its duly authorized officer and its corporate seal to be affixed hereto as of the
 _____ 


day of                                         .



	 	 	 	 	 	 	 
	Attest:

	 	 	 	AMERIGAS
	 	PROPANE, INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	Secretary

	 	 	 	 	 	President and Chief Executive Officer
	 
	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 
	 

	 	 	 	 	 	 







 


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