Edgar Filing: UGI CORP /PA/

Definitive Notice & Proxy Statement and Proxy Card

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

UGI CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

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(2)

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(3)

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(4)

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¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

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(2)

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LOGO

Notice of January 27, 2009

Annual Meeting and

Proxy Statement

BOX 858 VALLEY FORGE, PA 19482 — 610-337-1000

LOGO

LON R. GREENBERG

Chairman and

Chief Executive Officer

December 19, 2008

Dear Shareholder,

On behalf of our entire Board of Directors, I cordially invite you to attend our Annual Meeting of Shareholders on Tuesday, January 27, 2009. At the meeting, we will review UGI’s performance for Fiscal 2008 and our expectations for the future.

A notice of the meeting and Proxy Statement follow. You will also find enclosed your proxy voting card and our 2008 Annual Report. I would like to take this opportunity to remind you that your vote is important. Please read the proxy materials and take a moment now to vote via the Internet, by telephone or by using the enclosed proxy voting card and returning it in the postage-paid envelope we have provided.

I look forward to seeing you on January 27th and addressing your questions and comments.

Sincerely,

Lon R. Greenberg

460 NORTH GULPH ROAD, KING OF PRUSSIA, PA 19406

BOX 858 VALLEY FORGE, PA 19482 — 610-337-1000

LOGO

December 19, 2008

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of UGI Corporation will be held on Tuesday, January 27, 2009, at 10:00 a.m., at The Desmond Hotel and Conference Center, Ballrooms A and B, One Liberty Boulevard, Malvern, Pennsylvania. Shareholders will consider and take action on the following matters:

1. Election of nine directors to serve until the next annual meeting of Shareholders;

2. Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for Fiscal 2009; and

3. Transaction of any other business that is properly raised at the meeting.

Margaret M. Calabrese

Corporate Secretary

460 NORTH GULPH ROAD, KING OF PRUSSIA, PA 19406

n TABLE OF CONTENTS


ANNUAL MEETING INFORMATION		1
SECURITIES OWNERSHIP OF MANAGEMENT		4
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		6
ITEM 1 – ELECTION OF DIRECTORS		7
NOMINEES		7
CORPORATE GOVERNANCE		10
COMMUNICATIONS WITH THE BOARD		11
BOARD COMMITTEES AND MEETING ATTENDANCE		11
COMPENSATION OF DIRECTORS		16
REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS		17
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS		18
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS		20
POLICY FOR APPROVAL OF RELATED PERSON TRANSACTIONS		20
COMPENSATION DISCUSSION AND ANALYSIS		21
COMPENSATION OF EXECUTIVE OFFICERS		37
ITEM 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS		59
ITEM 3 – OTHER MATTERS		60
DIRECTIONS TO THE DESMOND HOTEL AND CONFERENCE CENTER		61

UGI CORPORATION

460 North Gulph Road

King of Prussia, Pennsylvania 19406

PROXY STATEMENT

n ANNUAL MEETING INFORMATION

This proxy statement contains information related to the Annual Meeting of Shareholders of UGI Corporation to be held on Tuesday, January 27, 2009, beginning at 10:00 a.m., at The Desmond Hotel and Conference Center, Ballrooms A and B, One Liberty Boulevard, Malvern, Pennsylvania and at any postponements or adjournments thereof. Directions to The Desmond Hotel and Conference Center appear at the back of this booklet. This proxy statement was prepared under the direction of the Company’s Board of Directors to solicit your proxy for use at the Annual Meeting. It will be mailed to Shareholders on or about December 19, 2008.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on January 27, 2009:

This Proxy Statement and the Company’s 2008 Annual Report are available at www.ugicorp.com.

Who is entitled to vote?

Shareholders of record of our common stock at the close of business on November 21, 2008 are entitled to vote at the Annual Meeting, or any postponement or adjournment of the meeting scheduled in accordance with Pennsylvania law. Each shareholder has one vote per share on all matters to be voted on. On November 21, 2008, there were 107,901,725 shares of common stock outstanding.

What am I voting on?

You will be asked to elect nine nominees to serve on the Company’s Board of Directors and to ratify the appointment of our independent registered public accountants for Fiscal 2009. The Board of Directors is not aware of any other matters to be presented for action at the meeting.

How does the Board of Directors recommend I vote on the proposals?

The Board of Directors recommends a vote FOR the election of each of the nominees for Director and FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for Fiscal 2009.

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What does it mean if I get more than one proxy card?

If your shares are registered differently and are in more than one account, you will receive more than one card. Please follow the directions for voting on each of the proxy cards you receive to ensure that all of your shares are voted.

How do I vote?

You may vote in one of three ways:

Vote Over the Internet

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If your shares are held in the name of a broker, bank or other nominee: Vote your shares over the Internet by following the voting instructions that you receive from such broker, bank or other nominee.

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If your shares are registered in your name: Vote your shares over the Internet by accessing the Computershare proxy online voting website at:

www.investorvote.com

and following the on-screen instructions. You will need the control number that appears on your proxy card when you access the web page.

Vote By Telephone (Touch-Tone Phone Only)

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If your shares are held in the name of a broker, bank or other nominee: Vote your shares over the telephone by following the voting instructions you receive from such broker, bank or other nominee.

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If your shares are registered in your name: Vote your shares over the telephone by accessing the telephone voting system toll-free at 1-800-652-8683 and following the telephone voting instructions. The telephone instructions will lead you through the voting process. You will need the control number that appears on your proxy card when you call.

Internet and telephone voting will provide proxy holders the same authority to vote your shares as if you returned your proxy card by mail. In addition, Internet and telephone voting will reduce the Company’s proxy-related first-class postage expenses.

Vote by Returning Your Proxy Card

You may vote by signing and returning your proxy card. The proxy holders will vote your shares according to your directions. If you sign and return your proxy card without specifying choices, your shares will be voted as recommended by the Board of Directors.

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If You Change Your Mind After Voting

You can revoke your proxy at any time before it is voted. Proxies are voted at the Annual Meeting. If you are a shareholder of record, you can write to the Company’s Corporate Secretary at our principal offices, 460 North Gulph Road, King of Prussia, Pennsylvania 19406, stating that you wish to revoke your proxy and that you need another proxy card. If you hold your shares through a broker, bank or other nominee, you can revoke your proxy by contacting the broker, bank or other nominee and asking for a new proxy card. Alternatively, you can vote again, either over the Internet or by telephone. If you attend the meeting, you may vote by ballot, which will cancel your previous proxy vote. If your shares are held through a broker, bank or other nominee, and you wish to vote by ballot at the meeting, you will need to contact your bank, broker or other nominee to obtain a legal proxy form that you must bring with you to the meeting to exchange for a ballot. Your last vote is the vote that will be counted.

What is a quorum?

A quorum of the holders of the outstanding shares must be present for the Annual Meeting to be held. A “quorum” is the presence at the meeting, in person or represented by proxy, of the holders of a majority of the outstanding shares entitled to vote.

How are votes, abstentions and broker non-votes counted?

Abstentions are counted for purposes of determining the presence or absence of a quorum, but are not considered a vote cast under Pennsylvania law.

A broker non-vote may occur when a broker, bank or other nominee holding shares on your behalf does not receive voting instructions from you. If that happens, the broker, bank or other nominee may vote those shares only on matters deemed “routine” by the New York Stock Exchange, such as the election of directors and the ratification of the appointment of the independent accountants. A “broker non-vote” occurs when a broker has not received voting instructions and either declines to exercise its discretionary authority to vote on routine matters or is barred from doing so because the matter is non-routine. Broker non-votes are counted to determine if a quorum is present, but are not considered a vote cast under Pennsylvania law.

As a result, abstentions and broker non-votes are not included in the tabulation of the voting results on issues requiring approval of a majority of the votes cast and, therefore, do not have the effect of votes in opposition in such tabulation.

What vote is required to approve each item?

The Director nominees will be elected by a plurality of the votes cast at the Annual Meeting. The other matter to be considered at the meeting requires the affirmative vote of a majority of the votes cast at the meeting on the item to be approved.

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Who will count the vote?

Computershare Inc., our Transfer Agent, will tabulate the votes cast by proxy or in person at the Annual Meeting.

What are the deadlines for Shareholder’s proposals for next year’s Annual Meeting?

Shareholders may submit proposals on matters appropriate for shareholder action at future annual meetings by following the rules of the Securities and Exchange Commission (“SEC”). Proposals intended for inclusion in next year’s proxy statement and proxy card must be received by the Company not later than August 20, 2009. With respect to proposals not intended for inclusion in the Company’s proxy materials for next year’s annual meeting, if the Company does not receive notice of such a proposal by November 3, 2009 and the matter is raised at that meeting, the proxy holders will have discretionary authority to vote on the matter. All proposals and notifications should be addressed to the Corporate Secretary.

How much did this proxy solicitation cost?

The Company has engaged Georgeson Inc. to solicit proxies for the Company for a fee of $7,000 plus reasonable expenses for additional services. We also reimburse banks, brokerage firms and other institutions, nominees, custodians and fiduciaries for their reasonable expenses for sending proxy materials to beneficial owners and obtaining their voting instructions. Certain Directors, officers and regular employees of the Company and its subsidiaries may solicit proxies personally or by telephone or facsimile without additional compensation.

n SECURITIES OWNERSHIP OF MANAGEMENT

The following table shows the number of shares beneficially owned by each Director, Nominee, and by each of the executive officers named in the Summary Compensation Table, and by all Directors and executive officers as a group. The table shows their beneficial ownership as of October 1, 2008.

Our subsidiary AmeriGas Propane, Inc. is the General Partner of AmeriGas Partners, L.P., one of our consolidated subsidiaries and a publicly-traded limited partnership. The table also shows, as of October 1, 2008, the number of common units of AmeriGas Partners, L.P. beneficially owned by each Director and named executive officer, and by all Directors and executive officers as a group.

Mr. Greenberg beneficially owns approximately 1.5 percent of the outstanding common stock. Each other person named in the table beneficially owns less than 1 percent of the outstanding common stock and less than 1 percent of the outstanding common units of AmeriGas Partners, L.P. Directors and named executive officers as a group own approximately 3 percent of the outstanding common stock and less than 1 percent of the outstanding common units of AmeriGas Partners, L.P. For purposes of reporting total beneficial ownership, shares that may be acquired within 60 days of October 1, 2008 through UGI Corporation stock option exercises are included.

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Beneficial Ownership of Directors, Nominees and Named Executive Officers


Name	Aggregate Number of Shares of UGI Common Stock⁽¹⁾		Stock Units Held Under 2004 Plan⁽²⁾	Exercisable Options For UGI Common Stock	Aggregate Number of AmeriGas Partners, L.P. Common Units
James W. Stratton	21,608	⁽³⁾	63,902	92,900	1,000	⁽³⁾
Richard C. Gozon	32,608		83,959	92,900	5,000
Stephen D. Ban	16,496		50,634	66,500	0
Lon R. Greenberg	503,006	⁽⁴⁾	0	1,095,000	7,000
Marvin O. Schlanger	9,724	⁽⁵⁾	41,347	92,900	1,000	⁽⁵⁾
Anne Pol	6,362		51,932	60,500	0
Ernest E. Jones	3,618		19,563	66,500	0
Roger B. Vincent	10,000		7,853	25,500	6,000
John L. Walsh	70,030	⁽⁶⁾	0	340,000	3,000	⁽⁶⁾
M. Shawn Puccio	0		0	0	0
Peter Kelly	12,000	⁽⁷⁾	0	16,666	0
Eugene V. N. Bissell	66,380	⁽⁸⁾	0	23,333	37,246	⁽⁸⁾
François Varagne	41,000		0	70,000	0
Directors and executive officers as a group (17 persons)	926,557		319,190	2,398,365	73,354

(1)	Sole voting and investment power unless otherwise specified.

(2)	The Amended and Restated UGI Corporation 2004 Omnibus Equity Compensation Plan, as amended (the “2004 Plan”) provides that stock units will be converted to shares and paid out to Directors upon their retirement or termination of service.

(3)	Mr. Stratton’s shares and common units are held jointly with his spouse.

(4)	Mr. Greenberg holds 345,808 shares jointly with his spouse.

(5)	Mr. Schlanger’s spouse holds 2,000 shares and all common units shown. Mr. Schlanger disclaims beneficial ownership of the shares and common units owned by his wife.

(6)	Mr. Walsh’s shares and common units are held jointly with his spouse.

(7)	Mr. Kelly holds 6,000 shares jointly with his spouse.

(8)	Mr. Bissell’s shares and common units are held jointly with his spouse.

Section 16(a) – Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our Directors, certain officers and 10 percent beneficial owners to report their ownership of shares and changes in such ownership to the SEC. Based on our records, we believe that during Fiscal 2008 all of such reporting persons complied with all Section 16(a) reporting requirements applicable to them, except for Messrs. Hall and Varagne. Mr. Hall filed one Form 4 relating to an equity compensation award 3 business days late due to an administrative error. Mr. Varagne filed one Form 4 relating to a sale of securities in France one day late, due to an intervening French holiday.

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n SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table shows information regarding each person known by the Company to be the beneficial owner of more than 5 percent of the Company’s common stock. The ownership information below is based on information reported on a Form 13F as filed with the SEC in November 2008 for the quarter ended September 30, 2008.

Securities Ownership of Certain Beneficial Owners


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class⁽¹⁾
Common Stock	Barclays Global Investors UK Holdings Limited 1 Churchill Place, Canary Wharf London, E14 5HP – United Kingdom	13,659,028	⁽²⁾	12.66	%

Common Stock	Wellington Management Company, LLP 75 State Street Boston, MA 02109	11,526,813	⁽³⁾	10.68	%

(1)	Based on 107,901,725 shares of common stock issued and outstanding at November 21, 2008.

(2)	The reporting person, and certain related entities, has sole voting power with respect to 10,509,935 shares, shared voting power with respect to no shares, and shared investment power with respect to all 13,659,028 shares.

(3)	The reporting person, and certain related entities, has sole voting power with respect to 7,872,229 shares, shared voting and investment power with respect to 1,328,636 shares, and sole investment power with respect to 10,198,177 shares.

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ITEM 1—ELECTION OF DIRECTORS

n NOMINEES

Nine Directors will be elected at the Annual Meeting. Directors will serve until the next annual meeting or until their earlier resignation or removal. If any nominee is not available for election, proxies will be voted for another person nominated by the Board of Directors or the size of the Board will be reduced. Eight members of the Board of Directors elected at last year’s annual meeting are standing for re-election this year. Mr. James W. Stratton is not eligible for re-election under the Company’s bylaws because he has reached retirement age. Ms. Puccio is a nominee for the first time.

The nominees are as follows:

RICHARD C. GOZON

Director since 1989

Age 70

Mr. Gozon retired in April of 2002 as Executive Vice President of Weyerhaeuser Company (an integrated forest products company) and Chairman of Norpac (North Pacific Paper Company, a joint venture with Nippon Paper Industries headquarters in Tokyo, Japan), positions he had held since 1994. Mr. Gozon was formerly a Director (1984 to 1993), President and Chief Operating Officer of Alco Standard Corporation (a provider of paper and office products) (1988 to 1993); Executive Vice President and Chief Operating Officer (1988), President (1985 to 1987) of Paper Corporation of America. He also serves as a Director of UGI Utilities, Inc.; AmeriGas Propane, Inc.; AmerisourceBergen Corp.; and Triumph Group, Inc.

STEPHEN D. BAN

Director since 1991

Age 68

Dr. Ban is currently serving as the Director of the Technology Transfer Division of the Argonne National Laboratory (science-based Department of Energy laboratory dedicated to advancing the frontiers of science in energy, environment, biosciences and materials) (March 2002 to present). He previously served as President and Chief Executive Officer of the Gas Research Institute (gas industry research and development funded by distributors, transporters, and producers of natural gas) (1987 through 1999). He also served as Executive Vice President. Prior to joining GRI in 1981, he was Vice President, Research and Development and Quality Control of Bituminous Materials, Inc. Dr. Ban also serves as a Director of UGI Utilities, Inc.; AmeriGas Propane, Inc.; and Energen Corporation.

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LON R. GREENBERG

Director since 1994

Age 58

Mr. Greenberg has been Chairman of the Board of Directors of UGI since August 1996 and Chief Executive Officer since August 1995. He was formerly President (1994 to April 2005), Vice Chairman of the Board (1995 to 1996), and Senior Vice President – Legal and Corporate Development (1989 to 1994). Mr. Greenberg also serves as a Director of UGI Utilities, Inc.; AmeriGas Propane, Inc.; and Aqua America, Inc.

MARVIN O. SCHLANGER

Director since 1998

Age 60

Mr. Schlanger is a Principal in the firm of Cherry Hill Chemical Investments, L.L.C. (management services and capital for chemical and allied industries) (October 1998 to the present), and Vice Chairman of Hexion Specialty Chemicals, Inc. (June 2005 to present). He was previously Chairman and Chief Executive Officer of Resolution Performance Products, Inc. (a manufacturer of specialty and intermediate chemicals) (November 2000 to May 2005), Chairman of Covalence Specialty Materials Corp. (February 2006 to April 2007), and Chairman of Resolution Specialty Materials, LLC (August 2004 to May 2005). Mr. Schlanger also serves as a Director of UGI Utilities, Inc.; Momentive Performance Materials Inc.; and Hexion Specialty Chemicals.

ANNE POL

Director 1993 through 1997 and

since December 1999

Age 61

Mrs. Pol retired in June of 2005 as President and Chief Operating Officer of Trex Enterprises Corporation (a high technology research and development company), a position she had held since October 15, 2001. She previously served as Senior Vice President of Thermo Electron Corporation (environmental monitoring, analytical instruments and a major producer of recycling equipment, biomedical products and alternative energy systems) (1998 to 2001), and Vice President (1996 to 1998). Mrs. Pol also served as President of Pitney Bowes Shipping and Weighing Systems Division, a business unit of Pitney Bowes Inc. (mailing and related business equipment) (1993 to 1996); Vice President of New Product Programs in the Mailing Systems Division of Pitney Bowes Inc. (1991 to 1993) and Vice President of Manufacturing Operations in the Mailing Systems Division of Pitney Bowes Inc. (1990 to 1991). Mrs. Pol also serves as a Director of UGI Utilities, Inc.

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ERNEST E. JONES

Director since 2002

Age 64

Mr. Jones is President and Chief Executive Officer of Philadelphia Workforce Development Corporation (an agency which funds, coordinates and implements employment and training activities in Philadelphia, Pennsylvania), a position he has held since 1998. He formerly served as President and Executive Director of the Greater Philadelphia Urban Affairs Coalition (1983 to 1998) and as Executive Director of Community Legal Services, Inc. (1977 to 1983). Mr. Jones also serves as a Director of the African American Museum in Philadelphia; Thomas Jefferson University; the Philadelphia Contributionship; Vector Security, Inc.; UGI Utilities, Inc.; and the Paradigm Funds.

JOHN L. WALSH

Director since April 2005

Age 53

Mr. Walsh is a Director (since April 2005) and President and Chief Operating Officer of UGI Corporation (since April 2005). He is also Vice Chairman of AmeriGas Propane, Inc. and UGI Utilities, Inc. (since April 2005). Previously, Mr. Walsh was the Chief Executive of the Industrial and Special Products Division of the BOC Group plc (industrial gases), a position he assumed in 2001. He was also an Executive Director of BOC (2001 to 2005). He joined BOC in 1986 as Vice President-Special Gases and held various senior management positions in BOC, including President of Process Gas Solutions, North America (2000 to 2001) and President of BOC Process Plants (1996 to 2000). Mr. Walsh also serves as a Director of UGI Utilities, Inc. and AmeriGas Propane, Inc.

ROGER B. VINCENT

Director since February 2006

Age 63

Mr. Vincent is President of Springwell Corporation, a corporate finance advisory firm located in New York (since 1989). Mr. Vincent also serves as a Director and Chairman of the Board of Directors of the ING Mutual Funds, ING Asia Pacific High Dividend Equity Income Fund, ING Global Advantage and Premium Opportunity Fund, ING Global Equity Dividend and Premium Opportunity Fund, ING Prime Rate Trust and ING Risk Managed Natural Resources Fund. Mr. Vincent is also a Director of UGI Utilities, Inc.

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M. SHAWN PUCCIO

Nominee

Age 46

Ms. Puccio is Senior Vice President, Finance of Saint-Gobain Corporation, the North American business of Compagnie de Saint-Gobain, a global manufacturer and distributor of flat glass, building products, glass containers and high performance materials (since 2006). Ms. Puccio was formerly Vice President, Finance (2005 to 2006) and Vice President, Internal Control Services (2002 to 2005) of Saint-Gobain. Prior to joining Saint-Gobain, she was a partner with PricewaterhouseCoopers LLP, a public accounting firm (1997 to 2002), having joined Price Waterhouse in 1984. Ms. Puccio is a Director of Girl Scouts of Eastern Pennsylvania.

n CORPORATE GOVERNANCE

The business of UGI Corporation is managed under the direction of the Board of Directors. As part of its duties, the Board oversees the corporate governance of the Company for the purpose of creating long-term value for its shareholders and safeguarding its commitment to its other stakeholders: our employees, our customers, our suppliers and creditors, and the communities in which we do business. To accomplish this purpose, the Board considers the interests of the Company’s stakeholders when, together with management, it sets the strategies and objectives of the Company. The Board also evaluates management’s performance in pursuing those strategies and achieving those objectives.

In carrying out its responsibilities under the guidelines set forth by the Principles of Corporate Governance, the Board will:

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Approve the Company’s strategies and objectives;

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Evaluate the performance and compensation of the Chief Executive Officer and senior management;

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Review succession planning;

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Advise and counsel management;

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Monitor codes of conduct and policies on corporate governance;

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Establish and monitor Board and Committee structure;

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Designate a Presiding Director; and

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Assess Board and Board Committee performance.

The full text of the Company’s Principles of Corporate Governance can be found on the Company’s website, www.ugicorp.com, under Investor Relations and Corporate Governance. The Company has also adopted (i) a Code of Ethics for the Chief Executive Officer and Senior Financial Officers that applies to the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and (ii) a Code of Business Conduct and Ethics for Directors, Officers and Employees. Both Codes and the Charters of the Corporate Governance,

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Audit, and Compensation and Management Development Committees of the Board of Directors are posted on the Company’s website, www.ugicorp.com, under Investor Relations and Corporate Governance. All of these documents are also available free of charge by writing to Robert W. Krick, Vice President and Treasurer, UGI Corporation, P.O. Box 858, Valley Forge, PA 19482.

n COMMUNICATIONS WITH THE BOARD

You may contact the Board of Directors or the non-management Directors as a group by writing to them c/o UGI Corporation, P. O. Box 858, Valley Forge, PA 19482.

Any communications directed to the Board of Directors or the non-management Directors as a group from employees or others that concern complaints regarding accounting, internal controls or auditing matters will be handled in accordance with procedures adopted by the Audit Committee of the Board.

All other communications directed to the Board of Directors or the non-management Directors as a group are initially reviewed by the General Counsel. The Chairman of the Corporate Governance Committee is advised promptly of any such communication that alleges misconduct on the part of Company management or raises legal, ethical or compliance concerns about Company policies or practices.

On a periodic basis, the Chairperson of the Corporate Governance Committee receives updates on other communications that raise issues related to the affairs of the Company but do not fall into the two prior categories. The Chairperson of the Corporate Governance Committee determines which of these communications he would like to see. The Corporate Secretary maintains a log of all such communications that is available for review for one year upon request of any member of the Board.

Typically, we do not forward to our Board of Directors communications from our shareholders or other parties which are of a personal nature or are not related to the duties and responsibilities of the Board, including customer complaints, job inquiries, surveys, polls and business solicitations.

These procedures have been posted on the Company’s website at www.ugicorp.com under “Investor Relations and Corporate Governance.”

n BOARD COMMITTEES AND MEETING ATTENDANCE

The Board of Directors has determined that, other than Messrs. Greenberg and Walsh, no Director or Nominee has a material relationship with the Company and each Director and Nominee satisfies the criteria for an “independent director” under the rules of the New York Stock Exchange. The Board of Directors has established the following guidelines to assist it in determining director independence: (i) if a Director serves as an officer, director or trustee of a non-profit organization, charitable contributions to that organization by the Company and its affiliates in an amount up to $250,000 per year will not be considered to result in a material

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relationship between such Director and the Company, and (ii) service by a Director or his immediate family member as an executive officer or employee of a company that makes payments to, or receives payments from, the Company or its affiliates for property or services in an amount which, in any of the last three fiscal years, did not exceed the greater of $1 million or 2 percent of such other company’s consolidated gross revenues, will not be considered to result in a material relationship between such Director and the Company. In making its determination of independence, the Board of Directors considered ordinary business transactions between Ms. Puccio’s employer and subsidiaries of the Company, all of which were in compliance with the categorical standards set by the Board of Directors for determining director independence.

The Board of Directors held 7 meetings in Fiscal 2008. All Directors attended at least 75 percent of the meetings of the Board of Directors and Committees of the Board of which they were members. Generally, all Directors attend the Company’s Annual Meetings of Shareholders, and each of the Company’s Directors attended the 2008 Annual Meeting of Shareholders, held on January 29, 2008. Independent Directors of the Board also meet in regularly scheduled sessions without management. These sessions are led by Mr. James W. Stratton, who currently holds the position of Presiding Director. The Board will select a new Presiding Director immediately following the 2009 Annual Meeting.

The Board of Directors has established the Audit Committee, the Compensation and Management Development Committee, the Executive Committee, the Corporate Governance Committee, and the Planning and Finance Committee. All of these Committees are responsible to the full Board of Directors. The functions of and other information about these Committees are summarized below.

Audit Committee

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Oversees the accounting and financial reporting processes of the Company and independent audits of the financial statements of the Company.

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Appoints and approves the compensation of the Company’s independent accountants.

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Monitors the independence of the Company’s independent accountants and the performance of the independent accountants and the internal audit function.

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Oversees the adequacy of the Company’s controls relative to financial and business risk.

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Provides a means for open communication among the Company’s independent accountants, management, internal audit staff and the Board.

•

Oversees compliance with applicable legal and regulatory requirements.

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AUDIT COMMITTEE MEMBERS: R. B. Vincent (Chairperson), M. O. Schlanger, and A. Pol.

The Board of Directors has determined that all of the Audit Committee members – Mr. Vincent, Mr. Schlanger and Mrs. Pol, qualify as “audit committee financial experts” in accordance with the applicable rules and regulations of the SEC. Each of the members of the Audit Committee is “independent” as defined by the New York Stock Exchange listing standards.

MEETINGS HELD LAST YEAR: 7

Compensation and Management Development Committee

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Establishes executive compensation policies and programs.

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Recommends to the Board base salaries and target bonus levels for senior executive personnel.

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Reviews the Company’s management development and succession planning policies.

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Reviews and approves corporate goals and objectives relevant to Chief Executive Officer compensation, evaluates the Chief Executive Officer’s performance in light of those goals and objectives, and together with the other independent Directors on the Board, determines and approves the Chief Executive Officer’s compensation based upon this evaluation.

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Reviews with management the Company’s “Compensation Discussion and Analysis.”

•

Approves the awards and payments to be made to senior executive personnel of the Company under its long-term compensation plans.

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE MEMBERS: R. C. Gozon (Chairperson), M. O. Schlanger, and A. Pol.

Each of the members of the Committee is “independent” as defined by the New York Stock Exchange listing standards.

MEETINGS HELD LAST YEAR: 4

Compensation Committee Interlocks and Insider Participation

The members of the Compensation and Management Development Committee are Mr. Gozon, Mr. Schlanger and Mrs. Pol. None of the members is a former or current officer or employee of the Company or any of its subsidiaries. None of the members has any relationship required to be disclosed under this caption under the rules of the Securities and Exchange Commission.

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Executive Committee

•

Has the full power of the Board between meetings of the Board, with specified limitations relating to major corporate matters.

EXECUTIVE COMMITTEE MEMBERS: J. W. Stratton (Chairperson), R. C. Gozon, and L. R. Greenberg.

MEETINGS HELD LAST YEAR: 2

Corporate Governance Committee

•

Identifies nominees and reviews the qualifications of persons eligible to stand for election as Directors and makes recommendations to the Board on this matter.

•

Reviews and recommends candidates for committee membership and chairs.

•

Advises the Board with respect to significant developments in corporate governance matters.

•

Reviews and assesses the performance of the Board and each Committee.

•

Reviews and recommends Director compensation.

•

Reviews Directors’ and officers’ indemnification and insurance coverage.

Selection and Evaluation of Board Candidates

The Corporate Governance Committee seeks director candidates based upon a number of qualifications, including their independence, knowledge, judgment, character, leadership skills, education, experience, financial literacy, standing in the community, and ability to foster a diversity of backgrounds and views and to complement the Board’s existing strengths. As part of the process of selecting Board candidates, the Committee obtains an opinion of the Company’s General Counsel that there is no reason to believe that the Board candidate is not “independent” as defined by the New York Stock Exchange listing standards. The Committee conducts an annual assessment of the composition of the Board and Committees and reviews with the Board the appropriate skills and characteristics required of Board members. The Committee generally relies upon recommendations from a wide variety of its business contacts, including current executive officers, Directors, community leaders, and shareholders as a source for potential Board candidates. The Committee sometimes uses the services of a third-party executive search firm to assist it in identifying and evaluating possible nominees for director. Ms. Puccio was recommended to the Committee as a possible nominee by a third-party search firm.

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Written recommendations for director nominees should be delivered to the Corporate Secretary, UGI Corporation, 460 North Gulph Road, King of Prussia, PA 19406. The Company’s bylaws do not permit shareholders to nominate candidates from the floor at an annual meeting without notifying the Corporate Secretary 45 days prior to the anniversary of the mailing date of the Company’s proxy statement for the previous year’s annual meeting. Notification must include certain information detailed in the Company’s bylaws. If you intend to nominate a candidate from the floor at an annual meeting, please contact the Corporate Secretary.

CORPORATE GOVERNANCE COMMITTEE MEMBERS: J. W. Stratton (Chairperson), R. C. Gozon, and E. E. Jones.

Each of the members of the Committee is “independent” as defined by the New York Stock Exchange listing standards.

MEETINGS HELD LAST YEAR: 2

Planning and Finance Committee

•

Reviews the Company’s planning and budgeting processes and its Annual Budget and Three Year Plan.

•

Reviews the financial prospects of the Company and its capital structure and risk profile.

PLANNING AND FINANCE COMMITTEE MEMBERS: M. O. Schlanger (Chairperson), S. D. Ban, R. C. Gozon, L. R. Greenberg, and J. W. Stratton.

MEETINGS HELD LAST YEAR: None. Due to a change in the meeting schedule, the annual meeting of the Committee was held during the first week of Fiscal Year 2009, instead of the last week of Fiscal Year 2008.

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n COMPENSATION OF DIRECTORS

The table below shows the components of director compensation for Fiscal 2008. A Director who is an officer or employee of the Company or its subsidiaries is not compensated for service on the Board of Directors or on any Committee of the Board.

Director Compensation Table – Fiscal 2008


Name (a)	Fees Earned or Paid in Cash ($)(1) (b)	Stock Awards ($)(2) (c)	Option Awards ($) (3) (d)	Non-Equity Incentive Plan Compen- sation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
S. D. Ban	62,000	100,541	43,180	0	0	0	205,721
R. C. Gozon	72,000	122,897	43,180	0	0	0	238,077
E. E. Jones	62,000	79,698	43,180	0	0	0	184,878
A. Pol	67,000	101,411	43,180	0	0	0	211,591
M. O. Schlanger	72,000	94,311	43,180	0	0	0	209,491
J. W. Stratton	67,000	109,441	43,180	0	0	0	219,621
R. B. Vincent	72,000	71,844	43,180	0	0	0	187,024

(1)

Annual Retainers. The Company pays its non-management Directors an annual retainer of $62,000 for Board service and pays an additional annual retainer of $5,000 to members of the Audit Committee, other than the chairperson. The Company also pays an annual retainer to the chairperson of each of the Committees, other than the Executive Committee, as follows: Audit, $10,000; Compensation and Management Development, $10,000; Corporate Governance, $5,000; and Planning and Finance, $5,000. The Company pays no meeting attendance fees.

(2)

Stock Units. All Directors named above received 2,550 stock units in Fiscal 2008 as part of their annual compensation. The stock units were awarded under the Company’s 2004 Plan. Each stock unit represents the right to receive a share of stock and dividend equivalents when the Director ends his or her service on the Board. Stock units earn dividend equivalents on each record date for the payment of a dividend by the Company on its shares. Accrued dividend equivalents are converted to additional stock units annually, on the last date of the calendar year, based on the closing stock price for the Company’s shares on the last trading day of the year. All stock units and dividend equivalents are fully vested when credited to the

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Director’s account. Account balances become payable 65 percent in shares and 35 percent in cash, based on the value of a share, upon retirement or termination of service. In the case of a change in control of the Company, the stock units and dividend equivalents will be paid in cash based on the fair market value of the Company’s common stock on the date of the change in control. The amounts shown in column (c) above represent the dollar amount recognized for financial statement reporting purposes, in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004) (“SFAS 123R”), of the fair value of awards of stock units. The assumptions used in the calculation of the amounts shown are included in Note 8 to our audited consolidated financial statements for Fiscal 2008, which are included in our Annual Report on Form 10-K filed with the SEC on November 21, 2008. The dollar value shown in column (c) above reflects each Director’s annual award, as well as the accumulation of stock units credited upon the conversion of dividend equivalents. The grant date fair value of each Director’s annual award of 2,550 stock units was $67,422. The grant date fair value of the stock units credited upon the conversion of dividend equivalents to stock units in Fiscal 2008 was as follows: Dr. Ban, $34,253; Mr. Gozon, $57,961; Mr. Jones, $12,126; Mrs. Pol, $35,153; Mr. Schlanger, $27,632; Mr. Stratton, $43,682; and Mr. Vincent, $3,788. The number of stock units credited to each Director’s account as of September 30, 2008 is set forth in the table captioned “Beneficial Ownership of Directors, Nominees and Named Executive Officers – Stock Units Held Under the 2004 Plan” under the heading SECURITIES OWNERSHIP OF MANAGEMENT.

(3)

Stock Options. All Directors named above received 8,500 stock options in Fiscal 2008 as part of their annual compensation. The options were granted under the Company’s 2004 Plan. The option exercise price is not less than 100 percent of the fair market value of the Company’s common stock on the effective date of the grant, which is either the date of the grant or a future date. The term of each option is generally ten years, which is the maximum allowable term. The options are fully vested on the effective date of the grant. All options are nontransferable and generally exercisable only while the Director is serving on the Board, with exceptions for exercise following retirement, disability or death. If termination of service occurs due to retirement or disability, the option term is shortened to the earlier of the third anniversary of the date of such termination of service, or the original expiration date. In the event of death, the option term will be shortened to the earlier of the expiration of the 12-month period following the Director’s death, or the original expiration date. The amounts shown in column (d) above represent the dollar amount recognized for financial statement reporting purposes, in accordance with SFAS 123R, of the fair value of stock option awards. The grant date fair value of each Director’s annual award of 8,500 stock options was $43,180. The number of stock options held by each Director as of September 30, 2008 is set forth in the table captioned “Beneficial Ownership of Directors, Nominees and Named Executive Officers –”Exercisable Options for UGI Common Stock” under the heading SECURITIES OWNERSHIP OF MANAGEMENT.

Notwithstanding anything to the contrary, the following reports of the Audit Committee and the Compensation and Management Development Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

n REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS

The Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on this review and discussion, the Committee recommended to the Company’s Board of Directors, and the Board of Directors approved, the inclusion of the Compensation Discussion and Analysis in the Company’s Annual

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Report on Form 10-K for the year ended September 30, 2008 and the Company’s proxy statement for the 2009 Annual Meeting of Shareholders.

Compensation and Management

Development Committee

Richard C. Gozon, Chairperson

Anne Pol

Marvin O. Schlanger

n REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee is composed of independent Directors as defined by the rules of the New York Stock Exchange and acts under a written charter adopted by the Board of Directors. As described more fully in its charter, the role of the Committee is to assist the Board of Directors in its oversight of the quality and integrity of the Company’s financial reporting process. The Committee also has the sole authority to appoint, retain, fix the compensation of and oversee the work of the Company’s independent auditors.

In this context, the Committee has met and held discussions with management and the independent auditors to review and discuss the Company’s internal control over financial reporting and the audited financial statements for Fiscal 2008. The Committee also reviewed management’s report on internal control over financial reporting, required under Section 404 of the Sarbanes-Oxley Act of 2002. As part of this review, the Committee reviewed the bases for management’s conclusions in that report and the report of the independent registered public accountants on internal control over financial reporting. Throughout Fiscal 2008, the Committee reviewed management’s plan for documenting and testing controls, the results of their documentation and testing, any deficiencies discovered and the resulting remediation of deficiencies. The Committee has also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit Committees, as amended, as adopted by the Public Company Accounting Oversight Board and the independent auditors’ independence. In addition, the Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence.

Management has the primary responsibility for the financial reporting process, including the system of internal controls, and for preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The Company’s independent auditors are responsible for auditing those financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America. The Committee’s responsibility is to monitor and review these processes.

The members of the Committee are not professionally engaged in the practice of auditing or accounting. The members of the Committee rely, without independent verification, on the

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information provided to them and on the representations made by management and the independent auditors. Accordingly, the Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with auditing standards generally accepted in the United States of America, that the financial statements are presented in accordance with accounting principles generally accepted in the United States of America or that our auditors are, in fact, “independent.”

Based upon the reviews and discussions described in this report, the Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008 for filing with the Securities and Exchange Commission.

Audit Committee

Roger B. Vincent, Chairperson

Anne Pol

Marvin O. Schlanger

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n THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

In the course of its meetings, the Audit Committee considered whether the provision by PricewaterhouseCoopers of the professional services described in this section is compatible with PricewaterhouseCoopers’ independence. The Committee concluded that the independent registered public accountants are independent from the Company and its management.

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the Company’s independent accountants. In recognition of this responsibility, the Audit Committee has a policy of pre-approving all audit and permissible non-audit services provided by the independent accountants.

Prior to engagement of the Company’s independent accountants for the next year’s audit, management submits to the Audit Committee for approval a list of services expected to be rendered during that year, and fees related thereto. The aggregate fees billed by PricewaterhouseCoopers, the Company’s independent registered public accounting firm, in Fiscal 2008 and 2007 were as follows:


	2008		2007
Audit Fees¹	$	3,395,378	$	3,378,825
Audit-Related Fees		20,632		0
Tax Fees²		682,850		650,771
All Other Fees³		3,000		19,300

Total Fees for Services Provided	$	4,101,851	$	4,048,896

Audit Fees were for audit services, including (i) the annual audit of the consolidated financial statements and internal control over financial reporting of the Company, (ii) subsidiary audits, (iii) review of the interim financial statements included in the Quarterly Reports on Form 10-Q of the Company, AmeriGas Partners, L.P. and UGI Utilities, Inc., and (iv) services that only the independent registered public accounting firm can reasonably be expected to provide, such as services associated with SEC registration statements, and documents issued in connection with securities offerings.

2.	Tax Fees were for (i) the preparation of Substitute Schedule K-1 forms for unitholders of AmeriGas Partners, L.P., and (ii) tax planning and advice.

3.	All other fees relate to a software license and, in 2007, a survey conducted on behalf of the Company’s Austrian subsidiary concerning human resource matters.

n POLICY FOR APPROVAL OF RELATED PERSON TRANSACTIONS

The Company’s Board of Directors has a written policy with respect to Related Person Transactions to document procedures pursuant to which such transactions are reviewed, approved or ratified. The policy applies to any transaction in which (i) the Company or any of its subsidiaries is a participant, (ii) any related person has a direct or indirect material interest, and (iii) the amount involved exceeds $120,000, except for any such transaction that does not require disclosure under SEC regulations. The Audit Committee of the Board of Directors, with

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assistance from the Company’s General Counsel, is responsible for reviewing, approving and ratifying related person transactions. The Audit Committee intends to approve or ratify only those related person transactions that are in, or not inconsistent with, the best interests of the Company and its shareholders.

n COMPENSATION DISCUSSION AND ANALYSIS

Introduction

In this Compensation Discussion and Analysis, we address the compensation paid or awarded to Messrs. Greenberg, Walsh, Kelly, Bissell and Varagne. We refer to these executive officers as our “named executive officers.”

Compensation decisions for Messrs. Greenberg, Walsh and Kelly were made by our Board of Directors, after receiving the recommendations of its Compensation and Management Development Committee. Compensation decisions for Mr. Bissell were made by the Board of Directors of AmeriGas Propane, Inc. (“AmeriGas Propane”), the General Partner of AmeriGas Partners, L.P., after receiving the recommendation of its Compensation/Pension Committee. Compensation decisions for Mr. Varagne were approved by our Board of Directors, as well as the Board of Directors of AGZ Holding, after receiving the recommendation of our Compensation and Management Development Committee. For ease of understanding, we will use the term “we” to refer to one or more of the entities involved in the relevant compensation decisions, unless the context indicates otherwise. We refer to our 2008 fiscal year as “Fiscal 2008.”

Compensation Philosophy and Objectives

We believe that our compensation program for our named executive officers is designed to provide a competitive level of total compensation necessary to attract and retain talented and experienced executives. Additionally, our compensation program is intended to motivate our executives to contribute to our success and reward our executives for their performance and leadership excellence.

In Fiscal 2008, the components of our compensation program included salary, annual bonus awards, long-term incentive compensation (performance unit awards and stock option grants), perquisites, retirement benefits, and other benefits, all as described in greater detail in this Compensation Discussion and Analysis. We believe that the elements of our compensation program are essential components of a balanced and competitive compensation program.

Determination of Competitive Compensation

The Compensation and Management Development Committee engages Towers Perrin as its compensation consultant. Towers Perrin supports the Compensation and Management Development Committee in performing its responsibilities with respect to our executive compensation program. The primary duties of Towers Perrin are to:

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•

provide the Compensation and Management Development Committee with independent and objective market data;

•

conduct compensation analysis; and

•

review and advise on pay programs and salary, target bonus and long-term incentive levels applicable to our executives.

These duties are performed annually. In addition, Towers Perrin recommends plan design changes as requested from time to time by the Compensation and Management Development Committee.

Towers Perrin also performs other services for us under separate agreements. These services include providing (i) actuarial services for our pension plan, (ii) consulting services with respect to our benefits programs, and (iii) non-discrimination testing for our qualified benefit plans.

In assessing competitive compensation, we referenced market data provided to us in Fiscal 2007 by Towers Perrin. For Messrs. Greenberg, Walsh and Kelly, Towers Perrin provided us with two reports: the “2007 Executive Cash Compensation Review” and the “Executive Compensation Analysis 2007 Long-Term Incentive Review.” Each of these reports includes an executive compensation analysis. We utilize similar but separate Towers Perrin market data for AmeriGas Propane, including an executive compensation analysis, in determining compensation for Mr. Bissell. While we do not benchmark against specific companies in the Towers Perrin reports, our Compensation and Management Development Committee and the AmeriGas Compensation/Pension Committee do reference the data and consider the reports when discussing our executives’ compensation. Our Compensation and Management Development Committee and the AmeriGas Compensation/Pension Committee exercise discretion and also review other factors, such as internal equity (both within and among our business units) and sustained individual and company performance, when setting our executives’ compensation.

For the named executive officers, other than Messrs. Bissell and Varagne, the executive compensation analysis is weighted 75 percent based on general industry data in Towers Perrin’s General Industry Executive Compensation Database (the “Executive Compensation Database”), which includes approximately 800 companies, and 25 percent based on Towers Perrin’s Energy Services Executive Compensation Database, which includes approximately 90 utility companies. This weighting is designed to approximate the relative sizes of our non-utility and utility businesses. Towers Perrin’s Executive Compensation Database is comprised of companies from a broad range of industries, including oil and gas, aerospace, automotive and transportation, chemicals, computer, consumer products, electronics, food and beverages, metals and mining, pharmaceutical and telecommunications. The energy services and financial services industries are excluded from this database because compensation in these industries typically differs from general industry compensation practices.

For comparison purposes, due to the variance in size among the companies in the Executive Compensation Database, regression analysis, which is an objective analytical tool used to determine the relationship among data, was used to adjust the data for differences in company revenues. For Mr. Bissell, we referenced Towers Perrin’s Executive Compensation Database exclusively. For Mr. Varagne, we referenced Towers Perrin’s database for Top Executive

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Remuneration in France. We generally seek to position a named executive officer’s salary grade so that the midpoint of the salary range in his salary grade approximates the 50^th percentile of salaries for comparable executives included in the executive compensation database material referenced by Towers Perrin. We consider salaries that are within 15 percent of market median salary levels developed by Towers Perrin to be competitive.

Mr. Kelly joined the Company on September 4, 2007. Mr. Kelly’s Fiscal 2008 compensation was based principally on the terms of an offer letter we negotiated with him, which was based on salary data available at the time of the negotiations, in June 2007.

Elements of Compensation

Ø Salary

Salary is designed to compensate executives for their level of responsibility and sustained individual performance. We pay our executive officers a salary that is competitive with that of other executive officers providing comparable services, taking into account the size and nature of the business of UGI Corporation, AmeriGas Partners or Antargaz, as the case may be.

As noted above, we seek to position the midpoint of the applicable salary grade for the named executive officers to approximate the 50^th percentile of salaries for comparable executives as determined in the applicable Towers Perrin executive compensation databases. Other than Mr. Varagne, who is discussed below, for Fiscal 2008, all named executive officers received a salary that was approximately equivalent to the midpoint of his applicable salary grade. Based on the data provided by Towers Perrin, we increased the range of salary in each salary grade by 2.5 percent. We also adjusted individual salaries to reflect merit increases. Except for Mr. Varagne, the merit increases were targeted at 3.5 percent, but individual increases varied based on performance evaluations and the individual’s position within the salary range. Criteria reviewed in such performance evaluations included: overall leadership, accomplishment of annual goals and objectives, development of an effective management team, and commitment to the job and company.

While there is no established salary range for Mr. Varagne, Mr. Varagne’s salary is positioned to approximate the 50^th percentile of salaries for comparable executives as determined in Towers Perrin’s database for Top Executive Remuneration in France. When determining Mr. Varagne’s salary, we also take into account competitive pay practices in France, internal pay equity, Mr. Varagne’s individual performance and the performance of Antargaz.

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The following table sets forth each named executive officer’s Fiscal 2008 salary and his percentage increase over Fiscal 2007.


Name	Salary		Percentage Increase over Fiscal 2007 Salary
Lon R. Greenberg	$	1,026,300	6.2	⁽¹⁾
John L. Walsh	$	617,500	5.0
Peter Kelly	$	406,036	1.5	⁽²⁾
Eugene V. N. Bissell	$	442,624	3.8
François Varagne	$	490,750	0.0	⁽³⁾

(1)	Mr. Greenberg’s salary increase includes a modest adjustment to compensate for the discontinuance of certain perquisites as reported in Fiscal 2007.

(2)	Because Mr. Kelly’s employment commenced in September of 2007, his modest salary increase was solely to compensate him for our discontinuance of certain perquisites.

(3)

Mr. Varagne’s salary is paid in euros, and the amount shown reflects conversion based on a monthly average exchange rate in Fiscal 2008 of $1.51 per euro. Based on compensation practices in France, the Compensation and Management Development Committee concluded, and Mr. Varagne agreed, that he would not receive a salary increase for Fiscal 2008.

Ø Annual Bonus Awards

Our annual bonus plans provide our named executive officers with the opportunity to earn annual cash incentives provided that certain performance goals are satisfied. Our annual cash incentives are intended to motivate our executives to focus on the achievement of our annual business objectives by providing competitive incentive opportunities to those executives who have the ability to significantly impact our financial performance. We believe that basing a meaningful portion of an executive’s compensation on financial performance will result in the enhancement of shareholder or common unitholder value.

In determining the target award levels under our annual bonus plan, we considered information in the Towers Perrin executive compensation databases regarding the percentage of salary payable upon achievement of target goals relative to other companies as described above. In establishing the target award level, we position the amount within the 50^th to 75^th percentiles for comparable executives. We determined that the 50^th to 75^th percentile range was appropriate because we believe that the annual bonus opportunities should have a significant reward potential to recognize the difficulty of achieving the annual goals and the significant corporate impact of such achievement. For Fiscal 2008, each executive’s target award opportunity was established within the 50^th to 75^th percentile range provided in Towers Perrin’s executive compensation databases, with Mr. Greenberg’s opportunity set at the 50^th percentile.

Messrs. Greenberg, Walsh and Kelly participate in the UGI Corporation Executive Annual Bonus Plan, while Mr. Bissell participates in the AmeriGas Propane, Inc. Executive Annual Bonus Plan.

For Messrs. Greenberg, Walsh and Kelly, the entire target award opportunity was based on the Company’s earnings per share (“EPS”). We believe that enhancing financial performance is

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the most important goal of a principal executive, operating or financial officer, and earnings per share provides a straightforward, “bottom line” measure of the performance of an executive in a large, well-established corporation. For similar reasons, Mr. Bissell’s target award opportunity principally was based on earnings per common unit (“EPU”) of AmeriGas Partners, although the bonus achieved based on EPU is subject to adjustment based on customer growth, as described below. We believe that customer growth for AmeriGas Partners is an important corollary to EPU because we foresee only modest growth in total demand for propane, and, therefore, customer growth is an important factor in our ability to improve the financial performance of AmeriGas Partners. For Mr. Varagne, who has principal responsibility over Antargaz, which is a wholly-owned subsidiary of the Company, we determined to base his target award entirely on achievement of Antargaz’ budgeted earnings before interest, taxes, depreciation and amortization (“EBITDA”).

The Compensation and Management Development Committee and the AmeriGas Compensation/Pension Committee each have discretion to adjust performance results for extraordinary items or other events, as the Committee deems appropriate. When an executive’s entire target award opportunity is based solely on the achievement of business financial performance goals, each Committee also has discretion to increase or decrease the amount of the award otherwise determined by up to 50 percent, based on the Committee’s assessment of the executive’s contribution to the achievement of the financial performance goal, overall leadership, accomplishment of annual goals and objectives, development of an effective management team, commitment to the job and company, and other factors.

The bonus award opportunity for each of Messrs. Greenberg, Walsh and Kelly was structured so that no amounts would be paid unless the Company’s EPS was at least 80 percent of the target amount, with the target bonus award being paid out if the Company’s EPS was 100 percent of the targeted EPS. The maximum award, equal to 200 percent of the target award, would be payable if EPS exceeded 120 percent of the EPS target. The targeted EPS for bonus purposes for Fiscal 2008 was established to be in the range of $1.95 to $2.05 per share. Accordingly, for Fiscal 2008, Messrs. Greenberg, Walsh and Kelly each received a bonus payout equal to 94 percent of the target bonus.

We adopted the Antargaz EBITDA target for Mr. Varagne to more closely align his compensation with United States’ pay practices by providing a bonus opportunity based on Antargaz financial performance. Mr. Varagne’s bonus award opportunity was structured so that no amounts would be payable unless Antargaz’ EBITDA was at least 75 percent of the target amount. The maximum award, equal to 200 percent of the target award, would be payable if Antargaz’ EBITDA exceeded 130 percent of the EBITDA target. The targeted Antargaz EBITDA for bonus purposes was between €109 million and €114 million. For Fiscal 2008, Mr. Varagne received a bonus payout equal to €187,032 or $282,418, or 82 percent of his target bonus. In calculating this amount, the Compensation and Management Development Committee made two discretionary adjustments. First, the Committee increased Antargaz’ reported EBITDA by eliminating currency losses resulting from cash flow hedging activity by the Company on behalf of Antargaz. This adjustment had the effect of modestly increasing Mr. Varagne’s bonus amount. The Committee then modestly reduced the resulting bonus amount to

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reflect the Committee’s assessment of the degree to which Mr. Varagne met objectives relating to inter-company cooperation and coordination.

As noted above, Mr. Bissell’s target award opportunity was based on EPU of AmeriGas Partners, subject to modification based on customer growth. The EPU target amount was derived based on a targeted EBITDA range for AmeriGas Partners of approximately $300 million to $310 million for Fiscal 2008. Under the target bonus criteria applicable to Mr. Bissell, no awards would be paid if the EPU amount was less than approximately 80 percent of the target award, while 200 percent of the target award might be payable if the EPU amount was approximately 120 percent or more of the target award (the percentage of target bonus payable based on various levels of EPU is referred to as the “EPU Leverage Factor”). The amount of the award determined by applying the EPU Leverage Factor is then adjusted to reflect the degree of achievement of predetermined customer growth objectives (“Customer Growth Leverage Factor”). For Fiscal 2008, the adjustment ranged from 70 percent if the minimum growth objective was not achieved, to 130 percent if the growth objective exceeded 150 percent of the growth target. In Fiscal 2007, the adjustment based on achievement of customer growth objectives ranged from 0 to 200 percent, in effect placing the entire annual bonus opportunity at risk if customer growth targets were not met. The customer growth adjustment was changed in Fiscal 2008 to avoid potentially inequitable variations in annual bonus amounts due to over-weighting of customer growth objectives compared to financial performance goals.

Once the EPU Leverage Factor and Customer Growth Leverage Factor are determined as explained above, the EPU Leverage Factor is multiplied by the Customer Growth Leverage Factor to obtain an adjusted leverage factor. The target award opportunity is then multiplied by this adjusted leverage factor to arrive at Mr. Bissell’s actual bonus payment for the fiscal year. Accordingly, Mr. Bissell received a bonus payout for Fiscal 2008 equal to 76 percent of his target bonus.

Based on the achievement relating to the EPS, EBITDA and EPU and customer growth targets, including the discretionary adjustments for Mr. Varagne described above, the following annual bonus payments were made for Fiscal 2008:


Name	Percent of Target Bonus Paid		Amount of Bonus
Lon R. Greenberg	94	%	$	964,722
John L. Walsh	94	%	$	493,383
Peter Kelly	94	%	$	286,255
Eugene V. N. Bissell	76	%	$	252,960
François Varagne	82	%	$	282,418

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Ø Long-Term Compensation – Fiscal 2008 Equity Awards

Our long-term incentive compensation is intended to create a strong financial incentive for achieving or exceeding long-term performance goals and to encourage a significant equity stake in our company. Additionally, we believe our long-term incentives provide us the ability to attract and retain talented executives in a competitive market.

We awarded our long-term compensation effective January 1, 2008 for all our named executive officers under the Company’s Amended and Restated 2004 Omnibus Equity Compensation Plan (the “2004 Plan”). Mr. Varagne’s long-term incentive compensation awards were made under the 2008 Sub-Plan for French Employees and Corporate Officers under the Company’s 2004 Plan. Our long-term compensation included UGI Corporation stock option grants and either UGI Corporation performance unit awards tied to the three-year total return performance of the Company’s common stock relative to that of the companies in the S&P Utilities Index or, in the case of Mr. Bissell, AmeriGas Partners performance unit awards tied to the three-year total return performance of AmeriGas Partners common units relative to that of a peer group of publicly traded limited partnerships. These performance units were awarded under the 2000 AmeriGas Propane, Inc. Long-Term Incentive Plan (“AmeriGas 2000 Plan”). Each performance unit represents the right of the recipient to receive a share of common stock (or a common unit in the case of Mr. Bissell) if specified performance goals and other conditions are met.

As is the case with cash compensation and annual bonus awards, we referenced Towers Perrin’s executive compensation databases in establishing equity compensation. This did not apply to Mr. Varagne, for whom such data was not available. Mr. Varagne’s stock option awards and performance unit awards were recommended by management, based on management’s consideration of internal pay equity and recognition that these types of long-term awards are utilized less frequently overseas than in the United States.

In determining the total dollar value of the long-term compensation opportunity to be provided in Fiscal 2008, we initially referenced (i) market median salary information and (ii) the percentage of the market median base salary for each position to be delivered as a long-term compensation opportunity, both as calculated by Towers Perrin. The aforementioned percentage was developed using the applicable executive compensation databases and was targeted to produce long-term compensation opportunity at the 50^th percentile level.

We initially applied approximately 50 percent of the amount of the long-term incentive opportunity to stock options and approximately 50 percent to performance units. We have bifurcated long-term compensation in this manner since 2000 and believe it provides a good balance between two related, but discrete goals. Stock options are designed to align the executive’s interests with shareholder interests, because the value of stock options is a function of the appreciation or depreciation of our stock price. As explained in more detail below, the performance units are designed to encourage performance that compares favorably relative to a competitive peer group.

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In providing award calculations, Towers Perrin valued our stock options by applying a binomial model. The stock price used in the model for January 1, 2008 awards was $26.41 which was the three-month average UGI Corporation stock price from June 7, 2007 through September 6, 2007. The model also assumes a 5 percent turnover annually over the vesting period to account for options forfeited by terminating participants. As a result of this analysis, Towers Perrin valued the stock options at $4.58 per underlying share. Based on its valuation, Towers Perrin calculated the number of options to be granted to the named executive officers covering a specified number of underlying shares.

The remaining 50 percent of the long-term compensation opportunity is applied to performance units. In calculating the number of UGI Corporation performance units to be awarded to each named executive officer, other than Mr. Bissell, who received AmeriGas Partners performance units, and Mr. Varagne, Towers Perrin placed a value of $19.84 per share underlying a UGI Corporation performance unit. This value was computed by taking an average price for the Company’s common stock over the three-month period from June 7, 2007 through September 6, 2007, subject to the same 5 percent turnover assumption used in valuing stock options. The number of AmeriGas Partners performance unit awards was computed in a similar fashion, subject to the same 5 percent turnover assumption. The unit price used in the model for January 1, 2008 awards was $35.78 which was the three-month average AmeriGas Partners common unit price from June 7, 2007 through September 6, 2007. As a result of this analysis, Towers Perrin valued the performance unit awards at $26.88 per underlying unit.

While management used the Towers Perrin calculations as a starting point, in accordance with past practice, management recommended adjustments to the aggregate number of the Company’s stock options and the Company’s and AmeriGas Partners’ performance units calculated by Towers Perrin. The adjustments were designed to address historic grant practices, internal pay equity (both within and among our business units) and the policy of the Compensation and Management Development Committee that the three-year average of the annual number of equity awards made under the Company’s 2004 Plan for the fiscal years 2008 through 2010, expressed as a percentage of common shares outstanding at fiscal year-end, will not exceed 2 percent. For purposes of calculating the annual number of equity awards: (i) each stock option granted is deemed to equal one share, and (ii) each performance unit earned and paid in shares of stock and each stock unit granted and expected to be paid in shares of stock is deemed to equal four shares.

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As a result of the Compensation and Management Development Committee’s acceptance of management’s recommendations, the named executives received between approximately 88 percent and 100 percent of the total dollar value of long-term compensation opportunity recommended by Towers Perrin. The actual grant amounts are set forth below:


Name¹	Shares Underlying Stock Options # Granted	Performance Units # Granted
Lon R. Greenberg	300,000	70,000
John L. Walsh	120,000	27,000
Peter Kelly	55,000	15,000
Eugene V. N. Bissell	65,000	12,000	²

¹	Towers Perrin made no calculation regarding Mr. Varagne’s long-term compensation, which is addressed below.

²	Constitutes AmeriGas Partners performance units.

While the number of performance units awarded to the named executive officers, other than Mr. Varagne, was determined as described above, the actual number of shares or units underlying performance units that are paid out at the expiration of the three-year performance period will be based upon the Company’s comparative total shareholder return (“TSR”) or AmeriGas Partners’ total unitholder return (“TUR”) over the period from January 1, 2008 to December 31, 2010. Specifically, with respect to the Company’s performance units, we will compare the TSR of the Company’s common stock relative to the TSR performance of those companies comprising the Standard and Poors 500 Utilities Index (“S&P Utilities Index”) as of the beginning of the performance period. In computing TSR, the Company uses the average of the daily closing prices for its common stock and the common stock of each company in the S&P Utilities Index for the 90 calendar days prior to January 1 of the beginning and end of a given three-year performance period. In addition, TSR gives effect to all dividends throughout the three-year performance period as if they had been reinvested. If a company is added to the S&P Utilities Index during a three-year performance period, we do not include that company in our TSR analysis. We will only remove a company from our TSR analysis that was included in the S&P Utilities Index at the beginning of a performance period if such company ceases to exist during the applicable performance period. Those companies in the S&P Utilities Index as of December 31, 2007 were as follows:

Allegheny Energy, Inc.

Ameren Corporation

American Electric Power Company, Inc.

Centerpoint Energy, Inc.

CMS Energy Corporation

Consolidated Edison, Inc.

Constellation Energy Group, Inc.

Dominion Resources, Inc.

DTE Energy Company

Duke Energy Corporation

Dynegy Inc.

Edison International

Entergy Corporation

Exelon Corporation

FirstEnergy Corp.

FPL Group, Inc.

Integrys Energy Group, Inc.

Nicor Inc.

NiSource Inc.

PG&E Corporation

Pepco Holdings, Inc.

Pinnacle West Capital Corp.

PPL Corporation

Progress Energy, Inc.

Public Service Enterprise Group Inc.

Questar Corporation

Sempra Energy

TECO Energy, Inc.

The AES Corporation

The Southern Company

Xcel Energy Inc.

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In computing TUR, we use the average of the daily closing prices for AmeriGas Partners’ common units and those of each entity in the peer group below for the 90 calendar days prior to January 1 of the beginning and end of a given three-year performance period. In addition, TUR gives effect to all distributions throughout the three-year performance period as if they had been reinvested. For the AmeriGas Partners performance units awarded to Mr. Bissell, we compare the TUR of AmeriGas Partners’ common units to the TUR performance of each member of a peer group comprised of the following limited partnerships engaged in the propane, pipeline and coal industries:

Alliance Resource Partners, L.P.

Buckeye Partners, L.P.

Enbridge Energy Partners, L.P.

Energy Transfer Partners, L.P.

Enterprise Products Partners, L.P.

Ferrellgas Partners, L.P.

Inergy, L.P.

Kinder Morgan Energy Partners, L.P.

Magellan Midstream Partners, L.P.

Natural Resources Partners, L.P.

NuStar Energy, L.P.

ONEOK Partners, L.P.

Penn Virginia Resource Partners, L.P.

Plains All American Pipeline, L.P.

Star Gas Partners, L.P.

Suburban Propane Partners, L.P.

Sunoco Logistics Partners, L.P.

TC Pipelines, L.P.

TEPPCO Partners, L.P.

Each award payable to the named executive officers, other than to Mr. Varagne, provides a number of the Company’s shares or AmeriGas Partners’ common units equal to the number of performance units earned. Management of the Company or AmeriGas Propane, as the case may be, has the authority to provide for a cash payment to the named executives, other than Mr. Varagne, in lieu of up to 35 percent of the shares or common units payable, except for awards earned in excess of the target award, which are paid entirely in cash. The cash payment is based on the value of the securities at the payment date and is designed to meet minimum statutory tax withholding requirements. For the Company’s performance units, the minimum award, equivalent to 50 percent of the number of performance units, will be payable if the Company’s TSR rank is at the 40^th percentile of the indexed companies. The target award, equivalent to 100 percent of the number of performance units, will be payable if the TSR rank is at the 50^th percentile. The maximum award, equivalent to 200 percent of the number of performance units, will be payable if the Company’s TSR rank is the highest of all companies.

All performance units, other than those held by Mr. Varagne, have dividend equivalent rights (or, in the case of AmeriGas Partners performance units, distribution equivalent rights). A dividend equivalent is an amount determined by multiplying the number of performance units credited to a recipient’s account by the per-share cash dividend, or the per-share fair market value of any non-cash dividend, paid by the Company on its shares on a dividend payment date. Accrued dividend and distribution equivalents are payable on the number of common shares or common units payable, if any, at the end of the performance period and are paid in cash.

Mr. Varagne’s target award is set differently from that of the other named executive officers to preserve favorable treatment under French tax law, which limits our ability to pay awards in excess of the target amount. Therefore, Mr. Varagne’s target award is payable if the Company’s TSR rank is the highest of all of the indexed companies, and is reduced below the target award if a lower ranking is achieved. Mr. Varagne’s minimum award, equivalent to 25 percent of the number of performance units, will be payable if the Company’s TSR rank is at the 40^th percentile of the indexed companies; the target award, equivalent to 50 percent of the number of performance units, will be payable if the TSR rank is at the 50^th percentile; and the maximum

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award, equivalent to 100 percent of the number of performance units, will be payable if the Company’s TSR rank is the highest of all companies.

The number of AmeriGas Partners common units underlying performance units that will be paid out to Mr. Bissell will be based upon AmeriGas Partners’ TUR rank relative to the 19 peer group partnerships and is computed in substantially the same manner as indicated above with regard to the Company’s performance units.

The number of shares underlying options that we awarded to the named executive officers is set forth below in the Grants of Plan Based Awards Table under the column heading, “All Other Option Awards: Number of Securities Underlying Options.” Our options generally vest in annual increments over a three-year period, except that Mr. Varagne’s options vest in their entirety at the end of a four-year period. We believe that these vesting terms provide to our executives (other than those executives who are retirement eligible) a meaningful incentive for continued Company service. The variation in the option vesting period for Mr. Varagne and other variations regarding terms of Mr. Varagne’s long-term awards are designed to preserve favorable tax treatment under French law.

Ø Long-Term Compensation—Payout of Performance Units for 2005-2007 Period

During Fiscal 2008, we paid out awards to AmeriGas Propane executives who received performance units for the period from January 1, 2005 to December 31, 2007. The award criteria for the Company’s common stock and AmeriGas Partners’ common units during that period was the same as those for the performance units granted for 2008-2010, described above. For the 2005-2007 period, the Company’s TSR ranked 19^th relative to the 29 other companies in the S&P 500 Utilities Index, placing the Company just below the 40^th percentile ranking necessary for any payout. AmeriGas Partners’ TUR ranked 9^th relative to its peer group of 19 other partnerships, placing AmeriGas Partners at the 57.9^th percentile, resulting in a 119.7 percent payout of the target award. As a result of the foregoing, Mr. Bissell received 11,970 performance units with a value of $432,237.

Ø Perquisites

We provide limited perquisite opportunities to our executive officers. We provide reimbursement for tax preparation services, certain health maintenance services and limited spousal travel. In addition, Mr. Varagne has a company car. The aggregate cost of perquisites for all named executive officers in Fiscal 2008 was less than $75,000.

Ø Other Benefits

Our named executive officers participate in various retirement, pension, deferred compensation and severance plans which are described in greater detail in the “Ongoing Plans and Post-Employment Agreements” section of this Compensation Discussion and Analysis. We also provide employees, including the named executive officers, with a variety of other benefits, including medical and dental benefits, disability benefits, life insurance, and paid holidays and vacations. These benefits generally are available to all of our full-time employees.

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Ø Ongoing Plans and Post-Employment Agreements

We have several plans and agreements (described below) that enable our named executive officers to accrue retirement benefits as the executives continue to work for us, provide severance benefits upon certain types of termination of employment events or provide other forms of deferred compensation. Except where specifically stated, Mr. Varagne does not participate in the plans described below. Antargaz is in the process of developing a supplemental retirement income plan for Mr. Varagne and other Antargaz executives.

UGI Utilities, Inc. Savings Plan (the “UGI Savings Plan”)

This plan is a tax-qualified defined contribution plan available to, among others, employees of the Company. Under the plan, an employee may contribute, subject to Internal Revenue Code (the “Code”) limitations (which, among other things, limited annual contributions in 2008 to $15,500), up to a maximum of 50 percent of his or her eligible compensation on a pre-tax basis and up to 6 percent of his or her eligible compensation on an after-tax basis. The Company provides matching contributions targeted at 50 percent of the first 3 percent of eligible compensation contributed by the employee in any pay period, and 25 percent of the next 3 percent. Amounts credited to an employee’s account in the plan may be invested among a number of funds, including the Company’s stock fund.

AmeriGas Propane, Inc. Savings Plan (the “AmeriGas Savings Plan”)

This plan is a tax-qualified defined contribution plan for AmeriGas Propane employees. Subject to Code limits, which are the same as described above with respect to the UGI Savings Plan, an employee may contribute, on a pre-tax basis, up to 50 percent of his or her compensation, and AmeriGas Propane provides a matching contribution equal to 100 percent of the first 5 percent of compensation contributed in any pay period. Like the UGI Savings Plan, participants in the AmeriGas Savings Plan may invest amounts credited to their account among a number of funds, including the Company’s stock fund.

Retirement Income Plan for Employees of UGI Utilities, Inc. (the “UGI Pension Plan”)

This plan is a tax-qualified defined benefit plan available to, among others, employees of the Company and certain of its subsidiaries. The UGI Pension Plan provides an annual retirement benefit based on an employee’s earnings and years of service, subject to maximum benefit limitations. See the “Pension Benefits” table and accompanying narrative for additional information.

UGI Corporation Supplemental Executive Retirement Plan

This plan is a nonqualified defined benefit plan that provides retirement benefits that would otherwise be provided under the UGI Pension Plan, but are prohibited from being paid from the UGI Pension Plan by Code limits. The benefit paid by the plan is approximately equal to the difference between the benefits provided under the UGI Pension Plan and benefits that would have been

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provided by the UGI Pension Plan if not for the limitations of the Employee Retirement Security Act of 1974, as amended, and the Code. Benefits vest after the participant completes five years of vesting service. The plan also provides additional benefits in the event of certain terminations of employment covered by a change in control agreement. Messrs. Greenberg, Walsh and Kelly participate in the UGI Corporation Supplemental Executive Retirement Plan. See the “Pension Benefits” table and accompanying narrative for additional information.

UGI Corporation Supplemental Savings Plan

This plan is a nonqualified deferred compensation plan that provides benefits that would be provided under the qualified UGI Savings Plan in the absence of Code limitations. The Supplemental Savings Plan is intended to pay an amount substantially equal to the difference between the Company matching contribution to the qualified UGI Savings Plan and the matching contribution that would have been made under the qualified UGI Savings Plan if the Code limitations were not in effect. At the end of each plan year, a participant’s account is credited with earnings equal to the weighted average return based 60 percent on the total return of the Standard & Poor’s 500 Index and 40 percent on the total return of the Lehman Brothers Aggregate Bond Index. The plan also provides additional benefits in the event of certain terminations of employment covered by a change in control agreement. Messrs. Greenberg, Walsh and Kelly are each eligible to participate in the UGI Corporation Supplemental Savings Plan and each will receive a benefit if his contribution to the UGI Savings Plan satisfies the requirements under the UGI Corporation Supplemental Savings Plan. See the “Nonqualified Deferred Compensation” table and accompanying narrative for additional information.

AmeriGas Propane, Inc. Supplemental Executive Retirement Plan

AmeriGas Propane maintains a supplemental executive retirement plan, which is a nonqualified deferred compensation plan for highly compensated employees of AmeriGas Propane. Under the plan, AmeriGas Propane credits to each participant’s account annually an amount equal to 5 percent of the participant’s compensation up to the Code compensation limits and 10 percent of excess compensation. In addition, if any portion of AmeriGas Propane’s matching contribution under the AmeriGas Savings Plan is forfeited due to nondiscrimination requirements under the Code, the forfeited amount, adjusted for earnings and losses on the amount, will be credited to a participant’s account. Through Fiscal 2007, participants’ accounts were credited with interest at a rate generally equal to the actual return on the trust portfolio of the UGI Pension Plan subject to certain limitations as set forth in the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan. Beginning in Fiscal 2008, participants direct the investment of deferred amounts among a number of mutual funds. Mr. Bissell participates in the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan. See the “Nonqualified Deferred Compensation” table and accompanying narrative for additional information.

AmeriGas Propane, Inc. Nonqualified Deferred Compensation Plan

AmeriGas Propane maintains a nonqualified deferred compensation plan under which participants may defer certain amounts of their compensation. Deferral elections are made annually by eligible participants in respect of compensation to be earned for the

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following year. Participants may direct the investment of deferred amounts into a number of mutual funds. Payment of amounts accrued for the account of a participant generally is made following the participant’s termination of employment. Mr. Bissell is eligible to participate in the AmeriGas Propane, Inc. Nonqualified Deferred Compensation Plan. See the “Deferred Compensation” table and accompanying narrative for additional information.

Severance Pay Plans for Senior Executive Employees

The Company and AmeriGas Propane each maintain a severance pay plan that provides severance compensation to certain senior level employees. The plans are designed to alleviate the financial hardships that may be experienced by executive employee participants whose employment is terminated without just cause, other than in the event of death or disability. The Company’s plan covers Messrs. Greenberg, Walsh, and Kelly, and the AmeriGas Propane plan covers Mr. Bissell. See “Potential Payments Upon Termination or Change in Control” below for further information regarding the severance plans.

Severance Arrangement with Mr. Varagne

Mr. Varagne has an agreement with our French subsidiary, AGZ Holding, which provides severance benefits in the event he is terminated without fault on his part. The agreement provides for a cash payment equal to one year of compensation, based on compensation received in the 12 months prior to the effective date of termination. Mr. Varagne’s agreement requires that he execute a release discharging the Company and its subsidiaries from liability in connection with his termination prior to receipt of severance payments. See “Potential Payments Upon Termination or Change in Control” below for further information regarding Mr. Varagne’s severance agreement.

Change in Control Agreements

The Company has change in control agreements with Messrs. Greenberg, Walsh and Kelly, and AmeriGas Propane has a change in control agreement with Mr. Bissell. Mr. Varagne is entitled to severance compensation under the severance agreement described above. The change in control agreements are designed to reinforce and encourage the continued attention and dedication of the executives without distraction in the face of potentially disturbing circumstances arising from the possibility of the change in control and to serve as an incentive to their continued employment with us. The agreements provide for payments and other benefits if we terminate an executive’s employment without cause or if the executive terminates employment for good reason within two years following a change in control of the Company (and, in the case of Mr. Bissell, AmeriGas Propane or AmeriGas Partners). The agreements also provide that if change in control payments exceed certain threshold amounts, we will make additional payments to reimburse the executives for excise and related taxes imposed under the Code. See “Potential Payments Upon Termination or Change in Control” for further information regarding the change in control agreements. See “Tax Considerations” below for further information regarding the excise tax reimbursement.

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Stock Ownership Guidelines

We seek to underscore stakeholder incentives through our stock ownership guidelines. We believe that by encouraging our executives to maintain a meaningful equity interest in the Company or, if applicable, AmeriGas Partners, we will enhance the link between our executives and stockholders or unitholders. Under our guidelines, an executive must meet 10 percent of the ownership requirement within one year from the date of employment and must use 10 percent of his annual bonus award to purchase stock (or, in the case of Mr. Bissell, partnership common units or stock) until his share ownership requirement is met. In addition, the guidelines require that 50 percent of the net proceeds from a “cashless exercise” of stock options be used to purchase stock until the ownership requirement is met. Up to 20 percent of the ownership requirement may be satisfied through holdings of UGI Corporation common stock for the executive’s account in the relevant 401(k) savings plan. The following table provides information regarding our stock ownership guidelines for, and the number of shares held at September 30, 2008 by our named executive officers:


Name	Required Ownership of UGI Corporation Common Stock¹	Number of Shares of UGI Corporation Stock Held at 9/30/2008²
Lon R. Greenberg	200,000	503,006
John L. Walsh	100,000	70,030
Peter Kelly	60,000	12,000
Eugene V. N. Bissell	60,000¹	see footnote 1
François Varagne	15,100³	41,000

In lieu of the Company’s common stock, Mr. Bissell may satisfy the stock ownership guidelines if he holds 40,000 AmeriGas Partners common units or a combination of the Company’s common stock and AmeriGas Partners common units deemed equivalent to 60,000 shares of the Company’s common stock; for this purpose, each AmeriGas Partners common unit equals 1.5 shares of the Company’s common stock. Mr. Bissell owned 66,380 shares of the Company’s common stock and 37,246 AmeriGas Partners common units, thereby meeting his stock ownership requirement.

²	All officers have satisfied the stock ownership guidelines, which require the accumulation of shares over time.

³	Represents 10 percent of the equity awards made to Mr. Varagne on and after January 1, 2007.

Stock Option Grant Practices

The Company’s Compensation and Management Development Committee and the AmeriGas Propane Compensation/Pension Committee approve annual stock option grants to executive officers in the last calendar quarter of each year, effective the following January 1. The exercise price per share of the options is equal to the closing share price of the Company’s common stock on the last trading day of December. A grant to a new employee is generally effective on the later of the date the employee commences employment with us or the date the Committee

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authorizes the grant. In either case the exercise price is equal to the closing price per share of the Company’s common stock on the effective date of grant. From time to time, management recommends stock option grants for non-executive employees, and the grants, if approved by the Committee, are effective on the date of Committee action and have an exercise price equal to the closing price per share of the Company’s common stock on the date of grant. We believe that our stock option grant practices are appropriate and effectively eliminate any question regarding “timing” of grants in anticipation of material events.

During Fiscal 2008, the Compensation and Management Development Committee approved a cancellation and regrant program applicable to equity awards made effective January 1, 2008 to Mr. Varagne and certain employees of Antargaz. The program was intended to preserve favorable French tax treatment for the awards. Mr. Varagne consented to the cancellation of his options granted January 1, 2008 and received an equal number of options at a higher option price on June 17, 2008 under a French Sub-Plan adopted by the Board of Directors on May 20, 2008 under the 2004 Plan. He also consented to the cancellation of his performance units granted January 1, 2008 and received an equal number of performance units with the same performance period and performance criteria effective June 17, 2008.

Role of Executive Officers in Determining Executive Compensation

In connection with Fiscal 2008 compensation, Mr. Greenberg, aided by our human resources personnel, provided statistical data and recommendations to the appropriate Committee to assist it in determining compensation levels. Mr. Greenberg did not make recommendations as to his own compensation and was excused from the Committee meeting when his compensation was discussed by the Committee. While the Committees utilized this information, and valued Mr. Greenberg’s observations with regard to other executive officers, the ultimate decisions regarding executive compensation were made by the appropriate board of directors following Committee recommendations.

Tax Considerations

Under Section 162(m) of the Code, a publicly held corporation may not deduct more than $1 million in a taxable year for certain forms of compensation paid to the chief executive officer and other officers named in the Summary Compensation Table. Our policy generally is to preserve the federal income tax deductibility of compensation paid to our executives, and certain of our equity awards have been structured to preserve deductibility under Section 162(m). Nevertheless, we retain the flexibility to authorize compensation that may not be deductible if we believe it is appropriate.

In the event of a change in control, payments to an executive may be subject to an excise tax, and may not be deductible by us, under Sections 280G and 4999 of the Code. If change in control payments exceed certain threshold amounts, the change in control agreements require that we make additional payments to the executives to reimburse them for excise tax imposed by Section 4999 of the Code, as well as other taxes in respect of the additional payment. We believe that the purposes of the change in control agreements, as described above, would be diminished by the possible imposition of significant excise taxes on the executives, and we did not wish to have the provisions of the executives’ agreements serve as a disincentive to their

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pursuit of a change in control that might otherwise be in the best interests of our company and its stockholders. Accordingly, we determined to provide a payment under certain circumstances to reimburse the executives for excise taxes payable in connection with change in control payments, as well as any taxes that accrue as a result of our reimbursement.

n COMPENSATION OF EXECUTIVE OFFICERS

The following tables, narrative and footnotes provide information regarding the compensation of our Chief Executive Officer, Chief Financial Officer, and our three other most highly compensated executive officers for the fiscal years shown.

Summary Compensation Table – Fiscal 2008


Name and Principal Position (a)	Fiscal Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (1) (e)	Option Awards ($) (1) (f)	Non-Equity Incentive Plan Compensation ($) (2) (g)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) (h)	All Other Compensation ($) (4) (i)	Total ($) (j)
Lon R. Greenberg Chairman and Chief Executive Officer	2008 2007	1,026,300 966,885	0 0	617,329 870,627	1,524,000 1,601,600	964,722 944,748	945,498 1,988,689	81,405 95,560	5,159,254 6,468,109
John L. Walsh President and Chief Operating Officer	2008 2007	616,933 588,016	0 0	188,035 857,590	656,050 588,650	493,383 488,818	147,550 159,195	24,494 19,625	2,126,445 2,701,894
Peter Kelly Vice President-Finance and Chief Financial Officer	2008 2007	406,036 30,772	0 25,002	280,433 35,982	158,850 7,417	286,255 0	87,402 0	0 0	1,218,841 99,173
Eugene V. N. Bissell President and Chief Executive Officer of AmeriGas Propane, Inc.	2008 2007	442,000 425,770	0 0	669,566 409,923	625,745 395,188	252,960 415,740	376 16,856	70,200 84,401	2,060,847 1,747,878
François Varagne Chairman and Chief Executive Officer Antargaz (5)	2008 2007	490,750 435,500	0 20,100	216,143 648,933	264,989 188,712	282,418 250,892	0 0	38,236 34,773	1,292,536 1,578,910

(1)

The amounts shown in columns (e) and (f) above represent the dollar amount recognized for financial statement reporting purposes, in accordance with SFAS 123R, of the fair value of awards of performance units, stock units and stock options, as the case may be, under the Company’s 2004 Plan, and with respect to Mr. Bissell, the AmeriGas 2000 Plan. Accordingly, these figures include amounts from awards granted in and prior to the fiscal year indicated. The Fiscal 2008 stock award amounts shown for Messrs. Greenberg, Walsh and Varagne in

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column (e) were reduced by the previously accrued value of performance unit awards which expired without payment in Fiscal 2008. The assumptions used in the calculation of the amounts shown are included in Note 8 to our audited consolidated financial statements for Fiscal 2008, which are included in our Annual Report on Form 10-K filed with the SEC on November 21, 2008. It is difficult to make comparisons among named executive officers because retirement eligibility influences accounting expense. See the Grants of Plan-Based Awards table for information on awards of performance units, stock units and stock options made in Fiscal 2008.

(2)	The amounts shown in this column represent payments made under the applicable performance-based annual bonus plan.

(3)

The amounts shown in column (h) of the Summary Compensation Table reflect (i) the change from September 30, 2007 to September 30, 2008 in the actuarial present value of the named executive officer’s accumulated benefit under the Company’s defined benefit and actuarial pension plans, including the UGI Corporation Supplemental Executive Retirement Plan, and (ii) the above-market portion of earnings, if any, on nonqualified deferred compensation accounts. The change in pension value from year to year as reported in this column is subject to market volatility and may not represent the value that a named executive officer will actually accrue under the Company’s pension plans during any given year. Mr. Bissell has a vested annual benefit of approximately $3,300 under the Company’s defined benefit pension plan, based on prior credited service. Neither Mr. Bissell nor Mr. Varagne are current participants in the Company’s defined benefit retirement plan. Earnings on deferred compensation are considered above-market to the extent that the rate of interest exceeds 120 percent of the applicable federal long-term rate. The material terms of the Company’s pension plans and deferred compensation plans are described under the caption “Pension Benefits.” For purposes of the Summary Compensation Table, the market rate on deferred compensation for Fiscal 2008 was 5.54 percent, which is 120 percent of the federal long-term rate for Fiscal 2008. The amounts included in column (h) of the Summary Compensation Table are itemized below.


Name	Change in Pension Value ($)	Above-Market Earnings on Deferred Compensation ($)
L. R. Greenberg	942,642	2,856
J. L. Walsh	147,371	179
P. Kelly	87,402	0
E. V. N. Bissell	376	0
F. Varagne	N/A	0

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(4)

The table below shows the components of the amounts included for each named executive officer under column (i), All Other Compensation, in the Summary Compensation Table. Other than as set forth below, the named executive officers did not receive perquisites with an aggregate value of $10,000 or more.


Name	Employer Contribution to 401(k) Savings Plan ($)	Employer Contribution To UGI Supplemental Savings Plan/AmeriGas Propane, Inc. Supplemental Executive Retirement Plan ($)	Tax Reimbursement ($)	Perquisites ($)	Total ($)
L. R. Greenberg	5,175	38,269	15,808	22,153	81,405
J. L. Walsh	5,175	19,319	0	-	24,494
P. Kelly	0	0	0	-	0
E. V. N. Bissell	9,704	58,246	2,250	-	70,200
F. Varagne	0	0	0	38,236	38,236

The perquisites shown for Mr. Greenberg include spousal travel expenses when attending Company or industry-related events where it is customary that officers attend with their spouses, tax preparation fees and occasional use of the Company’s tickets for sporting events for personal rather than business purposes. The perquisites shown for Mr. Varagne are for the use of a company vehicle. The incremental cost to the Company for these benefits is based on the actual costs or charges incurred by the Company for the benefits.

(5)	Mr. Varagne, the Chief Executive Officer of our French subsidiary Antargaz, is paid in euros. In calculating the dollar equivalent for disclosure purposes, the Company converts each payment into dollars based on the monthly average exchange rate of $1.51 per euro for Fiscal 2008.

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Grants of Plan-Based Awards In Fiscal 2008

The following table and footnotes provide information regarding equity and non-equity awards granted to the named executive officers in Fiscal 2008.

Grants of Plan-Based Awards Table—Fiscal 2008


Name (a)	Grant Date (b)	Board Action Date (c)	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#) (j)	All Other Option Awards: Number of Securities Underlying Options (#)(3) (k)	Exercise or Base Price of Option Awards ($/Sh) (l)	Grant Date Fair Value of Stock and Option Awards ($) (m)
Name (a)	Grant Date (b)	Board Action Date (c)	Threshold ($) (d)	Target ($) (e)	Maximum ($) (f)	Threshold (#) (g)	Target (#) (h)	Maximum (#) (i)			Exercise or Base Price of Option Awards ($/Sh) (l)
L. R. Greenberg	10/01/07	11/27/07	615,780	1,026,300	2,052,600
	01/01/08	11/27/07							0	300,000	27.25	1,524,000
	01/01/08	11/27/07				35,000	70,000	140,000				2,123,800
J. L. Walsh	10/01/07	11/27/07	314,925	524,875	1,049,750
	01/01/08	11/27/07							0	120,000	27.25	609,600
	01/01/08	11/27/07				13,500	27,000	54,000				819,180
P. Kelly	10/01/07	11/27/07	182,716	304,527	609,054
	10/01/07	11/27/07							0	55,000	27.25	279,400
	10/01/07	11/27/07				7,500	15,000	30,000				455,100
E. V. N. Bissell	10/01/07	11/26/07	139,427	331,968	663,936
	01/01/08	11/26/07							0	65,000	27.25	330,200
	01/01/08	11/26/07				6,000	12,000	24,000				467,520
F. Varagne	10/01/07	11/27/07	240,468	343,525	687,050
	06/17/08	05/20/08							0	57,000	28.02	289,560
	06/17/08	05/20/08				4,625	18,500	18,500				254,560

(1)

The amounts shown under this heading relate to bonus opportunities under the relevant company’s annual bonus plan for Fiscal 2008. See “Compensation Discussion and Analysis” for a description of the annual bonus plans. Payments for these awards have already been determined and are included in the Non-Equity Incentive Plan Compensation column (column (g)) of the Summary Compensation Table. The threshold amount shown for Messrs. Greenberg, Walsh, and Kelly is based on achievement of 80 percent of the financial goal; for Mr. Varagne the threshold amount shown is based on achievement of 75 percent of the

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financial goal. The threshold amount shown for Mr. Bissell is based on achievement of 81 percent of the financial goal and the minimum customer growth goal.

(2)

The awards shown for all officers except Mr. Bissell are performance units under the Company’s 2004 Plan, as described in “Compensation Discussion and Analysis.” Performance units are forfeitable until the end of the performance period in the event of termination of employment, with pro-rated forfeitures in the case of termination of employment due to retirement, death or disability. In the case of a change in control of the Company, for all named executive officers other than Mr. Varagne, outstanding performance units and dividend or distribution equivalents will be paid in cash in an amount equal to the greater of (i) the target award, or (ii) the award amount that would be paid as if the performance period ended on the date of the change in control, based on the Company’s achievement of the performance goal as of the date of the change in control, as determined by the Compensation and Management Development Committee.

For Mr. Varagne, in the case of a change in control, outstanding performance units will be paid in cash in an amount equal to the greater of (i) 50% of the maximum award, or (ii) the award amount that would be paid as if the performance period ended on the date of the change in control, based on the Company’s achievement of the performance goal as of the date of the change in control, as determined by the Compensation and Management Development Committee. In the case of Mr. Varagne’s death, his estate is entitled to receive shares of common stock equal to the number of outstanding performance units without regard to the performance criteria.

For Mr. Bissell, the awards shown are performance units under the AmeriGas 2000 Plan, as described in “Compensation Discussion and Analysis.” Terms of these awards with respect to forfeitures and change in control, as defined in the AmeriGas 2000 Plan, are fashioned in a similar manner to the terms of the performance units granted under the Company’s 2004 Plan.

(3)

Options are granted under the Company’s 2004 Plan. Under this Plan, the option exercise price is not less than 100 percent of the fair market value of the Company’s common stock on the effective date of the grant, which is either the date of the grant or a specified future date. The term of each option is generally ten years, which is the maximum allowable term. For Mr. Varagne’s options, the maximum term is 9¹/2 years from the date of grant. The options become exercisable in three equal annual installments beginning on the first anniversary of the grant date, except for Mr. Varagne’s options, which vest in full on the fourth anniversary of the grant date. All options are nontransferable and generally exercisable only while the optionee is employed by the Company or an affiliate, with exceptions for exercise following termination without cause, retirement, disability or death. For purposes of the 2004 Plan, “employee” includes a chief executive officer or other officer or person who performs management and policymaking functions with respect to a subsidiary of the Company located outside the United States, but who is not an employee of the subsidiary, such as Mr. Varagne. In the case of termination without cause, the option will be exercisable only to the extent that it has vested as of the date of termination of employment and the option will terminate upon the earlier of the expiration date of the option or the expiration of the 13-month period commencing on the date of termination of employment. If termination of employment occurs due to retirement or disability, the option term is shortened to the earlier of the third anniversary of the date of such termination of employment, or the original expiration date, and vesting continues in accordance with the original vesting schedule. In the event of death of the optionee while an employee, the option will become fully vested and the option term will be shortened to the earlier of the expiration of the 12-month period following the optionee’s death, or the original expiration

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date. For Mr. Varagne, termination due to retirement, disability or death is treated differently than for U.S employees. If his termination occurs due to retirement or disability, the option will become exercisable as if he had remained chief executive officer of Antargaz for 48 months after the date of such termination and the option will terminate upon the earlier of the expiration date of the option or the expiration of the 48-month period commencing on the date of termination. In the event of Mr. Varagne’s death while chief executive officer of Antargaz, the option will become fully vested and the option will expire six months following the date of death. Options are subject to adjustment in the event of recapitalizations, stock splits, mergers, and other similar corporate transactions affecting the Company’s common stock. In the event of a change in control, unvested options become exercisable.

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Outstanding Equity Awards at Year-End

The following table shows the outstanding stock option, stock unit and performance unit awards held by the named executive officers at September 30, 2008.

Outstanding Equity Awards at Year-End Table—Fiscal 2008


	Option Awards						Stock Awards
Name (a)	Number of Securities Underlying Unexercised Options Exercisable (#) (b)		Number of Securities Underlying Options Unexercisable (#) (c)		Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares of Units of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units of Other Rights That Have Not Vested ($) (j)
L. R. Greenberg	125,000	⁽¹⁾			12.57	12/31/2012	0		0	50,000	⁽¹⁵⁾	1,289,000
	360,000	⁽²⁾			16.99	12/31/2013				60,000	⁽¹⁶⁾	1,546,800
	350,000	⁽³⁾			20.47	12/31/2014				70,000	⁽¹⁷⁾	1,804,600
	166,666	⁽⁴⁾	83,334	⁽⁴⁾	20.48	12/31/2015
	93,333	⁽⁵⁾	186,667	⁽⁵⁾	27.28	12/31/2016
			300,000	⁽⁶⁾	27.25	12/31/2017
J. L. Walsh	270,000	⁽⁷⁾			22.92	03/31/2015	0		0	25,000	⁽¹⁵⁾	644,500
	30,000	⁽⁴⁾	35,000	⁽⁴⁾	20.48	12/31/2015				26,000	⁽¹⁶⁾	670,280
	40,000	⁽⁵⁾	80,000	⁽⁵⁾	27.28	12/31/2016				27,000	⁽¹⁷⁾	696,060
			120,000	⁽⁶⁾	27.25	12/31/2017
P. Kelly	16,666	⁽⁸⁾	33,334	⁽⁸⁾	25.74	09/03/2017	20,000	⁽¹³⁾	515,600	5,000	⁽¹⁸⁾	128,900
	0		55,000	⁽⁶⁾	27.25	12/31/2017				10,000	⁽¹⁹⁾	257,800
										15,000	⁽¹⁷⁾	386,700
E. V. N. Bissell			21,667	⁽⁴⁾	20.48	12/31/2015	0		0	12,000	⁽²⁰⁾	365,160
	23,333	⁽⁵⁾	46,667	⁽⁵⁾	27.28	12/31/2016				14,000	⁽²¹⁾	426,020
			65,000	⁽⁶⁾	27.25	12/31/2017				12,000	⁽²²⁾	365,160
F. Varagne	70,000	⁽⁹⁾			15.65	12/08/2013	0		0	17,000	⁽¹⁵⁾	438,260
			60,000	⁽¹⁰⁾	20.47	06/30/2014				18,500	⁽¹⁶⁾	476,930
			52,000	⁽¹¹⁾	20.48	06/30/2015				18,500	⁽²³⁾	476,930
			57,000	⁽¹²⁾	27.28	06/30/2016
			57,000	⁽¹⁴⁾	28.02	12/16/2017

Note: Column (d) was intentionally omitted.

(1)	These options were granted on January 1, 2003 and were fully vested on January 1, 2006.

(2)	These options were granted on January 1, 2004 and were fully vested on January 1, 2007.

(3)	These options were granted on January 1, 2005 and were fully vested on January 1, 2008.

(4)	These options were granted on January 1, 2006. These options vest 33¹/3 percent on each anniversary of the grant date and will be fully vested on January 1, 2009.

(5)	These options were granted on January 1, 2007. These options vest 33¹/3 percent on each anniversary of the grant date and will be fully vested on January 1, 2010.

(6)	These options were granted on January 1, 2008. These options vest 33¹/3 percent on each anniversary of the grant date and will be fully vested on January 1, 2011.

(7)	These options were granted on April 1, 2005 and were fully vested on April 1, 2008.

(8)	These options were granted on September 4, 2007. These options vest 33¹/3 percent on each anniversary of the grant date and will be fully vested on September 4, 2010.

(9)	These options were granted on June 9, 2004 and fully vested on June 9, 2008.

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(10)	These options were granted on January 1, 2005 and will fully vest on January 1, 2009.

(11)	These options were granted on January 1, 2006 and will fully vest on January 1, 2010.

(12)	These options were granted on January 1, 2007 and will fully vest on January 1, 2011.

(13)	These stock units were granted on September 4, 2007 and will fully vest on September 4, 2009.

(14)	These options were granted on June 17, 2008 and will fully vest on June 17, 2012.

(15)

These performance units were awarded on January 1, 2006. The measurement period for the performance goal is the period beginning January 1, 2006 and ending December 31, 2008. The target award level of performance units and dividend equivalents will be payable on January 1, 2009 if the Company’s TSR equals the median TSR of a peer group for the measurement period. The peer group is the group of companies that comprises the S&P Utilities Index on January 1, 2006. The actual number of performance units earned may be higher or lower than the target award, or even zero, based on the Company’s TSR percentile rank relative to the companies in the S&P Utilities Index, except for Mr. Varagne. For Mr. Varagne, the actual number of performance units earned may not exceed the number shown, but may be lower, or even zero, based on the Company’s TSR percentile rank relative to the companies in the S&P Index. See “Compensation Discussion and Analysis – Long-Term Compensation – Fiscal 2008 Equity Awards” for more information on TSR performance measurements.

(16)

These performance units were awarded on January 1, 2007. The measurement period for the performance goal is the period beginning January 1, 2007 and ending December 31, 2009. The performance goal is the same as described in footnote (15) above, but it is measured for a different three-year period. The performance units will be payable, if at all, on January 1, 2010.

(17)

These performance units were awarded on January 1, 2008. The measurement period for the performance goal is the period beginning January 1, 2008 and ending December 31, 2010. The performance goal is the same as described in footnote (15) above, but it is measured for a different three-year period. The performance units will be payable, if at all, on January 1, 2011.

(18)	These performance units were awarded on September 4, 2007. The performance goal and the measurement period for the performance goal is the same as described in footnote (15) above. The performance units will be payable, if at all, on January 1, 2009.

(19)	These performance units were awarded on September 4, 2007. The performance goal and the measurement period for the performance goal is the same as described in footnote (16) above. The performance units will be payable, if at all, on January 1, 2010.

(20)

These performance units were awarded on January 1, 2006. The measurement period for the performance goal is the period beginning January 1, 2006 and ending December 31, 2008. The performance units will be payable on January 1, 2009 if the AmeriGas Partners’ TUR equals the median TUR 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. The actual amount of the award of performance units may be higher or lower than the target award, or even zero, based on the AmeriGas Partners’ TUR percentile rank relative to the companies in the comparison group. See “Compensation Discussion and Analysis – Long-Term Compensation – Fiscal 2008 Equity Awards” for more information on TUR performance measurements.

(21)

These performance units were awarded on January 1, 2007. The measurement period for the performance goal is the period beginning on January 1, 2007 and ending December 31, 2009. The performance goal is the same as described in footnote (20) above, but it is measured for a different three-year period. The performance units will be payable, if at all, on January 1, 2010.

(22)

These performance units were awarded on January 1, 2008. The measurement period for the performance goal is the period beginning on January 1, 2008 and ending December 31, 2010. The performance goal is the same as described in footnote (20) above, but it is measured for a different three-year period. The performance units will be payable, if at all, on January 1, 2011.

(23)

These performance units were awarded on June 17, 2008. The measurement period for the performance goal is the period beginning January 1, 2008 and ending December 31, 2010. The performance goal is the same as described in footnote (15) above, but it is measured for a different three-year period. The performance units will be payable, if at all, on January 1, 2011.

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Option Exercises and Stock Vested in Fiscal 2008

The following table sets forth (i) the number of shares of UGI Corporation common stock acquired by the named executive officers in Fiscal 2008 from the exercise of stock options, (ii) the value realized by those officers upon the exercise of those stock options based on the difference between the market price for our common stock on the date of exercise and the exercise price for the options, (iii) the number of performance units and stock units previously granted to the named executive officers that vested in Fiscal 2008, and (iv) the value realized by those officers upon the vesting of such units based on the closing market price for shares of our common stock, or for Mr. Bissell, common units of AmeriGas Partners, L.P., on the vesting date.

Option Exercises and Stock Vested Table—Fiscal 2008


	Option Awards		Stock Awards
Name (a)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)	Number of Shares Acquired on Vesting (#) (d)	Value Realized on Vesting ($) (e)
L. R. Greenberg	270,000	3,775,049	0	0
J. L. Walsh	40,000	273,240	0	0
P. Kelly	0	0	0	0
E. V. N. Bissell	174,000	1,405,876	11,970	432,237
F. Varagne	0	0	40,000	1,090,000

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Pension Benefits

The following table shows the number of years of credited service for the named executive officers under the Company’s defined benefit retirement plan (which we refer to below as the “UGI Utilities, Inc. Retirement Plan”) and its supplemental executive retirement plan (which we refer to below as the “UGI SERP”) and the actuarial present value of accumulated benefits under those plans as of September 30, 2008, and any payments made to the named executive officers in Fiscal 2008 under those plans.

Pension Benefits Table – Fiscal 2008


Name (a)	Plan Name (b)	Number of Years Credited Service (#) (c)		Present Value of Accumulated Benefit ($) (d)	Payments During Last Fiscal Year ($) (e)
L. R. Greenberg	UGI SERP	28		10,380,944	0
	UGI Utilities, Inc. Retirement Plan	28		889,742	0
J. L. Walsh	UGI SERP	3		428,993	0
	UGI Utilities, Inc. Retirement Plan	3		77,741	0
P. Kelly	UGI SERP	1		76,936	0
	UGI Utilities, Inc. Retirement Plan	1		10,466	0
E. V. N. Bissell	UGI Utilities, Inc.	6	⁽¹⁾	23,114	0
	Retirement Plan
F. Varagne	N/A	N/A		N/A	N/A

(1)	Mr. Bissell has a vested annual benefit of approximately $3,300 under the Company’s defined benefit pension plan, based on prior credited service. Mr. Bissell is not a current participant in the Company’s defined benefit retirement plan.

The Company participates in the UGI Utilities, Inc. Retirement Plan, a qualified defined benefit retirement plan (“Pension Plan”) to provide retirement income to its employees. The Pension Plan pays benefits based upon final average earnings, consisting of base salary or wages and annual bonuses, and years of credited service. Benefits vest after the participant completes five years of vesting service.

The Pension Plan provides normal annual retirement benefits at age 65, unreduced early retirement benefits at age 62 with ten years of service, and reduced, but subsidized, early retirement benefits at age 55 with ten years of service. Employees terminating employment prior to early retirement eligibility are eligible to receive a benefit under the plan formula commencing at age 65 or an unsubsidized benefit as early as age 55, provided they had ten years of service at termination. Employees who have attained age 50 with 15 years of service and are involuntarily terminated by the Company prior to age 55 are also eligible for subsidized early retirement benefits, beginning at age 55.

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The Pension Plan’s normal retirement benefit formula is (A) – (B) and is shown below:


(A)	=	The minimum of (1) and (2), where
(1)	=	1.9 percent of final five-year average earnings (as defined in the Pension Plan) multiplied by years of service;
(2)	=	60 percent of the highest year of earnings; and
(B)	=	1 percent of the estimated primary Social Security benefit multiplied by years of service.

The amount of the benefit produced by the formula will be reduced by an early retirement factor based on the employee’s actual age in years and months as of his early retirement date. The reduction factors range from 65 percent at age 55 to 100 percent (no reduction) at age 62.

The normal form of benefit under the Pension Plan for a married employee is a 50 percent joint and survivor lifetime annuity. Regardless of marital status, a participant may choose from a number of lifetime annuity payments. Lump sum payments are not permitted unless the present value of the lump sum benefit is $5,000 or less.

The Pension Plan is subject to qualified-plan Code limits on the amount of annual benefit that may be paid, and on the amount of compensation that may be taken into account in calculating retirement benefits under the plan. For 2008, the limit on the compensation that may be used is $230,000 and the limit on annual benefits payable for an employee retiring at age 65 in 2008 is $185,000. Benefits in excess of those permitted under the statutory limits are paid from the Company’s Supplemental Executive Retirement Plan, described below.

Mr. Greenberg and Mr. Bissell are eligible for early retirement benefits under the Pension Plan.

UGI Corporation Supplemental Executive Retirement Plan

The Company’s Supplemental Executive Retirement Plan (“SERP”) is a non-qualified defined benefit plan that provides retirement benefits that would otherwise be provided under the Pension Plan, but are prohibited from being paid from the Pension Plan by Code limits. The benefit paid by the SERP is approximately equal to the difference between the benefits provided under the Pension Plan and benefits that would have been provided by the Pension Plan if not for the limitations of the Employee Retirement Income Security Act of 1974, as amended, and the Code. Benefits vest after the participant completes 5 years of vesting service. The benefits earned under the SERP are payable in the form of a lump sum payment. For participants who attained age 50 prior to January 1, 2004, the lump sum payment is calculated using two interest rates. One rate is for service prior to January 1, 2004 and the other is for service after January 1, 2004. The rate for pre-January 1, 2004 service is the daily average of Moody’s Aaa bond yields for the month in which the participant’s termination date occurs, plus 50 basis points, and tax-adjusted using the highest marginal federal tax rate (35.0% for 2008). The interest rate for post January 1, 2004 service is the daily average of ten-year Treasury Bond yields in effect for the month in which the participant’s termination date occurs. The latter rate is used for calculating the lump sum payment for

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participants attaining age 50 on or after January 1, 2004. Payment is due within 60 days after termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by Section 409A of the Code, payment is made within 15 days after expiration of a six-month postponement period following “separation from service” as defined in the Code.

Actuarial Assumptions Used to Determine Values in the Pension Benefits Table

The amounts shown in the Pension Benefits table are actuarial present values of the benefits accumulated through September 30, 2008. An actuarial present value is calculated by estimating expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount which, if invested today at the discount rate, would be sufficient on an average basis to provide estimated future payments based on the current accumulated benefit. The assumed retirement age for each named executive officer is age 62, which is the earliest age at which the executive could retire without any benefit reduction due to age. Actual benefit present values will vary from these estimates depending on many factors, including an executive’s actual retirement age. The key assumptions included in the calculations are as follows:


	September 30, 2008	September 30, 2007

Discount rate for Pension Plan for all purposes and for SERP, for pre-commencement calculations	6.80 percent	6.40 percent

SERP lump sum rate	4.23 percent	4.07 percent

Retirement age	62	62

Post-retirement mortality for Pension Plan	RP-2000, combined, healthy table projected to 2015 using Scale AA without collar adjustments	RP-2000, combined, healthy table projected to 2010 using Scale AA without collar adjustments

Post-retirement mortality for SERP	1994 GAR unisex	1994 GAR unisex

Pre-retirement mortality	None	None

Termination and disability rates	None	None

Form of payment for Pension Plan	Single life annuity	Single life annuity

Form of payment for SERP	Lump sum	Lump sum

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Nonqualified Deferred Compensation

The following table shows the contributions, earnings, withdrawals and account balances for each of the named executive officers who participate in the Company’s Supplemental Savings Plan, the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan (“AmeriGas SERP”) and the AmeriGas Propane, Inc. Nonqualified Deferred Compensation Plan.

Nonqualified Deferred Compensation Table – Fiscal 2008


Name	Plan Name (a)	Executive Contributions in Last Fiscal Year ($) (b)		Employer Contributions in Last Fiscal Year ($) (c)		Aggregate Earnings in Last Fiscal Year ($) (d)		Aggregate Withdrawals/ Distributions ($) (e)	Aggregate Balance at Last Fiscal Year-End ($)⁽⁵⁾ (f)
L. R. Greenberg	UGI Supplemental	0		38,269	⁽¹⁾	32,032	⁽²⁾	0	597,149
	Savings Plan
J. L. Walsh	UGI Supplemental	0		19,319	⁽¹⁾	2,003	⁽²⁾	0	54,263
	Savings Plan
P. Kelly	UGI Supplemental	0		0		0		0	0
	Savings Plan
E. V. N. Bissell	AmeriGas SERP	0		58,246	⁽³⁾	0		0	588,805
	AmeriGas Nonqualified	16,259	⁽⁴⁾	0		0		0	19,545
	Deferred Compensation Plan
F. Varagne	N/A	0		0		0		0	0

(1)	This amount represents the employer contribution to the Company’s Supplemental Savings Plan, which is also reported in the Summary Compensation Table in the “All Other Compensation” column.

(2)	Of this amount, $2,856 for Mr. Greenberg, and $179 for Mr. Walsh, is reported in the “All Other Compensation” column of the Summary Compensation Table.

(3)	This amount represents the employer contribution to the AmeriGas SERP, which is also reported in the Summary Compensation Table in the “All Other Compensation” column.

(4)	This amount is included in the amount reported in the Summary Compensation Table in the “Salary” column.

(5)	The aggregate balances include the following aggregate amounts previously reported in the Summary Compensation Table in prior years: Mr. Greenberg, $430,260; Mr. Walsh, $31,662; and Mr. Bissell, $472,434.

The UGI Corporation Supplemental Savings Plan (“SSP”) is a nonqualified deferred compensation plan that provides benefits to certain employees that would be provided under the Company’s qualified 401(k) Savings Plan in the absence of Code limitations. Benefits vest after the participant completes five years of service. The SSP is intended to pay an amount substantially equal to the difference between the Company matching contribution that would have been made under the 401(k) Savings Plan if the Code limitations were not in effect, and the Company match actually made under the 401(k) Savings Plan. The Code compensation limit for 2007 was $225,000 and the limit for 2008 is $230,000. The Code contribution limit for 2007 was $45,000 and the limit for 2008 is $46,000. Under the SSP, the participant is credited with a Company match on compensation in excess of Code limits using the same formula applicable to contributions to the Company’s 401(k) Savings Plan, which is a match of 50 percent on the first 3 percent of eligible compensation, and a match of 25 percent on the next 3 percent, assuming that the employee contributed to the 401(k) Savings Plan the lesser of 6 percent of eligible compensation or the maximum amount permissible under the Code. Amounts credited to the

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participant’s account are credited with interest. The rate of interest currently in effect is the rate produced by blending the annual return on the S&P 500 Index (60 percent weighting) and the annual return on the Lehman Brothers Bond Index (40 percent weighting). Account balances are payable in a lump sum within 60 days after termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by Section 409A of the Code, payment is made within 15 days after expiration of a six-month postponement period following “separation from service” as defined in the Code.

The AmeriGas SERP is a nonqualified deferred compensation plan that is intended to provide retirement benefits to certain AmeriGas Propane employees. Under the plan, AmeriGas Propane credits to each participant’s account annually an amount equal to 5 percent of the participant’s compensation (salary and annual bonus) up to the Code compensation limits and 10 percent of compensation in excess of such limit. In addition, if any portion of AmeriGas Propane’s matching contribution under the AmeriGas Propane, Inc. qualified 401(k) Savings Plan (“AmeriGas 401(k) Savings Plan”) is forfeited due to nondiscrimination requirements under the Code, the forfeited amount, adjusted for earnings and losses on the amount, will be credited to a participant’s account. Benefits vest on the fifth anniversary of a participant’s employment commencement date. Through Fiscal 2007, participants’ accounts were credited annually with interest at a rate generally equal to the actual return on the trust portfolio of the UGI Utilities, Inc. Retirement Income Plan, subject to certain limitations as set forth in the AmeriGas SERP. Beginning in Fiscal 2008, in lieu of receiving interest on account balances, participants direct the investment of their account balances among a number of funds, which are generally the same funds available to participants in the AmeriGas 401(k) Savings Plan, other than the Company’s stock fund. Account balances are payable in a lump sum within 60 days after termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by Section 409A of the Code, payment is made within 15 days after expiration of a six-month postponement period following “separation from service” as defined in the Code.

The AmeriGas Propane, Inc. Nonqualified Deferred Compensation Plan is a nonqualified deferred compensation plan that provides benefits to certain employees that would otherwise be provided under the AmeriGas 401(k) Savings Plan. The plan is intended to permit participants to defer up to $10,000 of annual compensation that would generally not be eligible for contribution to the AmeriGas 401(k) Savings Plan due to Code limitations and nondiscrimination requirements. Participants may direct the investment of deferred amounts into a number of funds. The funds available are the same funds available under the AmeriGas 401(k) Savings Plan, other than the UGI Corporation stock fund. Account balances are payable in a lump sum within 60 days after termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by Section 409A of the Code, payment is made within 15 days after expiration of a six-month postponement period following “separation from service” as defined in the Code.

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Potential Payments Upon Termination or Change in Control

Severance Pay Plan for Senior Executive Employees

Named Executive Officers Employed by UGI Corporation. The UGI Corporation Senior Executive Employee Severance Plan (the “UGI Severance Plan”) provides for payment to certain senior level employees of UGI, including Messrs. Greenberg, Walsh and Kelly, in the event their employment is terminated without fault on their part. Benefits are payable to a senior executive covered by the UGI Severance Plan if the senior executive’s employment is involuntarily terminated for any reason other than for just cause or as a result of the senior executive’s death or disability. Under the UGI Severance Plan, “just cause” generally means (i) dismissal of an executive due to misappropriation of funds, (ii) substance abuse or habitual insobriety that adversely affects the executive’s ability to perform his or her job, (iii) conviction of a crime involving moral turpitude, or (iv) gross negligence in the performance of duties.

The UGI Severance Plan provides for cash payments equal to a participant’s compensation for a period of time ranging from six months to 18 months, depending on length of service (the “Continuation Period”). In the case of Mr. Greenberg, the Continuation Period is 30 months; for Mr. Walsh, the Continuation Period ranges from 12 months to 24 months, depending on length of service. In addition, a participant receives the cash equivalent of his or her target bonus under the Annual Bonus Plan, pro-rated for the number of months served in the fiscal year prior to termination. However, if the termination occurs in the last two months of the fiscal year, we have the discretion to determine whether the participant will receive a pro-rated target bonus, or the actual annual bonus which would have been paid after the end of the fiscal year, assuming that the participant’s entire bonus was contingent on meeting the applicable financial performance goal. The levels of severance payments were established based on competitive practice and are reviewed by management and the Compensation and Management Development Committee from time to time.

Under the UGI Severance Plan, a participant also receives a payment equal to the cost he or she would have incurred to continue medical and dental coverage under the Company’s plans for the Continuation Period (less the amount he or she would be required to contribute for such coverage if he or she were an active employee). This amount includes a tax gross-up payment equal to 75 percent of the cost of the medical and dental coverage. The maximum period for calculating the payment of such benefits is 18 months (30 months in the case of Mr. Greenberg and 24 months in the case of Mr. Walsh). The UGI Severance Plan also provides for outplacement services for a period of 12 months following a participant’s termination of employment, and reimbursement for tax preparation services for the final year of employment. Provided that the participant is eligible to retire, all payments under the UGI Severance Plan may be reduced by an amount equal to the fair market value of certain equity-based awards, other than stock options, payable to the participant after the termination of employment.

In order to receive benefits under the UGI Severance Plan, a participant is required to execute a release which discharges UGI and its subsidiaries from liability for any claims the senior executive may have against any of them, other than claims for amounts or benefits due to the executive under any plan, program or contract provided by or entered into with UGI or its

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subsidiaries. Each senior executive is also required to ratify a post-employment activities agreement (which restricts the senior executive from competing with UGI and its affiliates following termination of his or her employment) and to cooperate in attending to matters pending at the time of his or her termination of employment.

Named Executive Officers Employed by AmeriGas Propane. The AmeriGas Propane, Inc. Senior Executive Employee Severance Plan (the “AmeriGas Severance Plan”) provides for payment to certain senior level employees of AmeriGas Propane, including Mr. Bissell, in the event their employment is terminated without fault on their part. Specified benefits are payable to a senior executive covered by the AmeriGas Severance Plan if the senior executive’s employment is involuntarily terminated for any reason other than for just cause or as a result of the senior executive’s death or disability. Under the AmeriGas Severance Plan, “just cause” generally means (i) dismissal of an executive due to misappropriation of funds, (ii) substance abuse or habitual insobriety that adversely affects the executive’s ability to perform his job, (iii) conviction of a crime involving moral turpitude, or (iv) gross negligence in the performance of duties.

The AmeriGas Severance Plan provides for cash payments equal to a participant’s compensation for a period of time ranging from six months to 18 months, depending on length of service (the “Continuation Period”). In the case of Mr. Bissell, the Continuation Period ranges from 12 months to 24 months, depending on length of service. In addition, a participant receives the cash equivalent of his or her target bonus under the Annual Bonus Plan, pro-rated for the number of months served in the fiscal year. However, if the termination occurs in the last two months of the fiscal year, AmeriGas Propane has the discretion to determine whether the participant will receive a pro-rated target bonus, or the actual annual bonus which would have been paid after the end of the fiscal year, provided that the weighting to be applied to the participant’s business/financial goals under the AmeriGas Propane Annual Bonus Plan will be deemed to be 100 percent. The levels of severance payments were established based on competitive practice and are reviewed by management and the AmeriGas Propane Compensation/Pension Committee from time to time.

Under the AmeriGas Severance Plan, a participant also receives a payment equal to the cost he or she would have incurred to continue medical and dental coverage under AmeriGas Propane’s plans for the Continuation Period (less the amount he or she would be required to contribute for such coverage if he or she were an active employee). This amount includes a tax gross-up payment equal to 75 percent of the cost of the medical and dental coverage. The AmeriGas Severance Plan also provides for outplacement services for a period of 12 months following a participant’s termination of employment, and reimbursement for tax preparation services for the final year of employment. Provided that the participant is eligible to retire, all payments under the AmeriGas Severance Plan may be reduced by an amount equal to the fair market value of certain equity-based awards, other than stock options, payable to the participant after the termination of employment.

In order to receive benefits under the AmeriGas Severance Plan, a participant is required to execute a release which discharges AmeriGas Propane and its affiliates from liability for any claims the senior executive may have against any of them, other than claims for amounts or

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benefits due to the executive under any plan, program or contract provided by or entered into with AmeriGas Propane or its affiliates. Each senior executive is also required to ratify a post-employment activities agreement (which restricts the senior executive from competing with AmeriGas Partners, L.P. and its affiliates following termination of his or her employment) and to cooperate in attending to matters pending at the time of his or her termination of employment.

Mr. Varagne. Mr. Varagne has an agreement with our French subsidiary, AGZ Holding, which provides severance benefits in the event that he is terminated without cause on his part. “Cause” in this context is severe or gross negligence in the performance of his duties as Chairman of the Board and General Director of Antargaz. The agreement provides for a cash payment equal to one year of compensation, based on compensation received in the twelve months prior to the effective date of termination. Like the UGI Corporation and AmeriGas Propane, Inc. Executive Severance Plans, Mr. Varagne’s agreement requires that he execute a release discharging the Company and its subsidiaries from liability in connection with his termination prior to receipt of severance payments.

Change in Control Arrangements

Named Executive Officers Employed by UGI Corporation. Messrs. Greenberg, Walsh and Kelly each have an agreement with the Company which provides benefits in the event of a change in control. The agreements have a term of three years with automatic one-year extensions beginning May 2011, unless in each case, prior to a change in control, UGI terminates an agreement. In the absence of a change in control or termination by the Company, each agreement will terminate when, for any reason, the executive terminates his employment with the Company. A change in control is generally deemed to occur in the following instances:

•

any person (other than certain persons or entities affiliated with the Company), together with all affiliates and associates of such person, acquires securities representing 20 percent or more of either (i) the then outstanding shares of common stock, or (ii) the combined voting power of the Company’s then outstanding voting securities;

•

individuals, who at the beginning of any 24-month period constitute the Board of Directors (the “Incumbent Board”) and any new Director whose election by the Board of Directors, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Incumbent Board, cease for any reason to constitute a majority;

•

the Company is reorganized, merged or consolidated with or into, or sells all or substantially all of its assets to, another corporation in a transaction in which former shareholders of the Company do not own more than 50 percent of, respectively, the outstanding common stock and the combined voting power of the then outstanding voting securities of the surviving or acquiring corporation; or

•

the Company is liquidated or dissolved.

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The Company will provide Messrs. Greenberg, Walsh and Kelly with cash benefits (“Benefits”) if we terminate the executive’s employment without “cause” or if the executive terminates employment for “good reason” at any time within two years following a change in control of the Company. “Cause” generally includes (i) misappropriation of funds, (ii) habitual insobriety or substance abuse, (iii) conviction of a crime involving moral turpitude, or (iv) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company. “Good reason” generally includes a material diminution in authority, duties, responsibilities or base compensation; a material breach by the Company of the terms of the agreement; and substantial relocation requirements. If the events trigger a payment following a change in control, the Benefits payable to each of Messrs. Greenberg, Walsh and Kelly will be as specified under his change in control agreement unless payments under the UGI Severance Plan described above would be greater, in which case Benefits would be provided under the UGI Severance Plan.

Following a change in control, each of Messrs. Greenberg, Walsh and Kelly may elect to terminate his employment without loss of Benefits in certain situations, including a material diminution in authority, duties, responsibilities or base compensation; or excessive relocation requirements. Benefits under this arrangement would be equal to three times the executive officer’s base salary and annual bonus. Each named executive officer would also receive the cash equivalent of his target bonus, prorated for the number of months served in the fiscal year. In addition, Messrs. Greenberg, Walsh and Kelly are each entitled to receive a payment equal to the cost he would incur if he enrolled in the Company’s medical and dental plans for three years (less the amount he would be required to contribute for such coverage if he were an active employee). This payment would include a tax gross-up payment equal to 75 percent of the total amount payable. Messrs. Greenberg, Walsh and Kelly would also have benefits under the Company’s Supplemental Executive Retirement Plan calculated as if each of them had continued in employment for three years. In addition, outstanding performance units, stock units and dividend equivalents will be paid in cash based on the fair market value of the Company’s common stock in an amount equal to the greater of (i) the target award, or (ii) the award amount that would have been paid if the performance unit measurement period ended on the date of the change in control, as determined by the Compensation and Management Development Committee. For treatment of stock options, see the “Grants of Plan-Based Awards” table.

The Benefits are subject to a “conditional gross-up” for excise and related taxes in the event they would constitute “excess parachute payments,” as defined in Section 280G of the Code. The Company will provide the tax gross-up if the aggregate parachute value of Benefits is greater than 110 percent of the maximum amount that may be paid under Section 280G of the Code without imposition of an excise tax. If the parachute value does not exceed the 110 percent threshold, the Benefits for each of Messrs. Greenberg, Walsh and Kelly will be reduced to the extent necessary to avoid imposition of the excise tax on “excess parachute payments.”

In order to receive benefits under his change in control agreement, each named executive officer is required to execute a release which discharges the Company and its subsidiaries from liability for any claims the senior executive may have against any of them, other than claims for

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amounts or benefits due to the executive under any plan, program or contract provided by or entered into with UGI or its subsidiaries.

Named Executive Officers Employed by AmeriGas Propane, Inc. Mr. Bissell has an agreement with AmeriGas Propane that provides benefits in the event of a change in control. His agreement has a term of three years and is automatically extended for one-year terms beginning May 2011 unless, prior to a change in control, AmeriGas Propane terminates his agreement. In the absence of a change in control or termination by AmeriGas Propane, his agreement will terminate when, for any reason, he terminates his employment with AmeriGas Propane. A change in control is generally deemed to occur in the following instances:

•

individuals, who at the beginning of any 24-month period constitute the Company’s Board of Directors (the “Incumbent Board”) and any new Director whose election by the Board of Directors, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Incumbent Board, cease for any reason to constitute a majority;

•

AmeriGas Propane, AmeriGas Partners, L.P. or AmeriGas Propane, L.P. is reorganized, merged or consolidated with or into, or sells all or substantially all of its assets to, another entity in a transaction with respect to which all of the individuals and entities who were owners of the General Partner’s voting securities or of the outstanding units of the Partnership immediately prior to such transaction do not, following such transaction, own more than 50 percent of, respectively, the outstanding common stock and the combined voting power of the then outstanding voting securities of the surviving or acquiring corporation, or if the resulting entity is a partnership, the former unitholders do not own more than 50 percent of the outstanding common units in substantially the same proportion as their ownership immediately prior to the transaction;

•

the Company, AmeriGas Propane, AmeriGas Partners, L.P. (the “Partnership”) or AmeriGas Propane, L.P. (the “Operating Partnership”) is liquidated or dissolved;

•

the Company fails to own more than 50 percent of the general partnership interests of the Partnership or the Operating Partnership;

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•

the Company fails to own more than 50 percent of the outstanding shares of common stock of AmeriGas Propane; or

•

AmeriGas Propane is removed as the general partner of the Partnership or the Operating Partnership.

AmeriGas Propane will provide Mr. Bissell with cash benefits (“Benefits”) if there is a termination of his employment without “cause” or if he terminates employment for “good reason” at any time within two years following a change in control. “Cause” generally includes (i) misappropriation of funds, (ii) habitual insobriety or substance abuse, (iii) conviction of a crime involving moral turpitude, or (iv) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of AmeriGas Propane. “Good reason” generally includes a material diminution in authority, duties, responsibilities or base compensation; a material breach by AmeriGas Propane of the terms of the agreement; and substantial relocation requirements. If the events trigger a payment following a change in control, the benefits payable to Mr. Bissell will be as specified under his change in control agreement unless payments under the AmeriGas Severance Plan described above would be greater, in which case Benefits would be provided under the AmeriGas Severance Plan.

Following a change in control, Mr. Bissell may elect to terminate his employment without loss of Benefits in certain situations, including a material diminution in authority, duties, responsibilities or base compensation; or excessive relocation requirements. Benefits under this arrangement would be equal to three times Mr. Bissell’s base salary and annual bonus. Mr. Bissell would also receive the cash equivalent of his target bonus, prorated for the number of months served in the fiscal year. In addition, he is entitled to receive a payment equal to the cost he would incur if he enrolled in AmeriGas Propane’s medical and dental plans for three years (less the amount he would be required to contribute for such coverage if he were an active employee). This payment would include a tax gross-up payment equal to 75 percent of the total amount payable. Mr. Bissell would also receive his benefits under the AmeriGas SERP calculated as if he had continued in employment for three years. In addition, outstanding performance units and distribution equivalents will be paid in cash based on the fair market value of AmeriGas Partners common units in an amount equal to the greater of (i) the target award, or (ii) the award amount that would have been paid if the measurement period ended on the date of the change in control, as determined by the AmeriGas Propane Compensation/Pension Committee. For treatment of stock options, see the “Grants of Plan-Based Awards” table.

The Benefits are subject to a “conditional gross up” for excise and related taxes in the event they would constitute “excess parachute payments,” as defined in Section 280G of the Code. AmeriGas Propane will provide the tax gross-up if the aggregate parachute value of Benefits is greater than 110 percent of the maximum amount that may be paid under Section 280G of the Code without imposition of an excise tax. If the parachute value does not exceed the 110 percent threshold, the Benefits for Mr. Bissell will be reduced to the extent necessary to avoid imposition of the excise tax on “excess parachute payments.”

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In order to receive benefits under his change in control agreement, Mr. Bissell is required to execute a release which discharges AmeriGas Propane and its affiliates from liability for any claims he may have against any of them, other than claims for amounts or benefits due under any plan, program or contract provided by or entered into with AmeriGas Propane or its affiliates.

Mr. Varagne. Mr. Varagne is not covered by a change in control agreement, but he has a severance agreement with AGZ Holding, as previously described. If a change in control of the Company occurs, Mr. Varagne’s performance units will be paid in cash in an amount equal to the greater of (i) the value of the shares that would be issued if 50 percent of the maximum award was earned, and (ii) the value that would be issued if the measurement period ended on the date of the change in control, as determined by the Company’s Compensation and Management Development Committee. For treatment of stock options, see the “Grants of Plan-Based Awards” table.

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Potential Payments Upon Termination or Change in Control

The amounts shown in the table below are merely estimates of the incremental amounts that would be paid out to the named executive officers if their termination had occurred on the last day of Fiscal 2008. The actual amounts to be paid out can only be determined at the time of such named executive officer’s termination of employment. The amounts set forth in the table below do not include compensation to which each named executive officer would be entitled without regard to his termination of employment, including (i) base salary and short-term incentives that have been earned but not yet paid, and (ii) amounts that have been earned, but not yet paid, under the terms of the plans reflected in the “Pension Benefits” and “Nonqualified Deferred Compensation” tables. There are no incremental payments in the event of voluntary resignation, termination for cause, disability or upon retirement.

Potential Payments Upon Termination or Change in Control Table—Fiscal 2008


Name & Triggering Event	Severance Pay			Equity Awards with Accelerated Vesting⁽³⁾		Nonqualified Retirement Benefits⁽⁴⁾		Welfare & Other Benefits⁽⁵⁾		Total
L. R. Greenberg
Death	$	0		$	4,509,751	$	0	$	0	$	4,509,751
Involuntary Termination Without Cause	$	6,157,800	⁽¹⁾	$	0	$	0	$	52,167	$	6,209,967
Termination Following Change in Control	$	7,681,182	⁽²⁾	$	7,316,677	$	5,183,798	$	45,638	$	20,227,295
J. L. Walsh
Death	$	0		$	2,006,427	$	0	$	0	$	2,006,427
Involuntary Termination Without Cause	$	1,851,788	⁽¹⁾	$	0	$	0	$	56,326	$	1,908,114
Termination Following Change in Control	$	4,063,375	⁽²⁾	$	3,122,048	$	1,331,036	$	3,310,802	$	11,827,261
P. Kelly
Death	$	0		$	1,136,856	$	0	$	0	$	1,136,856
Involuntary Termination Without Cause	$	695,337	⁽¹⁾	$	0	$	0	$	31,457	$	726,794
Termination Following Change in Control	$	2,436,216	⁽²⁾	$	1,705,391	$	32,034	$	1,702,572	$	5,876,213
E. V.N. Bissell
Death	$	0		$	1,382,466	$	0	$	0	$	1,382,466
Involuntary Termination Without Cause	$	1,562,378	⁽¹⁾	$	0	$	0	$	69,430	$	1,631,808
Termination Following Change in Control	$	2,445,997	⁽²⁾	$	2,032,349	$	197,877	$	80,799	$	4,757,022
F. Varagne
Death	$	0		$	1,853,458	$	0	$	0	$	1,853,458
Involuntary Termination Without Cause	$	779,025	⁽¹⁾	$	0	$	0	$	0	$	779,025
Termination Following Change in Control	$	779,025	⁽²⁾	$	2,625,767	$	0	$	0	$	3,404,792

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(1)

Amounts shown under “Severance Pay” in the case of involuntary termination without cause are calculated under the terms of the UGI Severance Plan for Messrs. Greenberg, Walsh and Kelly; the AmeriGas Severance Plan for Mr. Bissell; and the severance agreement with AGZ Holding for Mr. Varagne. We assumed that 100 percent of target annual bonus was paid.

(2)	Amounts listed under “Severance Pay” in the case of termination following a change in control are calculated under the officer’s change in control agreement, except for Mr. Varagne, whose estimate is based on his severance agreement with AGZ Holding.

(3)	In calculating the amounts shown above we assumed (i) the continuation of the Company’s dividend (and AmeriGas Partner’s distribution, as applicable) at the rate in effect on September 30, 2008; and (ii) performance at target levels with respect to performance shares/units.

(4)	Amounts shown are in addition to amounts shown in the “Pension Benefits” and “Nonqualified Deferred Compensation” tables.

(5)

Amounts shown under “Welfare and Other Benefits” include estimated payments for (i) medical and dental insurance premiums, (ii) outplacement services, (iii) tax preparation services, and (iv) an estimated Code Section 280G tax gross-up payment of $3,244,363 for Mr. Walsh and $1,648,144 for Mr. Kelly in the event of a change in control.

Director and Officer Stock Ownership Policies

The following policies are designed to encourage growth in Shareholder value by closely linking Directors’ and executives’ risks and rewards with the Company’s total Shareholder return.

The Board of Directors has a policy requiring Directors to own Company Common Stock in an amount equal to three times the Director’s annual cash retainer and to achieve the target level of Common Stock ownership within five years after joining the Board.

The Company has a policy, approved by the Board of Directors, that requires individuals in key management positions with the Company and its subsidiaries to own significant amounts of Common Stock. See “Compensation Discussion and Analysis – Stock Ownership Guidelines.”

Market Price of Shares

The closing price of our Stock, as reported on the New York Stock Exchange Composite Tape on November 21, 2008, was $23.45.

ITEM 2—RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors appointed PricewaterhouseCoopers LLP as independent registered public accountants to examine and report on the consolidated financial statements of the Company for Fiscal 2009 and recommends that the Shareholders ratify the appointment. If the Shareholders do not ratify the appointment of PricewaterhouseCoopers LLP,

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the Audit Committee will consider the appointment of other independent registered public accountants. One or more representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting. They will have the opportunity to respond to appropriate questions and to make a statement if they wish to do so.

The Board of Directors of UGI Corporation unanimously recommends a vote FOR this proposal.

ITEM 3—OTHER MATTERS

The Board of Directors is not aware of any other matter to be presented for action at the meeting. If any other matter requiring a vote of the Shareholders should arise, the Proxies (or their substitutes) will vote in accordance with their best judgment.

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LOGO

DIRECTIONS TO THE DESMOND HOTEL AND CONFERENCE CENTER

Directions from Philadelphia. Take the Schuylkill Expressway (I-76) West. Follow I-76 West to Route 202 South. Take Route 202 South to the Great Valley/Route 29 North Exit. At the end of the ramp, proceed through the light onto Liberty Boulevard. The Desmond will be on the right.

Directions from South Jersey. Take I-95 South to Route 322 West. Take 322 West to Route 1 South to Route 202 North. Take Route 202 North to Great Valley/Route 29 North Exit. Turn right onto Route 29 North. Turn right at second light onto Liberty Boulevard. The Desmond will be on the left.

Directions from Philadelphia Airport. Take I-95 South to 476 North. Follow 476 North to the Schuylkill Expressway (I-76) West to Route 202 South. Take Route 202 South to the Great Valley/Route 29 North Exit. At the end of the ramp, proceed through the light onto Liberty Boulevard. The Desmond will be on the right.

Directions from Wilmington and Points South (Delaware and Maryland). Take I-95 North to Route 202 North to the Great Valley/Route 29 North Exit. Turn right onto Route 29 North. Turn right at second light onto Liberty Boulevard. The Desmond will be on the left.

Directions from New York and Points North. Take the New Jersey Turnpike South to Exit 6, the Pennsylvania Turnpike extension. Follow the Turnpike West to Exit 326, Valley Forge. Take Route 202 South to the Great Valley/Route 29 North Exit. At the end of the ramp, proceed through the light onto Liberty Boulevard. The Desmond will be on the right.

Directions from Harrisburg and Points West. Take the Pennsylvania Turnpike East to Exit 326, Valley Forge. Take Route 202 South to Great Valley/Route 29 North Exit. At the end of the ramp, proceed through the light onto Liberty Boulevard. The Desmond will be on the right.

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ê IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ê

LOGO

Proxy — UGI CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF UGI CORPORATION

The undersigned hereby appoints James W. Stratton, Lon R. Greenberg and Stephen D. Ban, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of UGI Corporation Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held January 27, 2009 or at any adjournment thereof, with all powers which the undersigned would possess if present at the Meeting.

For the participants in the UGI Utilities, Inc. Savings Plan, AmeriGas Propane, Inc. Savings Plan, and the UGI HVAC Enterprises, Inc. Savings Plan (together, the “Plans”), this Proxy Card will constitute voting instructions to the Trustee under the Plans. As indicated by me on the reverse side, but, if I make no indication as to a particular matter, then as recommended by the Board of Directors on such matter, and in their discretion, upon such other matters as may properly come before the meeting. The Trustee will keep my vote completely confidential. If the Trustee does not receive my executed Proxy by January 22, 2009, I understand the Trustee will vote the shares represented by this Proxy in the same proportion as it votes those shares for which it does receive a properly executed Proxy.

(Continued, and to be marked, dated and signed, on the other side)


		Electronic Voting Instructions

		You can vote by Internet or telephone!
		Available 24 hours a day, 7 days a week!
		Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
		VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

		Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on January 26, 2009.

		Vote by Internet
		• Log on to the Internet and go to
		www.investorvote.com
		• Follow the steps outlined on the secured website.

		Vote by telephone
		• Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO CHARGE to you for the call. • Follow the instructions provided by the recorded message.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.	x

Annual Meeting Proxy Card

ê IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ê


A		Proposals — The Board of Directors recommends that you vote FOR Numbers 1 and 2.


1. Election of Directors:	01 - S.D. Ban	02 - R.C. Gozon	03 - L.R. Greenberg

	04 - M.O. Schlanger	05 - A. Pol	06 - E.E. Jones

	07 - J.L. Walsh	08 - R.B. Vincent	09 - M.S. Puccio

Mark here to vote FOR all nominees

Mark here to WITHHOLD vote from all nominees

For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right.


	For	Against	Abstain
2. RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.	¨	¨	¨


B		Non-Voting Items


Change of Address — Please print your new address below.				Comments — Please print your comments below.


C		Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.


Date (mm/dd/yyyy) — Please print date below.	Signature 1 — Please keep signature within the box.	Signature 2 — Please keep signature within the box.

______________________________	________________________________	________________________________