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                                 UGI CORPORATION

                               AMENDMENT NO. 1 TO

                      1992 NON-QUALIFIED STOCK OPTION PLAN


         This Amendment No. 1 dated as of December 10, 1996 amends that certain
UGI Corporation 1992 Non-Qualified Stock Option Plan ("the Plan").

                                   BACKGROUND

         The Board of Directors of UGI Corporation approved a 1997 Stock Option
and Dividend Equivalent Plan (the "1997 SODEP") and also approved certain
amendments to the Plan to make its vesting provisions and its definition of
"Fair Market Value" conform to the corresponding provisions of the 1997 SODEP.
The purpose of this Amendment is to make those changes in the Plan.

         NOW THEREFORE, the Plan is amended as follows:

         Section 1. Amendment and Restatement. Sections 2(e), 7.3 and 7.4 of the
Plan are hereby amended and restated in their entirety as follows:

         2(e) "Fair Market Value" of Stock means the average, rounded to the
next highest one-eighth of a point (.125), of the highest and lowest sales
prices thereof on the New York Stock Exchange on the day on which Fair Market
Value is being determined, as reported on the Composite Tape for transactions on
the New York Stock Exchange; provided, however, in the case of a cashless
exercise pursuant to Section 7.4, the Fair Market Value shall be the actual sale
price of the shares issued upon exercise of the Option. In the event that there
are no Stock transactions on the New York Stock Exchange on such day, the Fair
Market Value will be determined as of the immediately preceding day on which
there were Stock transactions on that exchange.

         7.3  Exercise and Vesting.

                  (a) Except as otherwise specified by the Committee, an Option
shall be fully and immediately exercisable on the date of grant. Notwithstanding
the foregoing, in the event that any such Options are not by their terms
immediately exercisable, the Committee may accelerate the exercisability of any
or all outstanding Options at any time for any reason. No Option shall be
exercisable on or after the tenth anniversary of the date of grant.

                  (b) If a Participant holding an Option ceases to be an
Employee, the Option held by such Participant shall be exercisable only with
respect to that number of shares of

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Stock with respect to which it is already exercisable on the date such
Participant ceases to be an Employee. However, if a Participant holding an
Option ceases to be an Employee by reason of a retirement under the Company's or
a Subsidiary's retirement plan, the Option held by any such participant shall
thereafter become exercisable with respect to that additional number of shares
of Stock with respect to which it becomes exercisable on any anniversary of the
date on which the Participant was granted the Option which occurs within
thirteen (13) months after the date of such retirement and such Option shall be
exercisable during such thirteen-month period. Notwithstanding the foregoing,
the Committee shall have the power, in the event of any merger or consolidation
of any other corporation with or into the Company, or the sale of all or
substantially all of the assets of the Company or an offer to purchase made by a
party other than the Company to all shareholders of the Company for all or any
substantial portion of the outstanding Stock, to amend any or all outstanding
Options to permit the exercise of all such Options prior to the effectiveness of
any such merger, consolidation or sale or the expiration of any such offer to
purchase, and to terminate such Options as of such effectiveness or expiration.
Notwithstanding anything contained in this Section 7.3 with respect to the
number of shares with respect to which an Option is or is to become exercisable,
no Option, to the extent that it has not previously been exercised, shall be
exercisable after it has terminated, including without limitation, after any
termination of such Option pursuant to Section 10 hereof.

         7.4 Payment of Option Price. The Option Price upon exercise of any
Option shall be payable to the Company in full (i) in cash or its equivalent,
(ii) by tendering shares of previously acquired Stock already beneficially owned
by the Participant for more than one year and having a Fair Market Value at the
time of exercise equal to the total Option Price, (iii) by payment through a
broker in accordance with procedures permitted by Regulation T of the Federal
Reserve Board, or (iv) by a combination of (i) (ii) and/or (iii). The cash
proceeds from such payment will be added to the general funds of the Company and
shall be used for its general corporate purposes. Any shares of previously
acquired Stock tendered to the Company in payment of the Option Price will be
added by the Company to its treasury stock to be used for its general corporate
purposes.

         Section 2. Effect of Amendment. All other terms and conditions of the
Plan shall remain unaffected by this Amendment No. 1 and are ratified and
confirmed.

         Section 3. Definitions. Capitalized terms used in this Amendment No. 1,
but not defined shall have the meanings ascribed to those terms in the Plan.

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         IN WITNESS WHEREOF, and as evidence of the adoption of this Amendment,
an appropriate officer of the Company has caused this Amendment to be executed
as of December 10, 1996.


Attest:                                      UGI CORPORATION



By:  /s/  Barton D. Whitman                  By  /s/  Brendan P. Bovaird
     -------------------------                   -------------------------------
        Secretary                                Name:  Brendan P. Bovaird
                                                 Title: Vice President and
                                                        General Counsel


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