that aPerson shall not be deemed the “Beneficial Owner” of any security under this clause (ii) as aresult of an oral or written agreement, arrangement or understanding to vote such security if suchagreement, arrangement or understanding (A) arises solely from a revocable proxy given in responseto a public proxy or consent solicitation made pursuant to, and in accordance with, the applicableprovisions of the Proxy Rules under the Exchange Act, and (B) is not then reportable by such Personon Schedule 13D under the Exchange Act (or any comparable or successor report); or (iii) that arebeneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associatethereof) with which such Person (or any of such Person’s Affiliates or Associates) has anyagreement, 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 1(b) shall cause a Person engaged in business as an underwriter ofsecurities to be the “Beneficial Owner” of any securities acquired through such Person’sparticipation in good faith in a firm commitment underwriting until the expiration of 40 days afterthe date of such acquisition.(c) “Board” shall mean the Board of Directors of the Company.(d) “Cause” shall mean (i) misappropriation of funds, (ii) habitual insobriety orsubstance abuse, (iii) conviction of a crime involving moral turpitude, or (iv) gross negligence inthe performance of duties, which gross negligence has had a material adverse effect on thebusiness, operations, assets, properties or financial condition of the Company. The determinationof Cause shall be made by an affirmative vote of at least two-thirds of the members of the Board ata duly called meeting of the Board.(e) “Change in Control” shall have the meaning set forth in the attached Exhibit A tothis Agreement.(f) “COBRA Cost” shall mean 100% of the “applicable premium” under section 4980B(f)(4)of the Code for continued medical and dental COBRA Coverage under the Company’s benefit plans.(g) “COBRA Coverage” shall mean continued medical and dental coverage under theCompany’s benefit plans, as determined under section 4980B of the Code.(h) “Code” shall mean the Internal Revenue Code of 1986, as amended.(i) “Compensation Committee” shall mean the Compensation and Management DevelopmentCommittee of the Board.(j) “Continuation Period” shall mean the two-year period beginning on the Employee’sTermination Date.(k) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.(l) “Executive Severance Plan” shall mean the Company’s Senior Executive EmployeeSeverance Pay Plan, as in effect from time to time.
 
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(m) “Good Reason Termination” shall mean a Termination of Employment initiated by theEmployee upon one or more of the following occurrences:(i) a material breach by the Company of any terms of this Agreement, including withoutlimitation a material breach of Section 2 or 13 of this Agreement;(ii) a material diminution in the authority, duties or responsibilities held by the Employeeimmediately prior to the Change in Control;(iii) a material diminution in the Employee’s base compensation as in effect immediately priorto the Change in Control; or(iv) a material change in the geographic location at which the Employee must perform services(which, for purposes of this Agreement, means the Employee is required to report, other than on atemporary basis (less than 12 months), to a location which is more than 50 miles from theEmployee’s principal place of business immediately preceding the Change in Control, without theEmployee’s express written consent).Notwithstanding the foregoing, the Employee shall be considered to have a Good ReasonTermination only if the Employee provides written notice to the Company, pursuant to Section 3,specifying in reasonable detail the events or conditions upon which the Employee is basing suchGood Reason Termination and the Employee provides such notice within 90 days after the event thatgives rise to the Good Reason Termination. Within 30 days after notice has been provided, theCompany shall have the opportunity, but shall have no obligation, to cure such events or conditionsthat give rise to the Good Reason Termination. If the Company does not cure such events orconditions within the 30-day period, the Employee may terminate employment with the Company basedon Good Reason Termination within 30 days after the expiration of the cure period.(n) “Key Employee” shall mean an employee who, at any time during the 12-month periodending on the identification date, is a “specified employee” under section 409A of the Code, asdetermined by the Compensation Committee or its delegate. The determination of Key Employees,including the number and identity of persons considered specified employees and the identificationdate, shall be made by the Compensation Committee or its delegate in accordance with the provisionsof section 409A of the Code and the regulations issued thereunder.(o) “Postponement Period” shall mean, for a Key Employee, the period of six monthsafter separation from service (or such other period as may be required by section 409A of theCode), during which severance payments may not be paid to the Key Employee under section 409A ofthe Code.(p) “Release” shall mean a release of any and all claims against the Company, itsAffiliates, its Subsidiaries and all related parties with respect to all matters arising out of theEmployee’s employment by the Company and its Affiliates and Subsidiaries, or the terminationthereof (other than claims relating to amounts payable under this Agreement or benefits accruedunder any plan, program or arrangement of the Company or any of its Subsidiaries or Affiliates)and shall be in the form required by the Company of its terminating executives immediatelyprior to the Change in Control.
 
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(q) “Subsidiary” shall mean any corporation in which the Company, directly orindirectly, owns at least a 50% interest or an unincorporated entity of which the Company, directlyor indirectly, owns at least 50% of the profits or capital interests.(r) “Termination Date” shall mean the effective date of the Employee’s Termination ofEmployment, as specified in the Notice of Termination.(s) “Termination of Employment” shall mean the termination of the Employee’s actualemployment relationship with the Company and its Subsidiaries and Affiliates.2. Employment. After a Change in Control, during the term of the Agreement, Executiveshall continue to serve in the same or a comparable executive position with the Company as ineffect immediately before the Change in Control, and with the same or a greater target level ofannual and long-term compensation as in effect immediately before the Change in Control.3. Notice of Termination. Any Termination of Employment upon or following a Change inControl shall be communicated by a Notice of Termination to the other party hereto given inaccordance with Section 14 hereof. For purposes of this Agreement, a “Notice of Termination” meansa written notice which (i) indicates the specific provision in this Agreement relied upon, (ii)briefly summarizes the facts and circumstances deemed to provide a basis for the Employee’sTermination of Employment under the provision so indicated, and (iii) if the Termination Date isother than the date of receipt of such notice, specifies the Termination Date (which date shall notbe more than 15 days after the giving of such notice) except as provided in Section 1(m) above).4. Severance Compensation upon Termination of Employment.(a) In the event of the Employee’s involuntary Termination of Employment by the Company or aSubsidiary or Affiliate for any reason other than Cause or in the event of a Good ReasonTermination, in either event upon or within two years after a Change in Control, the Employee willreceive the following amounts in lieu of any severance compensation and benefits under theExecutive Severance Plan or any other severance plan of the Company or a Subsidiary or Affiliate:(i) The Company shall pay to the Employee a lump sum cash payment equal to the greater of (A)or (B) as set forth below:(A) The Separation Pay and Paid Notice as calculated under the terms of the ExecutiveSeverance Plan based on the Employee’s compensation and service as of the Termination Date, or(B) Two multiplied by the sum of (1) the Employee’s annual base salary plus (2) the Employee’sannual bonus. The annual base salary for this purpose shall be theEmployee’s annual base salary in effect as of the Employee’s Termination Date. The annualbonus shall be calculated for this purpose as the greater of (x) the average annual cash bonus paidto the Employee for the three full fiscal years of the Company preceding the fiscal year in whichthe Termination Date occurs or (y) the Employee’s target annual cash bonus for the fiscal year inwhich the Termination Date occurs. For purposes of the preceding sentence, if the Employee has notreceived an annual cash bonus for three full fiscal years, the Employee’s average annual cash bonusshall be determined by dividing the total annual cash bonuses received by the Employee during thepreceding three full fiscal years by the number of full and fractional years for which the Employeereceived an annual cash bonus during such three-year period.
 
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(ii) The Company shall pay to the Employee a single lump sum payment equal to the COBRA Costthat the Employee would incur if the Employee continued medical and dental coverage under theCompany’s benefit plans during the Continuation Period, based on the benefits in effect for theEmployee (and, if applicable, his or her spouse and dependents) at the Termination Date, less theamount that the Employee would be required to contribute for medical and dental coverage if theEmployee were an active employee. The cash payment shall include a tax gross up payment equal to75% of the lump sum amount described in the preceding sentence. The Employee may electcontinuation coverage under the Company’s applicable medical and dental plans during theContinuation Period by paying the COBRA Cost of such coverage. COBRA Coverage shall runconcurrently with the Continuation Period, and nothing in this Section shall limit the Employee’sright to elect COBRA Coverage for the full period permitted by law.(iii) The Employee’s benefit under the Company’s executive retirement plan shall be calculatedas if the Employee had continued in employment during the Continuation Period, earning base salaryand bonus at the annual rate calculated under subsection (i)(B) above.(iv) The Company shall pay to the Employee an amount equal to the Employee’s target annualcash bonus amount for the Company’s fiscal year in which the Termination Date occurs, multiplied bythe number of months (with a partial month counting as a full month) elapsed in the fiscal year tothe Termination Date and divided by 12, as well as any amounts due but not yet paid from the prioryear under such plan.(b) Notwithstanding the foregoing, no payments shall be made to the Employee under thisSection 4 unless the Employee signs and does not revoke a Release. The amounts described insubsections (a) (i), (ii) and (iv) above shall be paid within 30 days after the Termination Date,subject to the Company’s receipt of a Release and expiration of the revocation period for theRelease. Payments under this Agreement shall be made by mail to the last address provided fornotices to the Employee pursuant to Section 14 of this Agreement.5. Other Payments.Upon any Termination of Employment entitling the Employee to payments under this Agreement,the Employee shall receive all accrued but unpaid salary and all benefits accrued and payable underany plans, policies and programs of the Company and its Subsidiaries or Affiliates,provided that the Employee shall not receive severance benefits under the Executive SeverancePlan or any other severance plan of the Company or a Subsidiary or Affiliate.
 
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6. Interest; Enforcement.(a) If the Company shall fail or refuse to pay any amounts due the Employee under Section 4 or11 on the applicable due date, the Company shall pay interest at the rate described below on theunpaid payments from the applicable due date to the date on which such amounts are paid. Interestshall be credited at an annual rate equal to the rate listed in the *Wall Street Journal*as the“prime rate” as of the Employee’s Termination Date, plus 1%, compounded annually.(b) It is the intent of the parties that the Employee not be required to incur any expensesassociated with the enforcement of the Employee’s rights under this Agreement by arbitration,litigation or other legal action, because the cost and expense thereof would substantially detractfrom the benefits intended to be extended to the Employee hereunder. Accordingly, the Companyshall pay the Employee on demand the amount necessary to reimburse the Employee in full for allreasonable expenses (including all attorneys’ fees and legal expenses) incurred by the Employee inenforcing any of the obligations of the Company under this Agreement. The Employee shall notifythe Company of the expenses for which the Employee demands reimbursement within 60 days after theEmployee receives an invoice for such expenses, and the Company shall pay the reimbursement amountwithin 15 days after receipt of such notice.7. No Mitigation. The Employee shall not be required to mitigate the amount of anypayment or benefit provided for in this Agreement by seeking other employment or otherwise, norshall the amount of any payment or benefit provided for herein be reduced by any compensationearned by other employment or otherwise.8. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit theEmployee’s continuing or future participation in or rights under any benefit, bonus, incentive orother plan or program provided by the Company, or any of its Subsidiaries or Affiliates, and forwhich the Employee may qualify.9. No Set-Off. The Company’s obligation to make the payments provided for in thisAgreement and otherwise to perform its obligations hereunder shall not be affected by anycircumstances, including, without limitation, any set-off, counterclaim, recoupment, defense orother right which the Company may have against the Employee or others.10. Taxation. All payments under this Agreement shall be subject to all requirementsof the law with regard to tax withholding and reporting and filing requirements, and the Companyshall use its best efforts to satisfy promptly all such requirements.
 
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11. Gross-Up Payment.(a) Except as otherwise provided in subsection (b) below, in the event that it shall bedetermined that any payment or distribution in the nature of compensation (within the meaning ofsection 280G(b)(2) of the Code) to or for the benefit of the Employee, whether paid or payableor distributed or distributable pursuant to the terms of this Agreement or otherwise (a“Payment”), would constitute an “excess parachute payment” within the meaning of section280G of the Code, the Company shall pay to the Employee an additional amount (the “Gross-UpPayment”) such that the net amount retained by the Employee after deduction of any Excise Tax(as defined below), and any federal, state and local income tax, employment tax and Excise Taximposed upon the Gross-Up Payment, shall be equal to the Payment. The term “Excise Tax”means the excise tax imposed under section 4999 of the Code, together with any interest orpenalties imposed with respect to such excise tax. For purposes of determining the amount of theGross-Up Payment, the Employee shall be deemed to pay federal income tax and employment tax at thehighest marginal rate of federal income and employment taxation in the calendar year in which theGross-Up Payment is to be made and state and local income taxes at the highest marginal rate oftaxation in the state and locality of the Employee’s residence on the Termination Date, net of themaximum reduction in federal income taxes that may be obtained from the deduction of such state andlocal taxes.(b) Notwithstanding the foregoing, the Gross-Up Payment described in subsection (a) shall notbe paid to the Employee if the aggregate Parachute Value (as defined below) of all Payments doesnot exceed 110% of the Safe Harbor Amount (as defined below). The “Parachute Value” of aPayment is the present value as of the date of the Change in Control of the portion of the Paymentthat constitutes a “parachute payment” under section 280G(b)(2) of the Code, as determined by theAccounting Firm (as defined below) in accordance with section 280G(b)(2) of the Code. The“Safe Harbor Amount” is the maximum dollar amount of payments in the nature of compensationthat are contingent on a change in control (as described in section 280G of the Code) and that maybe paid or distributed to the Employee without imposition of the Excise Tax.(c) In the event that the Company does not pay a Gross-Up Payment as a result of subsection(b), the aggregate present value of the Payments under the Agreement shall be reduced (but notbelow zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed inpresent value which maximizes the aggregate present value of Payments under this Agreement withoutcausing any Payment under this Agreement to be subject to the Excise Tax, determined in accordancewith section 280G(d)(4) of the Code. The Company shall reduce the Payments under this Agreement byfirst reducing Payments that are not payable in cash and then by reducing cash Payments. Onlyamounts payable under this Agreement (including without limitation amounts described in Section4(a)(i) above) shall be reduced pursuant to this subsection (c).(d) All determinations to be made under this Section 11 shall be made by an independentregistered public accounting firm selected by the Company immediately prior to the Change inControl (the “Accounting Firm”), which shall provide its determinations and any supportingcalculations both to the Company and the Employee within 10 days of the Change in Control. Anysuch determination by the Accounting Firm shall be binding upon the Company and the Employee.
 
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(e) The Company shall pay the applicable Gross-Up Payment as and when the Excise Tax isincurred on a Payment. If the amount of a Gross-Up Payment cannot be fully determinedby the date on which the applicable portion of the Payment becomes subject to the Excise Tax(“Payment Date”), the Company shall pay to the Employee by the Payment Date an estimate ofsuch Gross-Up Payment, as determined by the Accounting Firm, and the Company shall pay to theEmployee the remainder of such Gross-Up Payment (if any) as soon as the amount can be determined,but in no event later than 20 days after the Payment Date. In all events, the Gross-Up Paymentshall be paid not later than date on the related taxes are remitted to the tax authorities. If forany reason the Gross-Up Payment is subject to interest or additional tax amounts described insection 409A(a)(1)(B) or section 409A(b)(5) of the Code (“Section 409A penalties”), theamount of the Gross-Up Payment shall be determined by taking into account any amount necessary topay the Section 409A penalties.(f) In the event that upon any audit by the Internal Revenue Service, or by a state or localtaxing authority, of the Payment or Gross-Up Payment, a change is finally determined to be requiredin the amount of taxes paid by the Employee, appropriate adjustments shall be made under thisAgreement such that the net amount which is payable to the Employee after taking into account theprovisions of section 280G, section 4999 and section 409A of the Code shall reflect the intent ofthe parties as expressed in subsections (a), (b), (c) and (e) above, in the manner determined bythe Accounting Firm.(g) All of the fees and expenses of the Accounting Firm in performing the determinationsreferred to in this Section shall be borne solely by the Company. The Company agrees to indemnifyand hold harmless the Accounting Firm of and from any and all claims, damages and expensesresulting from or relating to its determinations pursuant to this Section, except for claims,damages or expenses resulting from the gross negligence or willful misconduct of the AccountingFirm.12. Term of Agreement. The term of this Agreement shall be for three years from thedate hereof and shall be automatically renewed for successive one-year periods unless the Companynotifies the Employee in writing that this Agreement will not be renewed at least 60 days prior tothe end of the then current term; provided, however, that (i) if a Change in Control occurs duringthe term of this Agreement, this Agreement shall remain in effect for two years following suchChange in Control or until all of the obligations of the parties hereunder are satisfied or haveexpired, if later, and (ii) this Agreement shall terminate if the Employee’s employment with theCompany terminates for any reason before a Change in Control (regardless of whether the Employee isthereafter employed by a Subsidiary or Affiliate of the Company).13. Successor Company. The Company shall require any successor or successors (whetherdirect or indirect, by purchase, merger or otherwise) to all or substantially all of the businessor assets of the Company, by agreement in form and substance satisfactory to the Employee, toacknowledge expressly that this Agreement is binding upon and enforceable against the Company inaccordance with the terms hereof, and to become jointly and severally obligated with the Company toperform this Agreement in the same manner and to the same extent that the Company would be requiredto perform if no such succession or successions had taken place. Failure of the Company to notifythe Employee in writing as to such successorship, to provide the Employee the opportunity to reviewand agree to the successor’s assumption of this Agreement or to obtain such agreement prior to theeffectiveness of any such successionshall be a breach of this Agreement. As used in this Agreement, the Company shall mean theCompany as defined above and any such successor or successors to its business or assets, jointlyand severally.
 
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14. Notice. All notices and other communications required or permitted hereunder ornecessary or convenient in connection herewith shall be in writing and shall be deliveredpersonally or mailed by registered or certified mail, return receipt requested, or by overnightexpress courier service, as follows:If to the Company, to:460 North Gulph RoadKing of Prussia, PA 19406Attention: Corporate SecretaryIf to the Employee, to the most recent address provided by the Employee to the Companyor a Subsidiary or Affiliate for payroll purposes,or to such other address as the Company or the Employee, as the case may be, shall designate bynotice to the other party hereto in the manner specified in this Section; provided, however, thatif no such notice is given by the Company following a Change in Control, notice at the last addressof the Company or any successor pursuant to Section 13 shall be deemed sufficient for the purposeshereof. Any such notice shall be deemed delivered and effective when received in the case ofpersonal delivery, five days after deposit, postage prepaid, with the U.S. Postal Service in thecase of registered or certified mail, or on the next business day in the case of overnight expresscourier service.15. Section 409A of the Code.(a) This Agreement is intended to meet the requirements of the “short-term deferral exception”or another exception under section 409A of the Code. However, if the Employee is a Key Employeeand if required by section 409A of the Code, no payments or benefits under this Agreement shall bepaid to the Employee during the Postponement Period. If payment is required to be delayed for thePostponement Period pursuant to section 409A, the accumulated amounts withheld on account ofsection 409A, with interest as described in Section 6 above, shall be paid in a lump sum paymentwithin 15 days after the end of the Postponement Period. If the Employee dies during thePostponement Period prior to the payment of benefits, the amounts withheld on account of section409A, with interest as described above, shall be paid to the Employee’s estate within 60 days afterthe Employee’s death.(b) Notwithstanding anything in this Agreement to the contrary, if required by section 409A,payments may only be made under this Agreement upon an event and in a manner permitted by section409A, to the extent applicable. As used in the Agreement, the term “termination of employment”shall mean the Employee’s separation from service with the Company and its Subsidiaries andAffiliates within the meaning of section 409A and the regulations promulgated thereunder. Forpurposes of section 409A, the right to a series ofpayments under the Agreement shall be treated as a right to a series of separate payments. Inno event may the Employee designate the year of payment for any amounts payable under theAgreement. All reimbursements and in-kind benefits provided under the Agreement shall be made orprovided in accordance with the requirements of section 409A of the Code.
 
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16. Governing Law. This Agreement shall be governed by and interpreted under the lawsof the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions.17. Contents of Agreement; Amendment. This Agreement supersedes all prior agreementswith respect to the subject matter hereof (including without limitation the Existing Agreement andany other change in control agreement in effect between the Company or a Subsidiary or Affiliateand the Employee) and sets forth the entire understanding between the parties hereto with respectto the subject matter hereof. This Agreement cannot be amended except pursuant to approval by theBoard and a written amendment executed by the Employee and the Chair of the Compensation Committee.The provisions of this Agreement may require a variance from the terms and conditions of certaincompensation or bonus plans under circumstances where such plans would not provide for paymentthereof in order to obtain the maximum benefits for the Employee. It is the specific intention ofthe parties that the provisions of this Agreement shall supersede any provisions to the contrary insuch plans, and such plans shall be deemed to have been amended to correspond with this Agreementwithout further action by the Company or the Board.18. No Right to Continued Employment. Nothing in this Agreement shall be construed asgiving the Employee any right to be retained in the employ of the Company or a Subsidiary orAffiliate.19. Successors and Assigns. All of the terms and provisions of this Agreement shallbe binding upon and inure to the benefit of and be enforceable by the respective heirs,representatives, successors and assigns of the parties hereto, except that the duties andresponsibilities of the Employee and the Company hereunder shall not be assignable in whole or inpart.20. Severability. If any provision of this Agreement or application thereof to anyoneor under any circumstances shall be determined to be invalid or unenforceable, such invalidity orunenforceability shall not affect any other provisions or applications of this Agreement which canbe given effect without the invalid or unenforceable provision or application.21. Remedies Cumulative; No Waiver. No right conferred upon the Employee by thisAgreement is intended to be exclusive of any other right or remedy, and each and every such rightor remedy shall be cumulative and shall be in addition to any other right or remedy given hereunderor now or hereafter existing at law or in equity. No delay or omission by the Employee inexercising any right, remedy or power hereunder or existing at law or in equity shall be construedas a waiver thereof.
 
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22. Miscellaneous. All section headings are for convenience only. This Agreement maybe executed in several counterparts, each of which is an original. It shall not be necessary inmaking proof of this Agreement or any counterpart hereof to produce or account for any of the othercounterparts.23. Arbitration. In the event of any dispute under the provisions of this Agreementother than a dispute in which the sole relief sought is an equitable remedy such as an injunction,the parties shall be required to have the dispute, controversy or claim settled by arbitration inMontgomery County, Pennsylvania, in accordance with the commercial arbitration rules then in effectof the American Arbitration Association, before one arbitrator who shall be an executive officer orformer executive officer of a publicly traded corporation, selected by the parties. Any awardentered by the arbitrator shall be final, binding and nonappealable and judgment may be enteredthereon by either party in accordance with applicable law in any court of competent jurisdiction.This arbitration provision shall be specifically enforceable. The arbitrator shall have noauthority to modify any provision of this Agreement or to award a remedy for a dispute involvingthis Agreement other than a benefit specifically provided under or by virtue of the Agreement. TheCompany shall be responsible for all of the fees of the American Arbitration Association and thearbitrator and any expenses relating to the conduct of the arbitration (including reasonableattorneys’ fees and expenses).IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed thisAgreement as of the date first written above. By executing this Agreement, the undersignedacknowledge that this Agreement replaces and supersedes the Existing Agreement and any otherunderstanding regarding the matters described herein.         UGI Utilities, Inc.           By:             Title:                         Employee  
 
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EXHIBIT A