AMERIGAS PROPANE, INC. 2000 LONG-TERM INCENTIVE PLAN ON BEHALF OF AMERIGAS PARTNERS, L.P. RESTRICTED UNIT GRANT LETTER

Exhibit 10.2

AMERIGAS PROPANE, INC.
2000 LONG-TERM INCENTIVE PLAN
ON BEHALF OF AMERIGAS PARTNERS, L.P.

RESTRICTED UNIT GRANT LETTER

This RESTRICTED UNIT GRANT, dated January 1, 2009 (the “Date of Grant”), is delivered by AmeriGas Propane, Inc. (the “Company”) to  _____  (the “Participant”).

RECITALS

The AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., as amended (the “Plan”) provides for the grant of restricted units (“Restricted Units”) with respect to Common Units of AmeriGas Partners, L.P. (“APLP”). A Restricted Unit is a phantom unit that represents the value of one Common Unit of APLP. The Compensation/Pension Committee of the Board of Directors of the Company (the “Committee”) has decided to grant Restricted Units to the Participant on the terms described below.

NOW, THEREFORE, the parties to this Grant Letter, intending to be legally bound hereby, agree as follows:

1.  Grant of Restricted Units . Subject to the terms and conditions set forth in this Grant Letter and in the Plan, the Committee hereby grants to the Participant  _____  Restricted Units. The number of Restricted Units set forth above is the target award of Restricted Units. The Restricted Units are contingently awarded and will be earned and payable if and to the extent that the Performance Goals (described below) and other conditions of the Grant Letter are met. The Restricted Units are granted with Restricted Unit Distribution Equivalents (as defined in the Plan).

2.  Performance Goals .

(a) The Participant shall earn the right to payment of the Restricted Units if the Performance Goals described below are met for the Performance Period, and if the Participant continues to be employed by the Company through December 31, 2011. The Performance Period is the period beginning January 1, 2009 and ending December 31, 2011. The performance goals and other requirements of this Section 2 are referred to as the “Performance Goals.”

(b) The Restricted Units will be payable if APLP’s Total Shareholder Return (TSR) equals the median TSR of a Comparison Group for the Performance Period. The Comparison Group is a group of publicly traded master limited partnerships in the propane, pipeline and coal industries, as set forth on the attached Exhibit A. In the event of any mergers, sales or other changes in the companies listed on Exhibit A, the Committee may make such adjustments to the Comparison Group as it deems appropriate. The actual amount of the award of Restricted Units may be higher or lower than the target award, or even zero, based on APLP’s TSR percentile rank relative to the companies in the Comparison Group, as follows:

The target award percentage earned will be interpolated between each of the measuring points.

(c) TSR shall be calculated by the Company using the comparative returns methodology used by Bloomberg L.P. or its successor at the time of the calculation. The price used for determining TSR at the beginning and the end of the Performance Period will be the average price for the 90-day period preceding the beginning of the Performance Period (i.e., the 90-day period ending on December 31, 2008) and the 90-day period ending on the last day of the Performance Period (i.e., the 90-day period ending on December 31, 2011).

(d) The target award is the number of Restricted Units set forth in Section 1 above, which is the amount designated for 100% (50th TSR rank) performance. The Participant can earn up to 200% of the target award if APLP’s TSR percentile rank exceeds the 50th TSR percentile rank, according to the foregoing schedule.

(e) At the end of the Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met and the amount to be paid with respect to the Restricted Units. Except as described in Section 3 below, the Participant must be employed by the Company on December 31, 2011 in order for the Participant to receive payment with respect to the Restricted Units.

3.  Termination of Employment or Service .

(a) Except as described below, if the Participant’s employment with the Company terminates on or before December 31, 2011, the Restricted Units and all Restricted Unit Distribution Equivalents credited under this Grant Letter will be forfeited.

(b) If the Participant terminates employment on account of Retirement (as defined in the Plan), Disability (as defined in the Plan) or death, the Participant will earn a pro-rata portion of the Participant’s outstanding Restricted Units and Restricted Unit Distribution Equivalents, if the Performance Goals and the requirements of this Grant Letter are met. The prorated portion will be determined as the amount that would otherwise be paid after the end of the Performance Period, based on achievement of the Performance Goals, multiplied by a fraction, the numerator of which is the number of calendar years during the Performance Period in which the Participant has been employed by the Company and the denominator of which is three. For purposes of the proration calculation, the calendar year in which the Participant’s termination of employment or service on account of Retirement, Disability, or death occurs will be counted as a full year.

(c) In the event of termination of employment or service on account of Retirement, Disability or death, the prorated amount shall be paid after the end of the Performance Period, pursuant to Section 5 below.

(d) The Committee may apply the Plan provisions applicable to transfers of employment and reduction of responsibilities as the Committee deems appropriate.

4.  Coordination with Severance Plan . Notwithstanding anything in this Grant Letter to the contrary, if the Participant receives severance benefits under a Severance Plan (as defined in the Plan) and the terms of such benefits require that severance compensation payable under the Severance Plan be reduced by benefits payable under this Plan, any amount payable to the Participant with respect to Restricted Units and Restricted Unit Distribution Equiv