AMERIGAS PROPANE, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.44

AMERIGAS PROPANE, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN

As Amended and Restated Effective January 1, 2009

TABLE OF CONTENTS

ARTICLE I

STATEMENT OF PURPOSE

Sec. 1.01 Purpose . In recognition of the services provided to AmeriGas Propane, Inc. (“AGP”) by certain senior management and highly compensated employees, AGP maintains the AmeriGas Propane, Inc. Non-Qualified Deferred Compensation Plan (the “Plan”) to provide such employees with the opportunity to supplement their retirement benefits through the deferral of additional compensation. The Plan was originally effective February 1, 2007. The Plan is now amended and restated effective January 1, 2009, in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and certain other changes.

ARTICLE II

DEFINITIONS

Sec. 2.01 “Account” shall mean for each Participant, the account or accounts maintained on the books of AGP representing the entire interest of the Participant under the Plan, consisting of amounts attributable to Compensation deferred by the Participant pursuant to Section 4.01 and all earnings and gains attributable thereto and reduced by all losses attributable thereto, all expenses chargeable thereagainst and all distributions therefrom.

Sec. 2.02 “Administrative Committee” shall mean the administrative committee designated pursuant to Article VII of the Plan to administer the Plan in accordance with its terms.

Sec. 2.03 “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. 2.04 “AGP” shall mean AmeriGas Propane, Inc. or any successor thereto.

Sec. 2.05 “AGP 401(k) Plan” shall mean the AmeriGas Propane, Inc. 401(k) Savings Plan.

Sec. 2.06 “AGP SERP” shall mean the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan.

Sec. 2.07 “Beneficiary” shall mean the person or entity designated by a Participant, in a written instrument submitted to the Administrative Committee. In the event the Participant fails to properly designate a Beneficiary or in the event that the Participant is predeceased by all designated primary and secondary Beneficiaries, the death benefit shall be payable to the personal representative of the Participant’s estate.

Sec. 2.08 “Board” shall mean the Board of Directors of AGP.

Sec. 2.09 “Code” shall mean the Internal Revenue Code of 1986, as amended.

Sec. 2.10 “Compensation/Pension Committee” shall mean the Compensation/Pension Committee of the Board or such other committee designated by the Board to perform certain functions with respect to the Plan.

Sec. 2.11 “Compensation” shall mean, for any Plan Year, the total remuneration paid by the Employer to or on behalf of the Participant during the Plan Year, exclusive of compensation paid or accrued with respect to service performed prior to the date on which the Employee became a Participant. Compensation shall include basic salary or wages, annual incentive bonuses, commissions and all other direct current money compensation (other than long-term incentive plan payments and severance pay), amounts paid in reimbursement of, or in lieu of, expenses incurred by the Participant in the performance of his duties, and the value of non-money awards or gifts made by the Employer; provided, however, that Compensation shall be determined prior to giving effect to any salary reduction election made pursuant to the terms of any plan. Notwithstanding the foregoing, Compensation shall not include amounts credited on a Participant’s behalf to the AGP SERP or any other nonqualified deferred compensation plan maintained by AGP or its affiliates other than this Plan.

Sec. 2.12 “Effective Date” shall mean January 1, 2009.

Sec. 2.13 “Eligible Employee” shall mean an Employee of AGP or a Subsidiary who is a member of a select group of management or highly compensated employees and who is designated by the Administrative Committee as eligible to participate in the Plan for a Plan Year.

Sec. 2.14 “Employee” shall mean any person in the employ of AGP or a 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 or a Subsidiary, 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 Plan.

Sec. 2.15 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

Sec. 2.16 “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 UGI Compensation and Management Development Committee 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 the UGI Compensation and Management Development Committee or its delegate in accordance with the provisions of sections 416(i) and 409A of the Code and the regulations issued thereunder.

Sec. 2.17 “Participant” shall mean each Eligible Employee who meets the requirements of Section 3.01 hereof.

Sec. 2.18 “Plan Year” shall mean the calendar year.

Sec. 2.19 “Plan” shall mean the AmeriGas Propane, Inc. Non-Qualified Deferred Compensation Plan as set forth herein, and as the same may hereafter be amended.

Sec. 2.20 “Postponement Period” shall mean, for a Key Employee, the period of six months after the Key Employee’s separation from service (or such other period as may be required by section 409A of the Code), during which Plan benefits may not be paid to the Key Employee under section 409A of the Code.

Sec. 2.21 “Subsidiary” shall mean any corporation in which AGP, directly or indirectly, owns at least a fifty percent (50%) interest or an unincorporated entity of which AGP, directly or indirectly, owns at least fifty percent (50%) of the profits or capital interests.

Sec. 2.22 “Valuation Date” shall mean the last day of the Plan Year and each other interim date during the Plan Year or dates determined by the Administrative Committee.

ARTICLE III

PARTICIPATION AND VESTING

Sec. 3.01 Participation . Each Eligible Employee shall become a Participant in the Plan upon completion of a deferral election in the time, form and manner determined by the Administrative Committee; provided that such deferral election must be made not later than December 31 of the Plan Year preceding the Plan Year for which the election is to be effective. A Participant may elect to defer from one percent (1%) to twenty-five percent (25%), in whole percentages, of his Compensation through payroll reductions. The maximum annual amount of Compensation that a Participant may defer under the Plan is $10,000.

Sec. 3.02 Vesting . A Participant, at all times, shall have a fully (100%) vested and nonforfeitable interest in his Account under the Plan.

Sec. 3.03 Rehired Employees . An Eligible Employee who incurs a separation from service (within the meaning of section 409A of the Code) with AGP and its affiliates and is rehired and designated as an Eligible Employee in the same Plan Year may not commence deferrals under the Plan until the next Plan Year and he must make an election to reduce his Compensation prior to the start of the Plan Year for which the election is to be effective, in a manner prescribed by the Administrative Committee.

Sec. 3.04 Newly Hired Employees . A newly hired Employee, who has been designated as an Eligible Employee by the Administrative Committee, may make an election to reduce Compensation, as soon as practicable, but, in any event, the election must be made within thirty (30) days of the date he is designated as eligible to participate in the Plan by the Administrative Committee. Any election made according to this Section 3.04 will become effective the first day of the month following thirty (30) days after the date the Employee is designated as an Eligible Employee by the Administrative Committee, with respect to Compensation earned after the effective date of the newly hired Employee’s deferral election.

ARTICLE IV

BENEFITS

Sec. 4.01 Amount . For each payroll period during the Plan Year, AGP shall credit to a Participant’s Account the amount of the Participant’s Compensation that the Participant has elected to defer pursuant to Section 3.01.

Sec. 4.02 Hardship Withdrawals . Notwithstanding the foregoing, a Participant who takes a hardship withdrawal from the AGP 401(k) Plan shall have his Compensation reductions and corresponding credit to his Account cancelled for the Plan Year in which the hardship withdrawal occurs. A Participant whose Compensation reductions have been cancelled due to a hardship withdrawal from the AGP 401(k) Plan may recommence participation in the Plan (assuming such Participant continues to be eligible to participate) in a subsequent Plan Year by making an Compensation reduction election, in accordance with Section 3.01 for which the election is to be effective, prior to the beginning of the Plan Year, in accordance with Section 3.01 for which the election is to be effective.

Sec. 4.03 Investment of Account .

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

(b) A Participant shall make an investment designation by means of Fidelity’s netBenefits WebPage which shall remain effective until another valid direction 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.

(c) The investment funds deemed to be made available to the Participant, and any limitation on the maximum or minimum percentages of the Participant’s Account that may be deemed to be invested in any particular fund, shall be the same as from time-to-time communicated to the Participant by the Administrative Committee.

(d) 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.

(e) The Administrative Committee shall provide a statement at least annually to the Participant showing such information as is appropriate, including the aggregate amount in his Account as of a reasonably current date.

Sec. 4.04 Valuation of Account .

(a) AGP shall establish a bookkeeping Account for each Participant to which will be credited amounts described in Section 3.01 at such times and in accordance with such procedures as may be prescribed by the Administrative Committee. The Account shall be reduced to reflect any distributions from such Account. Such reductions shall be charged to the Account as of the date such distributions are made.

(b) As of each Valuation Date, income, gain and loss equivalents (determined as if the Account was invested in the manner set forth under Section 4.03, hereof) attributable to the peri