Exhibit 10.5





Exhibit 10.5




UGI CORPORATION AMENDED AND RESTATED DIRECTORS’ DEFERRED

COMPENSATION PLAN




(amended and restated as of January 1, 2005)





	1.	 	Background and Purpose.






	 	1.1	 	The Directors’ Deferred Compensation Plan (the “Plan”) was adopted effective as
of June 20, 1984. The Plan was adopted and, until April 10, 1992, maintained by UGI
Utilities, Inc., which prior to April 10, 1992 was known as UGI Corporation (“UGI
Utilities”). On April 10, 1992, UGI Utilities became a subsidiary of New UGI
Corporation which was renamed, as of such date, UGI Corporation. As of April 10, 1992
UGI Corporation assumed sponsorship of the Plan and all obligations of UGI Utilities
hereunder. In connection with the transfer of Plan sponsorship, pursuant to the
authority granted under Section 6.4, the Plan was amended and restated in its entirety
effective as of April 10, 1992. Pursuant to the authority granted under Section 6.4,
the Plan was amended and restated in its entirety effective as of January 1, 2000, to
reflect certain changes approved by the Board of Directors on December 14, 1999. The
Plan is now amended and restated effective as of January 1, 2005 to comply with section
409A of the Internal Revenue Code. No future deferrals shall be permitted under the
Plan after December 6, 2005.






	 	1.2	 	The Plan is intended to enable each Director of the Company to defer the
payment of all or a specified portion of the compensation otherwise payable in cash for
services rendered as a Director of the Company, until the cessation of the Director’s
services on the Board, the Director’s attainment of a specified age, or the Director’s
death.






	2.	 	Definitions.






For ease of reference, the following definitions will be used in the Plan:




	 	2.1	 	“Affiliate” and “Associate” shall have the respective meanings ascribed to such
terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.




 


 









 






	 	2.2	 	“Beneficial Owner” means that a person shall be deemed the “Beneficial Owner”
of any securities: (i) that such person or any of such person’s Affiliates or
Associates, directly or indirectly, has the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (whether or not in writing) or upon the exercise of
conversion rights, exchange rights, rights, warrants, or options, or otherwise;
provided, however, that a person shall not be deemed the “Beneficial Owner” of
securities tendered pursuant to a tender or exchange offer made by
such person or any of such person’s Affiliates or Associates until such tendered
securities are accepted for payment, purchase or exchange; (ii) that such person or
any of such person’s Affiliates or Associates, directly or indirectly, has the right
to vote or dispose of or has “beneficial ownership” of (as determined pursuant to
Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including
without limitation pursuant to any agreement, arrangement or understanding, whether
or not in writing; provided, however, that a person shall not be deemed the
“Beneficial Owner” of any security under this clause (ii) as a result of an oral or
written agreement, arrangement or understanding to vote such security if such
agreement, arrangement or understanding (A) arises solely from a revocable proxy
given in response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable provisions of the General Rules and Regulations
under the Exchange Act, and (B) is not then reportable by such person on Schedule
13D under the Exchange Act (or any comparable or successor report); or (iii) that
are beneficially owned, directly or indirectly, by any other person (or any
Affiliate or Associate thereof) with which such person (or any of such person’s
Affiliates or Associates) has any agreement, arrangement or understanding (whether
or not in writing) for the purpose of acquiring, holding, voting (except pursuant to
a revocable proxy as described in the proviso to clause (ii) above) or disposing of
any voting securities of the Company; provided, however, that nothing in this
section shall cause a person engaged in business as an underwriter of securities to
be the “Beneficial Owner” of any securities acquired through such person’s
participation in good faith in a firm commitment underwriting until the expiration
of forty days after the date of such acquisition.






	 	2.3	 	“Board of Directors”, “Board”, “Directors” or “Director” means, respectively,
the Board of Directors, the Directors or a Director of the Company.






	 	2.4	 	“Change of Control” of the Company means (i) any person (except the Director,
his Affiliates and Associates, the Company, any subsidiary of the Company, any employee
benefit plan of the Company or of any subsidiary of the Company, or any person or
entity organized, appointed or established by the Company for or pursuant to the terms
of any such employee benefit plan), together with all Affiliates and Associates of such
person, becomes the Beneficial Owner in the aggregate of 20% or more of either (A) the
then outstanding shares of Common Stock of the Company (the “Outstanding Company Common
Stock”) or (B) the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors (the “Company
Voting Securities”); or (ii) individuals who, as of the beginning of any twenty-four
month period, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board, provided that any individual becoming a
director subsequent to the beginning of such period whose election or nomination for
election by the Company’s shareholders was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office is in connection with an actual or
threatened election contest




 


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	 	 	 	relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act); or (iii) consummation by the
Company of a reorganization, merger or consolidation (a “Business Combination”), in
each case, with respect to which all or substantially all of the individuals and
entities who were the respective Beneficial Owners of the Outstanding Company Common
Stock and Company Voting Securities immediately prior to such Business Combination
do not, following such Business Combination, Beneficially Own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of Common
Stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination in substantially the same
proportion as their ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock and Company Voting Securities, as the case may be;
or (iv) (A) Consummation of a complete liquidation or dissolution of the Company or
(B) sale or other disposition of all or substantially all of the assets of the
Company other than to a corporation with respect to which, following such sale or
disposition, more than 50% of, respectively, the then outstanding shares of Common
Stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors is then owned beneficially,
directly or indirectly, by all or substantially all of the individuals and entities
who were the Beneficial Owners, respectively, of the Outstanding Company Common
Stock and Company Voting Securities immediately prior to such sale or disposition in
substantially the same proportion as their ownership of the Outstanding Company
Common Stock and Company Voting Securities, as the case may be, immediately prior to
such sale or disposition.






	 	2.5	 	“Code” means the Internal Revenue Code of 1986, as amended.






	 	2.6	 	The “Committee” means the Compensation and Management Development Committee of
the Board of Directors as constituted from time to time.






	 	2.7	 	“Common Stock” means the common stock of the Company.






	 	2.8	 	The “Company” means, prior to April 10, 1992, UGI Utilities. From and after
April 10, 1992, the term “Company” shall mean UGI Corporation, a Pennsylvania
corporation (formerly named New UGI Corporation).






	 	2.9	 	“Deferred Compensation Account” or “Accounts” means the separate account
established under the Plan for each Participant, as described in Section 4.1.






	 	2.10	 	“Exchange Act” means Securities Exchange Act of 1934, as amended.






	 	2.11	 	“Notice” means a written notice given to the Secretary, pursuant to Section 3.2
or a form substantially in the form of Exhibit A attached hereto.






	 	2.12	 	“Participant” means each Director of the Company who participates in the Plan.




 


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	 	2.13	 	The “Plan” means the UGI Corporation Directors’ Deferred Compensation Plan as
set forth herein, or as it may be amended from time to time by the Committee or Board
of Directors.






	 	2.14	 	“Plan Year” means the calendar year.






	 	2.15	 	The “Secretary” means the Secretary of the Company who will have responsibility
for those functions assigned to the Secretary under the Plan.






	 	2.16	 	“Unforeseeable Emergency” means an “unforeseeable emergency” within the meaning
of Section 409A(a)(2)(B)(ii) of the Code and applicable regulations.






	3.	 	Participation.






	 	3.1	 	Each Director is eligible to participate in the Plan except a Director who is
also an employee of the company or any of its subsidiaries or affiliates.






	 	3.2	 	Before December 6, 2005, the procedure to participate in the Plan is as
follows:






	 	(a)	 	A Director may elect to participate in the Plan by giving a
written Notice to the Secretary (i) not later than 30 days after first being
elected to serve as a Director or, thereafter, (ii) by December 31 prior to the
Plan Year for which the election to participate is to be effective. Such
election will remain in effect until (i) the termination of the Participant’s
services as a Director or (ii) the Participant’s further written Notice to the
Secretary of the termination or the modification of such election.






	 	(b)	 	An election to terminate or modify a prior election to defer
compensation will be effective at the start of the Plan Year and must be made
by the Participant prior to the Plan Year to which such compensation pertains.






	4.	 	Compensation Deferred.






	 	4.1	 	Before December 6, 2005, a Participant may elect to defer the receipt of all or
a specified portion of the compensation otherwise payable in cash for services rendered
as a Director of the Company. Such compensation includes retainer fees for service on
the Board and Board committees of the Company and fees for attendance at meetings of
the Board and Board committees of the Company, but does not include travel expense
allowances, other expense reimbursement, or non-cash compensation. No future deferrals
shall be permitted under the Plan after December 6, 2005.






	 	4.2	 	An unfunded Deferred Compensation Account will be established for each
Participant and the compensation that the Participant elects to defer under the Plan
will be credited to that Account. Each such credit will be made to the Account as of
the last day of the month during which such compensation would have otherwise been
payable to the Participant in cash.




 


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	 	4.3	 	Compensation deferred under the Plan is assumed to earn interest at a market
rate determined by the Committee for each year during the period in which compensation
is deferred. Each Participant will be notified of this rate annually. Notwithstanding
the foregoing, the Committee may at any time or from time to time change or otherwise
modify the basis or the method for calculating and crediting such interest, provided
that the change or modification does not adversely affect the balance of any
Participant’s Account at the time of the change or modification.






	 	4.4	 	Each Participant will receive a statement of the balance in the Participant’s
Account at the end of each Plan Year as promptly as practicable thereafter.






	5.	 	Payment of Deferred Compensation.






	 	5.1	 	Upon the termination of a Participant’s services as a Director, the balance in
the Participant’s Account will be paid in accordance with the method and at the time or
times elected by the Participant by the Notice in effect at the time each portion of
the Participant’s compensation was deferred and credited to such Account.






	 	5.2	 	In the event of a Change of Control of the Company, the Participant’s Account
will be paid in cash as soon as practicable following the Change of Control, but in no
event later than December 31 of the year in which the Change of Control occurs.
Notwithstanding the foregoing, if payment of the Participant’s Account upon a Change of
Control would violate the applicable requirements of section 409A of the Code, the
Participant’s Account shall be paid upon the termination of the Participant’s service
as a Director or death as described in Sections 5.1 and 5.4, instead of upon the Change
of Control under this Section 5.2.






	 	5.3	 	Notwithstanding any other provisions of this Plan, if the Committee determines,
after consideration of a Participant’s application, that the Participant has an
Unforeseeable Emergency, the Committee may, in its sole and absolute discretion, direct
that all or a portion of the balance of the Participant’s Account be paid to the
Participant. The payment will be made in the manner and at the time specified by the
Committee. A Participant’s eligibility for a distribution under this Section 5.4 shall
be determined by the Committee in accordance with the provisions of section 409A of the
Code. The amount distributed to a Participant shall not exceed the amount necessary to
meet the Unforeseeable Emergency, including amounts necessary to pay any federal, state
or local income taxes or penalties reasonably anticipated to result from the
distribution. No Participant who is also a member of the Committee may in any way take
part in any decision pertaining to a request for payment made by that Participant under
this Section 5.4.




 


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	 	5.4	 	In the event of a Participant’s death before the balance in the Participant’s
Account is fully paid out, payment of such balance will be made to the beneficiary or
beneficiaries designated by the Participant or, if the Participant has made no such
designation or no beneficiary survives, to the Participant’s estate.
In either case, such payment will be made in a lump sum payment; provided, that such
lump sum payment must be made no later than January of the calendar year following
the Participant’s death.






	 	5.5	 	Notwithstanding anything in the Plan to the contrary, all payments to be made
under the Plan shall be consistent with section 409A of the Code.






	6.	 	General.






	 	6.1	 	The right of any Participant, beneficiary or estate to receive payment of any
unpaid balance in the Participant’s Account will be an unsecured claim against the
general assets of the Company.






	 	6.2	 	During a Participant’s lifetime, any payment under the Plan will be made only
to the Participant. No sum or other interest under the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt by a Participant or any beneficiary under the Plan to do so
shall be void. No interest under the Plan shall in any manner be liable for or subject
to the debts, contracts, liabilities, engagements or torts of a Participant or
beneficiary entitled thereto.






	 	6.3	 	Except as otherwise provided herein, the Plan will be administered by the
Committee which will have the authority, subject to the express provisions of the Plan,
to adopt, amend and rescind rules and regulations relating to the Plan, and to
interpret, construe and implement the provisions of the Plan.






	 	6.4	 	The Plan may at any time or from time to time be amended, modified, or
terminated by the Committee, provided that no amendment, modification or termination
may (i) adversely affect the balance in a Participant’s Account without the
Participant’s consent or (ii) permit payment of such balance prior to the date
specified pursuant to Section 5.1 (except for payments provided for in Section 5.2, 5.3
or 5.4).






 


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