Exhibit 10.31





Exhibit 10.31




UGI CORPORATION

DESCRIPTION OF COMPENSATION ARRANGEMENT

FOR

LON R. GREENBERG




Lon R. Greenberg is Chairman and Chief Executive Officer of UGI Corporation. Mr. Greenberg has an
oral compensation arrangement with UGI Corporation which includes the following:



Mr. Greenberg:




	 	1.	 	is entitled to an annual base salary, which for fiscal year 2009 is
$1,067,500;
	 
	 	2.	 	participates in UGI Corporation’s annual bonus plan, with bonus
payable based on the achievement of pre-approved financial and/or
business performance objectives, which support business plans and
strategic goals;
	 
	 	3.	 	participates in UGI Corporation’s long-term compensation plan, the
2004 Omnibus Equity Compensation Plan, as amended, with annual awards
as determined by the Compensation and Management Development
Committee;
	 
	 	4.	 	will receive cash benefits upon termination of his employment without
cause following a change in control of UGI Corporation; and
	 
	 	5.	 	participates in UGI Corporation’s benefit plans, including the Senior
Executive Employee Severance Plan and the Supplemental Executive
Retirement Plan and Supplemental Savings Plan.




 


 









 






Exhibit 10.31



UGI CORPORATION

DESCRIPTION OF COMPENSATION ARRANGEMENT

FOR

PETER KELLY




Peter Kelly is Vice President — Finance and Chief Financial Officer of UGI Corporation. Mr. Kelly
has an oral compensation arrangement with UGI Corporation which includes the following:



Mr. Kelly:




	 	1.	 	is entitled to an annual base salary, which for fiscal year 2009 is
$426,400;
	 
	 	2.	 	participates in UGI Corporation’s annual bonus plan, with bonus
payable based on the achievement of pre-approved financial and/or
business performance objectives, which support business plans and
strategic goals;
	 
	 	3.	 	participates in UGI Corporation’s long-term compensation plan, the
2004 Omnibus Equity Compensation Plan, as amended, with annual awards
as determined by the Compensation and Management Development
Committee;
	 
	 	4.	 	will receive cash benefits upon termination of his employment without
cause following a change in control of UGI Corporation; and
	 
	 	5.	 	participates in UGI Corporation’s benefit plans, including the Senior
Executive Employee Severance Plan and the Supplemental Executive
Retirement Plan and Supplemental Savings Plan.




 


 









 





Exhibit 10.31


UGI CORPORATION

DESCRIPTION OF COMPENSATION ARRANGEMENT

FOR

JOHN L. WALSH




John L. Walsh is President and Chief Operating Officer of UGI Corporation. Mr. Walsh has an oral
compensation arrangement with UGI Corporation which includes the following:



Mr. Walsh:




	 	1.	 	is entitled to an annual base salary, which for fiscal year 2009 is
$648,440;
	 
	 	2.	 	participates in UGI Corporation’s annual bonus plan, with bonus
payable based on the achievement of pre-approved financial and/or
business performance objectives, which support business plans and
strategic goals;
	 
	 	3.	 	participates in UGI Corporation’s long-term compensation plan, the
2004 Omnibus Equity Compensation Plan, as amended, with annual awards
as determined by the Compensation and Management Development
Committee;
	 
	 	4.	 	will receive cash benefits upon termination of his employment without
cause following a change in control of UGI Corporation; and
	 
	 	5.	 	participates in UGI Corporation’s benefit plans, including the Senior
Executive Employee Severance Plan and the Supplemental Executive
Retirement Plan and Supplemental Savings Plan.




 


 









 





Exhibit 10.31

UGI CORPORATION

DESCRIPTION OF COMPENSATION ARRANGEMENT

FOR

ROBERT H. KNAUSS




Robert H. Knauss is Vice President, General Counsel and Assistant Secretary of UGI Corporation.
Mr. Knauss has an oral compensation arrangement with UGI Corporation which includes the following:



Mr. Knauss:




	 	1.	 	is entitled to an annual base salary, which for fiscal year 2009 is
$340,340;
	 
	 	2.	 	participates in UGI Corporation’s annual bonus plan, with bonus
payable based on the achievement of pre-approved financial and/or
business performance objectives, which support business plans and
strategic goals;
	 
	 	3.	 	participates in UGI Corporation’s long-term compensation plan, the
2004 Omnibus Equity Compensation Plan, as amended, with annual awards
as determined by the Compensation and Management Development
Committee;
	 
	 	4.	 	will receive cash benefits upon termination of his employment without
cause following a change in control of UGI Corporation; and
	 
	 	5.	 	participates in UGI Corporation’s benefit plans, including the Senior
Executive Employee Severance Plan and the Supplemental Executive
Retirement Plan and Supplemental Savings Plan.