INCENTIVE COMPENSATION PLAN

Exhibit 10.22

FERRELL COMPANIES, INC.1998

INCENTIVE COMPENSATION PLAN

As Amended and Restated effective as of October 11, 2004

1.      PURPOSE. The purposes of the Ferrell Companies, Inc. 1998 Incentive Compensation Plan (the “Plan”) are as follows:

(a)                                   to allow upper middle and senior level managers of Ferrellgas, Inc. (“FGI”) to participate in the equity growth of Ferrell Companies, Inc. (“FCI”) and, indirectly (through its “subsidiary” holding), in the equity growth of Ferrellgas Partners, L.P. (the “Partnership”) and its subsidiaries (with FCI, FGI, the Partnership and its subsidiaries being collectively referred to herein as “Companies”);

(b)                                  to generate an increased incentive to contribute to the Partnership’s future success and prosperity and to focus on the value growth of FCI; and

(c)                                   to focus on profitable Partnership growth and acquisition activities that will enable subordinated Partnership units (“Subordinated Units”) held by FCI to convert to common Partnership units (“Common Units”), to increase the value of all Partnership Units (including both Common and Subordinated Units) and to increase the equity value of FCI, through an increasing Partnership value, a maximization of Partnership distributions, a reduction of FCI debt, and an optimization of share value growth for the FCI shares held by FCI’s employee stock ownership plan (its “ESOP”).

Unless defined in the sentence or paragraph in which they are used, definitions used herein are set forth in Section 9.9 below. The following provisions constitute an amendment, restatement and continuation of the Plan effective as of October 11, 2004.

2.     ADMINISTRATION.

2.1                                Administration by Committee. The Plan shall be administered by the FCI Options Committee (comprised of three members of the FCI’s or FGI’s Management Committee, and generally including the CEO and CFO of FGI, as well as the senior personnel manager of FGI) (the “Committee”).

2.2                                Authority. Subject to the provisions of the Plan, the Committee shall have the authority to (a) interpret the provisions of the Plan, and prescribe, amend, and rescind rules and procedures relating to the Plan, (b) grant incentives under the Plan, in such forms and amounts and subject to such terms and conditions as it deems appropriate, including, without limitation, incentives which are made in combination with or in tandem with other incentives (whether or not contemporaneously granted) or compensation or in lieu of current or deferred compensation, (c) modify the terms of, cancel and reissue, or repurchase outstanding incentives, subject to Section 9.7, (d) suspend the operation of the Plan (or any portion thereof) pursuant to the provisions of Section 9.8 hereinbelow and (e) make all other determinations and take all other actions as it deems necessary or desirable for the administration of the Plan. The determination of the Committee on matters within its authority shall be conclusive and binding on Companies and all other persons. The Committee shall comply with all applicable law in administering the Plan.

3.    PARTICIPATION. Subject to the terms and conditions of the Plan, the Committee shall designate from time to time employees of Companies (including, without limitation, employees who are officers and/or directors of any Companies entity) who shall receive incentives under the Plan (“Participants”).

4.     SHARES SUBJECT TO THE PLAN

4.1                                Number of Shares Reserved. Subject to adjustment in accordance with Sections 4.2 and 4.3, the aggregate number of shares of FCI common stock (“Common Stock”) available for incentives under the Plan shall be that number of shares of Common Stock equaling 20% of FCI’s outstanding Common Stock shares, on a fully-diluted basis, immediately following the date on which the ESOP has acquired all of the outstanding Common Stock shares.

All shares of Common Stock issued under the Plan may be authorized and unissued shares or treasury shares. In addition, all of such shares may, but need not, be issued pursuant to the exercise of nonqualified stock options and/or “incentive stock options” (as defined in section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)).

4.2                                Reusage of Shares.

(a)                                   In the event of the termination (by reason of forfeiture, expiration, cancellation, surrender, or otherwise) of any incentive under the Plan, that number of shares of Common Stock that was subject to the incentive but not delivered shall be available again for incentives under the Plan.

(b)                                  In the event that shares of Common Stock are delivered under the Plan and are thereafter forfeited or reacquired by FCI (whether or not pursuant to rights reserved upon the award thereof), such forfeited or reacquired shares shall be available again for incentives under the Plan.

4.3                                Adjustments to Shares Reserved. In the event of any merger, consolidation, reorganization, recapitalization, spinoff, stock dividend, stock split, reverse stock split, exchange, or other distribution with respect to shares of Common Stock or other change in the corporate structure or capitalization affecting the Common Stock (each being an “Adjustment”), the type and number of shares of stock which are or may be subject to incentives under the Plan and the terms of any outstanding incentives (including the price at which shares of stock may be issued pursuant to an outstanding incentive) shall be equitably adjusted by the Committee, in its sole discretion, to preserve both the value of incentives awarded or to be awarded to Participants under the Plan and the percentage of outstanding Common Stock shares (on a fully-diluted basis) available for incentives under the Plan immediately prior to the date of the Adjustment (taking into account both incentives granted but not yet distributed from the Plan and incentives not yet granted under the Plan).