EXHIBIT 10.13

NATIONAL PROPANE CORPORATION
SUITE 1700, IES TOWER
200 1ST STREET, N.E.
CEDAR RAPIDS, IOWA 52401-2067

November 20, 1996

C. David Watson, Esq.
1728 Schey Court
Naperville, IL 60565

Dear David:

It is with great pleasure that we hereby confirm your employment as Senior
Vice President -- Administration and General Counsel of National Propane
Corporation ('NPC'), the general partner of National Propane Partners, L.P. (the
'MLP'), effective December 19, 1996, on the terms and conditions set forth in
this letter and in the attached term sheet (the 'Term Sheet'). From December 2,
1996 through December 18, 1996, you will be a Senior Vice President of NPC.

You will report to the President and Chief Executive Officer of NPC and
your duties will be performed primarily at the corporate headquarters of NPC in
Cedar Rapids, Iowa. As of December 19, 1996, you will be responsible for legal
affairs, governmental affairs, human resources, safety and environmental, risk
management/insurance, engineering & fleet and the flight department.

In the event of termination by NPC of your employment without good cause,
NPC shall, (i) within 30 days after the date of such termination, pay to you a
lump sum equal to one-half (1/2) your annual rate of salary in effect at the
date of termination, (ii) commencing 6 months after the date of termination of
your employment, pay to you a sum equal to your annual rate of salary in effect
at the date of termination, payable in semi-monthly installments for a period of
six (6) months; provided, however, that if you have secured full-time employment
during the period of the semi-monthly payments, the semi-monthly payments
required to be made by NPC after you begin receiving payments from your new
employer will be offset by the compensation you earn from any such new employer
during the period in which you receive semi-monthly payments hereunder, (iii)
within 30 days after date of such termination, pay to you a lump sum equal to
annual target incentive and any funds accumulated as part of your Mid-Term cash
performance plan, and (iv) any unit options granted to you (a) which have not
vested on the termination date shall terminate and become null and void as of
such date and (b) which have vested on the termination date must be exercised
within 90 days or be forfeited.

For purposes of this agreement 'for cause' means: (i) commission of any act
of fraud or gross negligence by you in the course of your employment hereunder
which, in the case of gross negligence, has a materially adverse effect on the
business or financial condition of NPC or any of its affiliates; (ii) voluntary
termination by you of your employment or failure, refusal or neglect by you to
comply with any of your material obligations hereunder or failure by you to
comply with a reasonable instruction of any superior officer of NPC or its Board
of Directors, which failure, refusal or neglect, if curable, is not fully and
completely cured to the reasonable satisfaction of NPC as soon as reasonably
possible upon written notice to you; (iii) engagement by you in any conduct or
the commission by you of any act which is, in the reasonable opinion of NPC is
materially injurious or detrimental to the substantial interest of NPC or any of
its affiliates; (iv) indictment for any act, whether with respect to your
employment or otherwise, which is in violation of the criminal laws of the
United States or any state thereof or any similar foreign law to which you may
be subject; (v) any failure substantially to comply with any written rules,
regulations, policies or procedures of NPC or any of its affiliates which, if
not complied with, could have a material adverse effect on NPC or any of its
affiliates; or (vi) any willful failure to comply with NPC or any of its
affiliates' internal policies regarding insider trading.

You acknowledge that as a senior executive officer of NPC you will be
involved, at the highest level, in the development, implementation, and
management of NPC's and the MLP's business strategies and plans, including those
which involve NPC and the MLP's finances, marketing operations, industrial
relations, operations and acquisitions. By virtue of your unique and sensitive
position, your employment by a competitor of NPC and the MLP represents a
serious competitive danger to NPC and the MLP and the use of your talent,
knowledge, and information about NPC's and the MLP's business, strategies, and
plans can and would constitute a valuable competitive advantage over NPC and the
MLP. In view of the foregoing, if either your employment with NPC ends prior to
the end of the term by reason of your resignation in breach of this agreement,
or your employment is terminated by NPC for good cause, then you covenant and
agree that in either case for a period of eighteen (18) months following the
termination of your employment, you will not engage or be engaged in any
capacity, directly or indirectly, including, but not limited to, as an employee,
agent, consultant, manager, executive, owner, or stockholder (except as a
passive investor owning less than two percent interest in a publicly held
company) in the propane industry.

You agree to treat such as confidential and not to disclose to anyone other
than NPC and its subsidiaries and affiliated companies, and you agree that you
will not at any time during your employment and for a period of four years
thereafter, without the prior written consent of NPC divulge, furnish, or make
known or accessible to, or use for the benefit of anyone other than NPC, its
subsidiaries, and affiliated companies, any information of a confidential nature
relating in any way to the business of NPC or its subsidiaries or affiliated
companies, or any of their respective direct business customers, unless (i) you
are required to disclose such information by requirements of law, (ii) such
information is in the public domain through no fault of yours, or (iii) such
information has been lawfully acquired by you from other sources unless you know
that such information was obtained in violation of an agreement of
confidentiality.

You agree that in addition to any other remedy provided at law or in
equity, (a) NPC shall be entitled to a temporary restraining order, and both
preliminary and permanent injunctive relief restraining you from violating the
provision of the preceding two paragraphs, (b) you will indemnify and hold NPC
harmless from and against any and all damages or loss incurred by NPC or any of
its affiliates (including attorneys' fees and expenses) as a result of any such
violation; and (c) NPC's remaining obligations this agreement, if any, shall
cease (other than payment of your base salary through the date of such violation
and any earned but unpaid vacation or except as may be required by law).

This agreement shall be governed by the laws of the State of Iowa
applicable to agreements made and to be performed entirely within such State.

If you agree with the terms outlined above and in the Employment Term
Sheet, please date and sign the copy of this letter enclosed for that purpose
and return it to us.

Best regards,

Sincerely,

/s/ Ronald D. Paliughi
......................................
Ronald D. Paliughi
President and Chief Executive Officer

Agreed and Accepted

/s/ C. David Watson
......................................
C. David Watson

November 20, 1996
......................................
Date

C. DAVID WATSON
EMPLOYMENT TERM SHEET

PROVISION TERM COMMENTS
- ------------------------ ----------------------------- ----------------------------------------------------

Base Salary............. $125,000/year Subject to increase at discretion of NPC Board.
Annual Incentive........ $62,500/cycle target (50% of Company and individual performance assessed for each
salary) fiscal year relative to objective agreed in
advance between executive and CEO of NPC.
Mid-Term Cash........... $50,000/cycle target (40% of The CEO of NPC will develop a mid-term cash
salary) performance plan calibrated to deliver the target
award for delivering agreed upon profit over a
three-year performance cycle during each year of
the three-year cycle an amount will be accrued
based upon a share of the company's profits over a
minimum return; a new three-year cycle begins each
year so that after the third year the annual cash
pay-out should equal or exceed the target; no cap
on potential award.
Unit Options............ Grants consistent with status --
to be awarded by NPC
Compensation Committee.
Relocation.............. See attachment. --
Health, Medical, Participation in NPC Plans. --
Insurance Benefits....
Car..................... Commencing on or about --
December 19, 1996, you will
be provided an automobile
for the period ending on
the earlier of (i) the date
your family moves to the
Cedar Rapids metropolitan
area or (ii) June 30, 1997.
Vacation................ Consistent with other senior --
executive officers.

RELOCATION ALLOWANCE

A one-time miscellaneous relocation allowance will be provided equal to the
net amount of two months' salary (i.e., your monthly base salary less normal
payroll deductions). The purpose of this allowance is to help cover any expenses
connected with the move for which reimbursement is not covered by the Relocation
Program and which are specific to your own personal needs. If you voluntarily
(i) decide not relocate or (ii) separate from the Company within the first year
from your date of hire, the full amount of the moving allowance paid to you is
required to be reimbursed to the Company. Such amount will be subtracted as a
payroll deduction or by other means satisfactory to the Company.

Dear Relocating Executive:

Congratulations on your new assignment. You and your family will encounter
many personal and professional opportunities in your new location. For all of us
at the Company, your move, and the ongoing relocation of key employees, is
considered crucial to our continued success in today's competitive business
environment. For that reason, we commit to help you accomplish your move with
minimal disruption to you and your family.

Through the Relocation Program described in this booklet, the Company will
provide you with the professional and financial resources necessary to make it
possible for you and your family to relocate smoothly and effectively. Please
make full use of the support available to you through this Program. As a first
step, take time to review your concerns, and begin thinking out the steps you
need to take in order to plan for a successful move.

It is the intent of the Program to cover the reasonable costs associated
with your move. For this reason the Program has been designed to offer you
special relocation services and financial assistance provisions. The Program
will either provide services to you outright, or will offer reimbursement for
relocation expenses, according to certain established guidelines outlined in
this booklet.

We recognize that while wanting to become quickly effective in your new
job, you will also need to manage additional personal responsibilities resulting
from your relocation. We have an on-site Relocation Coordinator located in
Florida who will coordinate all relocation issues from the Company's side. A
Relocation Counselor from Prudential has been assigned to the Company and will
help you get started in the Program and facilitate delivery of many helpful and
timesaving services available to you and your family. Your Relocation Counselor
will assist you in planning your move process. Prudent and early use of these
critical resources will result in an easier, more cost-effective relocation for
you and your family.

We hope you find this booklet a worthwhile introduction to the programs and
services of the Corporate Relocation Program and wish you and your family a
smooth transition.

BEFORE YOU BEGIN . . .

The Company strongly urges you to take advantage of the personal assistance
which has been designed specifically for the needs of the Company's relocating
employees. Before you begin to prepare to sell your home or to look for a home
in the new area -- please familiarize yourself with the provisions of our
Program and contact a Relocation Counselor if you have not already done so.

The following individuals at Prudential Relocation Management have been
assigned to complete our team for your relocation:

Mr. Glenn Hansen Director, Client Services
(404) 612-6013
(800) 358-6889

Ms. Pat Spivey Senior Relocation Counselor
(404) 612-6057
(800) 358-6889

Please note that, even though the Counselors are situated in Atlanta, their
responsibility for the Company's relocating families is nationwide.

After you have had initial contact with your Counselor, he/she will work to
bring you a wealth of services, advice and expertise which will help make your
move as trouble-free as possible. (Please refer to the Prudential Homemarketing
Relocation Kit which will be sent to you from Prudential under separate cover.)

ELIGIBILITY

You are eligible for the assistance described in the guide if you meet the
following requirements:

JOB STATUS

You are a full-time, executive employee who is asked by the Company to
relocate as a result of being newly hired, or being offered a job transfer or
reassignment.

DISTANCE RULE

Your new distance to work is at least 35 miles greater than your current
distance to work. This measurement is based on the most direct, commonly
traveled route.

TIME LIMIT FOR REIMBURSEMENT

You have 12 months after the effective date of transfer to claim all
relocation-related reimbursements. (Please refer to the Relocation Tax Bulletin
which is included as Appendix A).

HOMEFINDING

Selecting a new community and home is one of the most important personal
decisions you will make as a result of your job transfer. The following Program
has been designed to enable you to visit your new community, and to become
familiar with the neighborhoods or areas in which you would ideally consider
living. In addition, you may use the time in the new area to select schools,
interview family care providers, or begin a job search for your spouse or other
household members. Your Relocation Counselor will be available to you throughout
this process.

HOMEFINDING EXPENSE ALLOWANCE

In order to give you sufficient time for your home search, the Company will
reimburse expenses for a total of up to 7 days and nights, including travel
time. You may use this Homefinding Expense Allowance in order to take up to two
trips within that 7 day total.

Your reimbursed expenses relate to home search and community
familiarization for you, your spouse, and your immediate family. The IRS
regulations require receipts for all expenses incurred which are in excess of
$25.00.

Reimbursements cover reasonable and necessary home search expenses,
according to normal Company business travel guidelines, including:

Round-trip, first class air fare
Car rental
Use of your personal car (at the Company mileage rate)
Reasonable lodging and meal expenses
Miscellaneous expenses: telephone, tolls, etc.

HOMESALE

There are many vital concerns surrounding the sale of your home: receiving
the best possible price, coordinating all the details of your home sale, and
managing your household move, to name only a few. The following Program provides
a comprehensive service which will help you work constructively to obtain the
best price for your home. In addition, it includes an incentive Program which
can help you benefit even further. And, just in case, the Program offers an
appraised offer for your home, if you are not able to find a buyer in the
market.

To address these concerns, and to simply relieve much of the burden of
detail involved in your relocation, the Company has contracted with Prudential
Relocation Management to provide a range of services. Through their services,
you will be provided with counseling to help you take prompt and

prudent action in marketing your home. You will also have continuing support
during the negotiation and conclusion of your sale.

The Program gives you the opportunity to look for a buyer who will pay the
highest possible price, while it offers you the security of an Offer to buy your
home at its most probable sales price, as established by professional
appraisals. The established price as set by the appraisal process is called the
Appraised Value Offer. The highest price possible established by potential
buyers is called the Amended Value Offer. These two options are outlined in the
next several pages.

One note of caution: Because of IRS regulations, if you choose to sell your
home yourself, without using these homesale options and related services, the
Company will not provide gross-up for adverse tax consequences you may incur for
any of your homesale related expenses. The Company has elected to engage the
services of Prudential Relocation Management for reasons of service and economy
both to you and to the Company -- so it is strongly encouraged that you
participate in this Program.

CONDOMINIUMS, COOPERATIVE APARTMENTS

If you own a condominium or cooperative apartment as a principal residence,
the relocation service firm will provide their normal homesale assistance.

HOME MARKETING

Your key to getting the best price for your home is to get it positioned
wisely and aggressively in your local real estate market. Your guide throughout
the Home Sale portion of your relocation is your Relocation Counselor. It is his
or her job to begin working with you before you list your home for sale in order
to develop a marketing strategy which will work best for your property.

The marketing advice your Counselor offers includes helping to determine an
attractive and reasonable asking price, reviewing any contemplated
reconditioning projects, and working to help your real estate broker assure you
proper and appropriate advertising, publicity and promotion.

Your Counselor is available to you virtually from 'day one,' before you
ever put your home on the market. You will receive advice and assistance on many
key issues which can give you an advantage in your local real estate market.

In addition to the assistance already mentioned, your Counselor will also
help you:

List your home with a broker who can maximize your home's exposure.

Consider recommendations which will eliminate anticipated buyer
objections.

Update the marketing strategy for your home through regular discussions
with you and your broker.

Review all purchase offers which you receive, whether above or below the
Appraised Value Offer.

LISTING CLAUSE

The following listing clause is necessary to protect your right to sell
your home to the relocation firm, at any time, without owing an additional
commission to your broker.

Please note that before you begin to work with your broker, or actually
execute a listing agreement, it is important to include a clause in your listing
agreement which reserves your right to sell to the relocation firm -- without
incurring a commission payable to your broker. A sample wording follows:

'The listing agreement is subject to the following provisions:

It is understood and agreed, regardless of whether or not an offer is
presented by a ready, willing and able buyer that:

1. No commission or compensation shall be earned by or due and
payable to broker until the sale of the property has been consummated
between seller and buyer, the deed delivered to the buyer, and the
purchase price delivered to seller; and

2. The seller reserves the right to sell the property to the
relocation firm. Upon execution by a named Prospective purchaser and me
(us) of an agreement of sale with respect to the property, this Listing
Agreement shall immediately terminate without obligation on my (our)
part to either pay a commission or to continue this listing.'

This clause preserves your right to accept the Appraised Value Offer, with
no obligation to pay a broker's commission fee. This does not, however, prevent
your broker from receiving a commission if you sell your home through the
Amended Value Offer.

APPRAISALS AND THE APPRAISED VALUE OFFER

The Relocation Management Company guarantees you the eventual sale of your
home at a price determined by professional appraisers. Two independent
appraisers, selected by you from a list provided by your Counselor, will review
the features of your home, and will submit a report indicating your home's
estimated most probable sale price.

Your Appraised Value Offer is established by averaging the two appraisals.
If the two appraisals vary by more than 5% of the higher figure, a third
appraisal will be performed. In this event, your Appraised Value Offer will
equal the average of the two closest appraisals.

Once the appraisals have been completed and reviewed by your Counselor, you
will receive an Appraised Value Offer to buy your home, along with copies of the
appraiser's reports. The Appraised Value Offer is valid for 60 days after it is
verbally conveyed to you. During the 60 days your Appraised Value Offer is
valid, you can try to improve upon the Appraised Value Offer in the marketplace,
with the continued marketing assistance and advice of your Counselor. If you do
not find a buyer who will pay a higher price during that time, the relocation
firm will purchase your home at the price established as the Appraised Value
Offer.

AMENDED VALUE SALE

If you succeed in obtaining any offer during your 60-day marketing period,
bring the offer to the attention of your Counselor. You, your broker, and the
Counselor will work closely together during the negotiation. After a price is
agreed upon, if the offer is acceptable to both you and your Counselor, please
be sure not to sign anything. Your Counselor will sign the Contract of Sale on
your behalf. You will then sell your property to the relocation firm at the
higher of the two offers: the Appraised Value Offer or the Amended Value Offer.
Once you have signed the Contract of Sale, the relocation firm will attempt to
complete the sale to the buyer at the price. This is called an Amended Value
Sale.

You will receive your equity based on the Appraised Value Offer. Prudential
Relocation Management will then attempt to complete the sale of the home to your
buyer. Before 'amending' the Appraised Value Offer to the price your buyer is
willing to pay, your Counselor will use his or her best efforts to determine
whether the buyer is likely to receive adequate financing to make the purchase
at the offered price. It is also crucial that the prepared sale agreement
provides for a fixed purchase price. It should also contain terms substantially
consistent with the terms of the Contract of Sale between you and the relocation
firm, and may not depend on the satisfaction of any contingency (other than
financing).

Pleas note: In the case of an Amended Value Sale, regardless of whether or
not the relocation firm is able to complete the sale (i.e. close the sale) to
the buyer, your sale to the relocation firm is considered final once it it
determined that the buyer is qualified and all contracts with the buyer have
been duly executed.

SALE BONUS PROGRAM

The critical factors in finding a buyer are to price your home
realistically, and to carefully consider all offers in light of the net return
to you.

The Sale Bonus Program provides for an incentive payment if you find a
buyer and conclude an Amended Value Sale. To be certain that you are eligible
for this payment, you must report each offer

you receive to your Counselor, even if it is below the amount of your Appraised
Value Offer. Your Counselor will then help determine the offer's net benefit to
you in light of the Bonus Program Sale.

You are eligible for the Sale Bonus if you find a buyer whose offer is
acceptable to you and your Counselor. Once you secure the sale, you are
guaranteed a bonus of $5,000. Even if the buyer's offer is somewhat less than
the relocation firm's Appraised Value Offer for your home, in some cases your
Counselor may agree to accept the offer because it will result in a higher net
return to you.

Here is an illustration of how it works:

EXAMPLE

Assumption: Appraised Value Offer -- $300,000

Selling Price $ 295,000 $ 300,000 $ 305,000
Price to You $ 300,000 $ 300,000 $ 305,000
Sale Bonus $ 5,000 $ 5,000 $ 5,000
You Receive $ 305,000 $ 305,000 $ 310,000

The Sale Bonus is considered taxable income, and will be paid to you after
the sale of your home has closed. It is not grossed-up for taxes.

DUPLICATE HOUSING EXPENSES

Your Counselor will work with you to help plan for a timely transition from
your old home to your new home so that you can avoid facing duplicate housing
costs.

But in the event you have closed on your home in the new location, and have
not yet completed the sale of your old home, the Company will cover mortgage
interest for your old home up to 60 days.

HOME PURCHASE

If you owned a home at the previous location, or are contemplating becoming
a first-time homeowner as a result of your relocation, the Program will provide
assistance with certain home purchase expenses.

CLOSING COSTS

Reimbursement will be made for all normal and reasonable home purchase
costs you encounter which are normally paid by the buyer. Such fees are
reimbursable to you under the Program, up to a value of 2.5% of the purchase
price of your new home.

Expenses include, but are not limited to, the following:

Attorney fees Title search
Transfer taxes -- state and local Survey fees
Credit reports Abstract fees
Recording fees Notary fees
Required inspections
(total not to exceed $500)

Many lenders charge a range of 'up-front' fees which have different names
and different purposes. Depending on the region you are moving to, and the
practices of your lender, you may encounter such costs, for example: Mortgage
placement fee, lender's service charges, application fee, origination fee, and
mortgage discount points.

If you have questions about mortgage options available to you when
financing your new home, your Counselor can refer you to several helpful
resources.

NORMAL HOME OWNERSHIP COSTS

Certain costs are normally incurred in the home purchase transaction, and
are considered a part of normal home ownership. These costs are, therefore, not
reimbursed by the Program. Expenses you may anticipate include, but are not
limited to, the following:

Prepaid real estate taxes Prepaid mortgage interest
Utility fees Property insurance
Owner's or Mortgage Title Insurance

RENTER'S RELOCATION PROGRAM

APARTMENT SEARCH AND FINDER'S FEES

If you wish to rent in the new location, the Program provides assistance in
helping you find a rental residence. This assistance is available through your
Relocation Counselor. Your Counselor will discuss your family needs with you and
help you review available rental housing options.

In addition, you may find that real estate agents or apartment finders
charge a fee for their services. The Program covers the cost of such a
documented fee, up to 10% of the annual rent on your new residence.

LEASE TERMINATION PENALTIES

If your need to terminate the lease or rental agreement on your old
residence, the Company provides reimbursement for reasonable lease termination
charges. The provision applies to loss of deposit or cancellation penalties up
to the value of two months' rent.

TEMPORARY LIVING

It may be necessary for you alone, or your and your family together, to
assume a temporary residence in the new location before permanent housing is
available. Your Relocation Counselor will assist you in working out all the
timing issues, and with the assistance of local real estate professionals, your
Counselor can help arrange for temporary accommodations.

If you need to take up temporary residence on your own, before your family
joins you in the new location, you will be reimbursed for travel and living
expenses for up to 60 days.

TRANSPORTATION OF HOUSEHOLD GOODS

MOVER'S SERVICE

The Program provides you with moving services to assist you in relocating
your household goods quickly and efficiently. To make your household move as
trouble-free as possible, be sure to contact your Relocation Counselor
approximately 10 days in advance of your move. Even if you are not sure of your
exact move date, Prudential can begin making arrangements with the moving
company and can provide detailed information about preparing for your move. You
should not make arrangements with a moving company directly.

The program offers the following household move services:

Packing of your household goods Moving van transport

Unpacking of your household goods and furniture (and boxes if you
wish) at the new residence

Special moving requests which require preapproval are for special crating
for art and antiques.

Your will be notified in advance of the date the movers will pick up your
furnishings and belongings. Generally, it takes one day to wrap and pack
household goods and a second day to load the van.

Once the van arrives at your new residence, the mover is responsible for
placing your furniture and boxed belongings in the exact rooms you select. If
you wish, they will also unpack all of the boxes and reassemble the furniture,
such as beds and tables.

STORAGE

With most timing issues, your Relocation Counselor can be of invaluable
help, and should be sought out for assistance in avoiding the expense of
temporary storage. For this reason, the Program does not provide for the storage
of household goods without prior approval.

APPLIANCES

You will be reimbursed for installation of most major appliances, if the
same or similar appliances existed at your former residence. Reimbursable costs
include: Plumbing, electrical, labor and materials required to disconnect or
reconnect.

AUTOMOBILE SHIPMENT

The Program provides for the shipment of up to two automobiles.

ITEMS EXCLUDED FROM THE MOVING PROGRAM

There are restrictions on moving animals, plants, boats, valuables, such as
currency, jewelry, hazardous items, and other items not suited for furniture van
transport.

The Company will not pay to move pianos, grandfather clocks, pool tables,
weight machine, tread mills and other bulk and overweight items.

MOVING YOUR FAMILY

FAMILY MOVING TRIP

The Company provides reimbursement for transportation, lodging, meals and
expenses, within regular Company guidelines, for you and your family on your
moving trip to the new location.