EX-10 6 ex10_27.htm SCRONCE ARRANGEMENT

Exhibit 10.27

[GRAPHIC OMITTED]

Title FG: Sr. Vice President - Blue Rhino Division
BR: President and COO

Base Salary: $275,000 - same as current salary
annual review with fiscal year

Cash Incentive Plan: current plan through end of fiscal year

Fiscal year 2005 plan starting August 1, 2004:
SR VP target - 75% of base
75% based on operating cash flow target
25% discretionary

Stock Options: 150,000 options in FCI

BR Options: fully vest options: value $1.8 million
cash pay options at close vested prorata: approx. value $953k
cash pay unvested options value in 3 years: approx. value $829k

if employee leaves within 3 years, the balance is forfeited
if employee is terminated without cause, the balance is paid

ESOP participation: yes

401(k) Plan: yes - company match up to 50% of 6% contribution

Supplemental Savings Plan: provided for highly compensated employees who exceed
IRS limit for contributions to 401(k) plan

Noncompete Agreement: 2 years

Stay Bonus: FG will pay a bonus on the third anniversary date of the closing
in an amount equal to the value of 25,000 FGP units

if employee leaves within 3 years, the balance is forfeited
if employee is terminated without cause, the balance is paid

Change of control In the case of a change of control of FGP in the 3 years, both the stay
bonus and the unvested BR options fuly vest.

Signed by Ferrellgas /s/ James E. Ferrell                     
Chairman, CEO and President of Ferrellgas, Inc.
Date   February 6, 2004