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                                                                   EXHIBIT 10.17

                                 UGI CORPORATION

                      2004 OMNIBUS EQUITY COMPENSATION PLAN

                         AS AMENDED ON DECEMBER 7, 2004

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                                 UGI CORPORATION
                      2004 OMNIBUS EQUITY COMPENSATION PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                        PAGE
<S>                                                     <C>
1.       Purpose......................................    1
2.       Definitions..................................    1
3.       Administration...............................    3
4.       Grants.......................................    4
5.       Shares Subject to the Plan...................    4
6.       Eligibility for Participation................    5
7.       Options......................................    6
8.       Stock Units..................................    7
9.       Performance Units............................    7
10.      Stock Awards.................................    8
11.      Dividend Equivalents.........................    8
12.      Other Stock-Based Awards.....................    9
13.      Qualified Performance-Based Compensation.....    9
14.      Directors' Equity Plan.......................   10
15.      Deferrals....................................   10
16.      Withholding of Taxes.........................   10
17.      Transferability of Grants....................   11
18.      Consequences of a Change of Control..........   11
19.      Requirements for Issuance of Shares..........   12
20.      Amendment and Termination of the Plan........   12
21.      Miscellaneous................................   13
</TABLE>

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                                 UGI CORPORATION

                      2004 OMNIBUS EQUITY COMPENSATION PLAN

      1. PURPOSE

      The purpose of the UGI Corporation 2004 Omnibus Equity Compensation Plan
(the "Plan") is to provide (i) designated employees of UGI Corporation ("UGI")
and its subsidiaries, and (ii) non-employee members of the board of directors of
UGI with the opportunity to receive grants of stock options, stock units,
performance units, stock awards, dividend equivalents and other stock-based
awards. UGI believes that the Plan will encourage the participants to contribute
materially to the growth of UGI, thereby benefitting UGI's shareholders, and
will align the economic interests of the participants with those of the
shareholders.

      The Plan shall be effective as of January 1, 2004, and has been approved
by the shareholders of UGI. The UGI Corporation Directors' Equity Compensation
Plan shall be merged into the Plan as of the effective date of the Plan. The
Plan was amended in December 2004, effective as of the original effective date
of the Plan.

      2. DEFINITIONS

      Whenever used in this Plan, the following terms will have the respective
meanings set forth below:

      (a) "Board" means UGI's Board of Directors as constituted from time to
time.

      (b) "Certificate" means a certificate, or electronic book entry
equivalent, for a share of Stock.

      (c) "Change of Control" means a change of control of UGI as described on
the attached Exhibit A, or as modified by the Board from time to time.

      (d) "Code" means the Internal Revenue Code of 1986, as amended.

      (e) "Committee" means (i) with respect to Grants to Employees, the
Compensation and Management Development Committee of the Board or its successor,
and (ii) with respect to Grants made to Non-Employee Directors, the Board or its
delegate.

      (f) "Company" means UGI and any Subsidiary.

      (g) "Date of Grant" means the effective date of a Grant; provided,
however, that no retroactive Grants will be made.

      (h) "Directors' Equity Plan" means the UGI Corporation Directors' Equity
Compensation Plan.

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      (i) "Dividend Equivalent" means an amount determined by multiplying the
number of shares of Stock subject to a Grant by the per-share cash dividend, or
the per-share fair market value (as determined by the Committee) of any dividend
in consideration other than cash, paid by UGI on its Stock.

      (j) "Effective Date" of the Plan means January 1, 2004, subject to
approval of the Plan by the shareholders of UGI.

      (k) "Employee" means an employee of the Company (including an officer or
director who is also an employee). For purposes of the Plan, the term "Employee"
shall also include a chief executive officer or other officer or person who
performs management and policymaking functions with respect to a Subsidiary of
UGI located outside the United States.

      (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (m) "Fair Market Value" of Stock means the average, rounded to one cent
($0.01), of the highest and lowest sales prices of a share of Stock 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. 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. Notwithstanding the foregoing, in the case of a broker-assisted
exercise pursuant to Section 7(f), the Fair Market Value will be the actual sale
price of the shares issued upon exercise of the Option.

      (n) "Grant" means an Option, Stock Unit, Performance Unit, Stock Award,
Dividend Equivalent or Other Stock-Based Award granted under the Plan.

      (o) "Grant Letter" means the written instrument that sets forth the terms
and conditions of a Grant, including all amendments thereto.

      (p) "Non-Employee Director" means a member of the Board who is not an
employee of the Company.

      (q) "Option" means an option to purchase shares of Stock, as described in
Section 7.

      (r) "Option Price" means an amount per share of Stock purchasable under an
Option, as designated by the Committee.

      (s) "Other Stock-Based Award" means any Grant based on, measured by or
payable in Stock (other than Grants described in Sections 7, 8, 9, 10 and 11 of
the Plan) as described in Section 12.

      (t) "Participant" means an Employee or Non-Employee Director designated by
the Committee to participate in the Plan.

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      (u) "Performance Unit" means an award of a phantom unit representing a
share of Stock, as described in Section 9.

      (v) "Plan" means this 2004 Omnibus Equity Compensation Plan, as in effect
from time to time.

      (w) "Stock" means the common stock of UGI or such other securities of UGI
as may be substituted for Stock pursuant to Section 5(d) or Section 18.

      (x) "Stock Award" means an award of Stock as described in Section 10.

      (y) "Stock Unit" means an award of a phantom unit representing a share of
Stock, as described in Section 8.

      (z) "Subsidiary" means any corporation or partnership, at least 20% of the
outstanding voting stock, voting power or partnership interest of which is
owned, directly or indirectly, by UGI.

      (aa) "Target Amount" means a target number of Shares to be issued based on
achievement of the performance goals and satisfaction of all conditions for
payment of Performance Units at the 100% level.

      (bb) "UGI" means UGI Corporation, a Pennsylvania corporation or any
successor thereto.

      3. ADMINISTRATION

      (a) Committee. The Plan shall be administered and interpreted by the
Compensation and Management Development Committee of the Board or its successor
with respect to grants to Employees. The Plan shall be administered and
interpreted by the Board, or by a committee of directors to whom the Board has
delegated responsibility, with respect to grants to Non-Employee Directors. The
Board or committee, as applicable, that has authority with respect to a specific
Grant shall be referred to as the "Committee" with respect to that Grant.
Ministerial functions may be performed by an administrative committee comprised
of Company employees appointed by the Committee.

      (b) Committee Authority. The Committee shall have the sole authority to
(i) determine the Participants to whom Grants shall be made under the Plan, (ii)
determine the type, size and terms and conditions of the Grants to be made to
each such Participant, (iii) determine the time when the grants will be made and
the duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability, (iv) amend
the terms and conditions of any previously issued Grant, subject to the
provisions of Section 19 below, and (v) deal with any other matters arising
under the Plan.

      (c) Committee Determinations. The Committee shall have full power and
express discretionary authority to administer and interpret the Plan, to make
factual determinations and to adopt or amend such rules, regulations, agreements
and instruments for implementing the Plan

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and for the conduct of its business as it deems necessary or advisable, in its
sole discretion. The Committee's interpretations of the Plan and all
determinations made by the Committee pursuant to the powers vested in it
hereunder shall be conclusive and binding on all persons having any interest in
the Plan or in any awards granted hereunder. All powers of the Committee shall
be executed in its sole discretion, in the best interest of the Company, not as
a fiduciary, and in keeping with the objectives of the Plan and need not be
uniform as to similarly situated Participants.

      4. GRANTS

      (a) Grants under the Plan may consist of Options as described in Section
7, Stock Units as described in Section 8, Performance Units as described in
Section 9, Stock Awards as described in Section 10, Dividend Equivalents as
described in Section 11 and Other Stock-Based Awards as described in Section 12.
All Grants shall be subject to such terms and conditions as the Committee deems
appropriate and as are specified in writing by the Committee to the Participant
in the Grant Letter.

      (b) All Grants shall be made conditional upon the Participant's
acknowledgement, in writing or by acceptance of the Grant, that all decisions
and determinations of the Committee shall be final and binding on the
Participant, his or her beneficiaries and any other person having or claiming an
interest under such Grant. Grants under a particular Section of the Plan need
not be uniform as among the Participants.

      (c) The Committee may make Grants that are contingent on, and subject to,
shareholder approval of the Plan or an amendment to the Plan.

      5. SHARES SUBJECT TO THE PLAN

      (a) Shares Authorized. The total aggregate number of shares of Stock that
may be issued under the Plan is 3,500,000 shares, subject to adjustment as
described below. The maximum number of shares of Stock that may be issued under
the Plan pursuant to Grants other than Options and Dividend Equivalents during
the term of the Plan is 800,000 shares, subject to adjustment as described
below. The shares may be authorized but unissued shares of Stock or reacquired
shares of Stock, including shares purchased by the Company on the open market
for purposes of the Plan. Grants paid in cash shall not count against the
foregoing share limits.

      (b) Share Counting. For administrative purposes, when the Committee makes
a Grant payable in Stock, the Committee shall reserve shares equal to the
maximum number of shares that may be issued under the Grant. If and to the
extent Options granted under the Plan terminate, expire, or are canceled,
forfeited, exchanged or surrendered without having been exercised, and if and to
the extent that any Stock Awards, Stock Units, Performance Units, Dividend
Equivalents or Other Stock-Based Awards are forfeited or terminated, or
otherwise are not paid in full, the shares reserved for such Grants shall again
be available for purposes of the Plan. Shares of Stock surrendered in payment of
the Option Price of an Option shall again be available for issuance under the
Plan. To the extent that Grants are paid in cash, and not in

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shares of Stock, any shares previously reserved for issuance pursuant to such
Grants shall again be available for issuance under the Plan.

      (c) Individual Limits. All Grants under the Plan, other than Dividend
Equivalents, shall be expressed in shares of Stock. The maximum aggregate number
of shares of Stock with respect to which all Grants, other than Dividend
Equivalents, may be made under the Plan to any individual during any calendar
year shall be 750,000 shares, subject to adjustment as described below. The
maximum aggregate number of shares of Stock with respect to which all Grants,
other than Options and Dividend Equivalents, may be made under the Plan to any
individual during any calendar year shall be 100,000 shares, subject to
adjustment as described below. A Participant may not accrue Dividend Equivalents
during any calendar year in excess of $1,000,000. The individual limits of this
subsection (b) shall apply without regard to whether the Grants are to be paid
in Stock or cash. All cash payments (other than with respect to Dividend
Equivalents) shall equal the Fair Market Value of the shares of Stock to which
the cash payment relates.

      (d) Adjustments. If there is any change in the number or kind of shares of
Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization,
stock split, or combination or exchange of shares, (ii) by reason of a merger,
reorganization or consolidation, (iii) by reason of a reclassification or change
in par value, or (iv) by reason of any other extraordinary or unusual event
affecting the outstanding Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Stock is substantially
reduced as a result of a spinoff or the Company's payment of an extraordinary
dividend or distribution, the maximum number of shares of Stock available for
issuance under the Plan, the maximum number of shares of Stock for which any
individual may receive Grants in any year, the number of shares covered by
outstanding Grants, the kind of shares to be issued under the Plan, and the
price per share or the applicable market value of such Grants shall be
appropriately adjusted by the Committee to reflect any increase or decrease in
the number of, or change in the kind or value of, issued shares of Stock to
preclude, to the extent practicable, the enlargement or dilution of rights and
benefits under such Grants; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated. Any adjustments determined
by the Committee shall be final, binding and conclusive.

      6. ELIGIBILITY FOR PARTICIPATION

      (a) Eligible Persons. All Employees, including Employees who are officers
or members of the Board, and all Non-Employee Directors shall be eligible to
participate in the Plan.

      (b) Selection of Participants. The Committee shall select the Employees
and Non-Employee Directors to receive Grants and shall determine the number of
shares of Stock subject to each Grant.

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      7. OPTIONS

      (a) General Requirements. The Committee may grant Options to an Employee
or Non-Employee Director upon such terms and conditions as the Committee deems
appropriate under this Section 7. The Committee may grant Dividend Equivalents
with respect to Options.

      (b) Number of Shares. The Committee shall determine the number of shares
of Stock that will be subject to each Grant of Options to Employees and
Non-Employee Directors.

      (c) Type of Option, Price and Term.

            (i) The Committee may grant Options that are nonqualified stock
options and are not considered incentive stock options under section 422 of the
Code.

            (ii) The Option Price of Stock subject to an Option shall be
determined by the Committee and shall be equal to or greater than the Fair
Market Value of a share of Stock on the Date of Grant.

            (iii) The Committee shall determine the term of each Option. The
term of an Option shall not exceed ten years from the Date of Grant.

      (d) Exercisability of Options. Options shall become exercisable in
accordance with such terms and conditions as may be determined by the Committee
and specified in the Grant Letter. The Committee may accelerate the
exercisability of any or all outstanding Options at any time for any reason.

      (e) Termination of Employment or Service. Except as provided in the Grant
Letter, an Option may only be exercised while the Participant is employed by the
Company, or providing service as a Non-Employee Director. The Committee shall
determine in the Grant Letter under what circumstances and during what time
periods a Participant may exercise an Option after termination of employment or
service.

      (f) Exercise of Options. A Participant may exercise an Option that has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Company. The Participant shall pay the Option Price for the Option (i) in
cash, (ii) by delivering shares of Stock owned by the Participant and having a
Fair Market Value on the date of exercise equal to the Option Price or by
attestation to ownership of shares of Stock having an aggregate Fair Market
Value on the date of exercise equal to the Option Price, (iii) by payment
through a broker in accordance with procedures permitted by Regulation T of the
Federal Reserve Board, or (iv) by such other method as the Committee may
approve. Shares of Stock used to exercise an Option shall have been held by the
Participant for the requisite period of time to avoid adverse accounting
consequences to the Company with respect to the Option. Payment for the shares
pursuant to the Option, and any required withholding taxes, must be received by
the time specified by the Committee depending on the type of payment being made,
but in all cases prior to the issuance of the Stock.

                                       6
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      8. STOCK UNITS

      (a) General Requirements. The Committee may grant Stock Units to an
Employee or Non-Employee Director, upon such terms and conditions as the
Committee deems appropriate under this Section 8. Each Stock Unit shall
represent the right of the Participant to receive a share of Stock or an amount
based on the value of a share of Stock. All Stock Units shall be credited to
accounts on the Company's records for purposes of the Plan.

      (b) Terms of Stock Units. The Committee may grant Stock Units that are
payable on terms and conditions determined by the Committee. Stock Units may be
paid at the end of a specified period, or payment may be deferred to a date
authorized by the Committee. The Committee shall determine the number of Stock
Units to be granted and the requirements applicable to such Stock Units. The
Committee may grant Dividend Equivalents with respect to Stock Units.

      (c) Payment With Respect to Stock Units. Payment with respect to Stock
Units shall be made in cash, in Stock, or in a combination of the two, as
determined by the Committee. The Grant Letter shall specify the maximum number
of shares that can be issued under the Stock Units.

      (d) Requirement of Employment or Service. The Committee shall determine in
the Grant Letter under what circumstances a Participant may retain Stock Units
after termination of the Participant's employment or service, and the
circumstances under which Stock Units may be forfeited.

      9. PERFORMANCE UNITS

      (a) General Requirements. The Committee may grant Performance Units to an
Employee or Non-Employee Director, upon such terms and conditions as the
Committee deems appropriate under this Section 9. Each Performance Unit shall
represent the right of the Participant to receive a share of Stock or an amount
based on the value of a share of Stock, if specified performance goals and other
conditions are met. All Performance Units shall be credited to accounts on the
Company's records for purposes of the Plan.

      (b) Terms of Performance Units. The Committee shall establish the
performance goals and other conditions for payment of Performance Units.
Performance Units may be paid at the end of a specified performance or other
period, or payment may be deferred to a date authorized by the Committee. The
Committee shall determine the number of Performance Units to be granted and the
requirements applicable to such Performance Units. The Committee may grant
Dividend Equivalents with respect to Performance Units.

      (c) Payment With Respect to Performance Units. Payment with respect to
Performance Units shall be made in cash, in Stock, or in a combination of the
two, as determined by the Committee. The Committee shall establish a Target
Amount for Performance Units in the Grant Letter. Payment of Performance Units
in excess of the Target Amount shall be made in cash.

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      (d) Requirement of Employment or Service. The Committee shall determine in
the Grant Letter under what circumstances a Participant may retain Performance
Units after termination of the Participant's employment or service, and the
circumstances under which Performance Units may be forfeited.

      10. STOCK AWARDS

      (a) General Requirements. The Committee may issue shares of Stock to an
Employee or Non-Employee Director under a Stock Award, upon such terms and
conditions as the Committee deems appropriate under this Section 10. Shares of
Stock issued pursuant to Stock Awards may be issued for cash consideration or
for no cash consideration, and subject to restrictions or no restrictions, as
determined by the Committee. The Committee may establish conditions under which
restrictions on Stock Awards shall lapse over a period of time or according to
such other criteria as the Committee deems appropriate, including restrictions
based upon the achievement of specific performance goals.

      (b) Number of Shares. The Committee shall determine the number of shares
of Stock to be issued pursuant to a Stock Award and any restrictions applicable
to such shares.

      (c) Requirement of Employment or Service. The Committee shall determine in
the Grant Letter under what circumstances a Participant may retain Stock Awards
after termination of the Participant's employment or service, and the
circumstances under which Stock Awards may be forfeited.

      (d) Restrictions on Transfer. While Stock Awards are subject to
restrictions, a Participant may not sell, assign, transfer, pledge or otherwise
dispose of the shares of a Stock Award except upon death as described in Section
17. Each Certificate for a share of a Stock Award shall contain a legend giving
appropriate notice of the restrictions in the Grant. The Participant shall be
entitled to have the legend removed when all restrictions on such shares have
lapsed. The Company may retain possession of any Certificates for Stock Awards
until all restrictions on such shares have lapsed.

      (e) Right to Vote and to Receive Dividends. The Committee shall determine
to what extent, and under what conditions, the Participant shall have the right
to vote shares of Stock Awards and to receive any dividends or other
distributions paid on such shares during the restriction period.

      11. DIVIDEND EQUIVALENTS.

      (a) General Requirements. When the Committee makes a Grant under the Plan,
the Committee may grant Dividend Equivalents in connection with such Grants,
under such terms and conditions as the Committee deems appropriate under this
Section 11. Dividend Equivalents may be paid to Participants currently or may be
deferred, as determined by the Committee. All Dividend Equivalents that are not
paid currently shall be credited to accounts on the Company's records for
purposes of the Plan. Dividend Equivalents may be accrued as a cash obligation,
or may be converted to Stock Units for the Participant, as determined by the
Committee. Unless otherwise specified in the Grant Letter, deferred Dividend
Equivalents will not accrue interest.

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The Committee may provide that Dividend Equivalents shall be payable based on
the achievement of specific performance goals.

      (b) Payment with Respect to Dividend Equivalents. Dividend Equivalents may
be payable in cash or shares of Stock or in a combination of the two, as
determined by the Committee.

      12. OTHER STOCK-BASED AWARDS

      The Committee may grant other awards, including stock appreciation rights,
that are based on, measured by or payable in Stock to Employees or Non-Employee
Directors, on such terms and conditions as the Committee deems appropriate under
this Section 12. Other Stock-Based Awards may be granted subject to achievement
of performance goals or other conditions and may be payable in Stock or cash, or
in a combination of the two, as determined by the Committee in the Grant Letter.
The Committee may grant Dividend Equivalents with respect to Other Stock-Based
Awards.

      13. QUALIFIED PERFORMANCE-BASED COMPENSATION

      (a) Designation as Qualified Performance-Based Compensation. The Committee
may determine that Stock Units, Performance Units, Stock Awards, Dividend
Equivalents or Other Stock-Based Awards granted to an Employee shall be
considered "qualified performance-based compensation" under section 162(m) of
the Code. The provisions of this Section 13 shall apply to any such Grants that
are to be considered "qualified performance-based compensation" under section
162(m) of the Code.

      (b) Performance Goals. When Stock Units, Performance Units, Stock Awards,
Dividend Equivalents or Other Stock-Based Awards that are to be considered
"qualified performance-based compensation" are granted, the Committee shall
establish in writing (i) the objective performance goals that must be met, (ii)
the period during which performance will be measured, (iii) the maximum amounts
that may be paid if the performance goals are met, and (iv) any other conditions
that the Committee deems appropriate and consistent with the requirements of
Section 162(m) of the Code for "qualified performance-based compensation." The
performance goals shall satisfy the requirements for "qualified
performance-based compensation," including the requirement that the achievement
of the goals be substantially uncertain at the time they are established and
that the performance goals be established in such a way that a third party with
knowledge of the relevant facts could determine whether and to what extent the
performance goals have been met. The Committee shall not have discretion to
increase the amount of compensation that is payable, but may reduce the amount
of compensation that is payable, pursuant to Grants identified by the Committee
as "qualified performance-based compensation."

      (c) Criteria Used for Objective Performance Goals. The Committee shall use
objectively determinable performance goals based on one or more of the following
criteria: stock price, earnings per share, net earnings, operating earnings,
margin, EBITDA (earnings before interest, taxes, depreciation and amortization),
net capital employed, return on assets,

                                       9
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shareholder return, return on equity, return on capital employed, growth in
assets, unit volume, sales, cash flow, market share, relative performance to a
comparison group designated by the Committee, or strategic business criteria
consisting of one or more objectives based on meeting specified revenue goals,
market penetration goals, customer growth, geographic business expansion goals,
cost targets or goals relating to acquisitions or divestitures. The performance
goals may relate to the Participant's business unit or the performance of the
Company as a whole, or any combination of the foregoing. Performance goals need
not be uniform as among Participants.

      (d) Timing of Establishment of Goals. The Committee shall establish the
performance goals in writing either before the beginning of the performance
period or during a period ending no later than the earlier of (i) 90 days after
the beginning of the performance period or (ii) the date on which 25% of the
performance period has been completed, or such other date as may be required or
permitted under applicable regulations under section 162(m) of the Code.

      (e) Certification of Results. The Committee shall certify the performance
results for the performance period specified in the Grant Letter after the
performance period expires. The Committee shall determine the amount, if any, to
be paid pursuant to each Grant based on the achievement of the performance goals
and the satisfaction of all other terms of the Grant Letter.

      (f) Death, Disability or Other Circumstances. The Committee may provide in
the Grant Letter that Grants identified as qualified performance-based
compensation shall be payable, in whole or in part, in the event of the
Participant's death or disability, a Change of Control or under other
circumstances consistent with the Treasury regulations and rulings under section
162(m) of the Code.

      14. DIRECTORS' EQUITY PLAN

      The Directors' Equity Plan shall be merged into this Plan as of the
Effective Date, and all outstanding Units and accrued Dividend Equivalents under
the Directors' Equity Plan as of the Effective Date shall be issued and paid out
of this Plan. No additional awards shall be made under the Directors' Equity
Plan. Dividend Equivalents shall be credited under this Plan with respect to
outstanding Units under the Directors' Equity Plan, according to terms and
conditions established by the Committee under Section 11.

      15. DEFERRALS

      The Committee may permit a Participant to defer receipt of the payment of
cash or the delivery of shares that would otherwise be due to the Participant in
connection with any Grant. The Committee shall establish rules and procedures
for any such deferrals.

      16. WITHHOLDING OF TAXES

      (a) Required Withholding. All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements. The Company may require that the Participant or other person
receiving or exercising Grants pay to the Company

                                       10
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the amount of any federal, state or local taxes that the Company is required to
withhold with respect to such Grants, or the Company may deduct from other wages
paid by the Company the amount of any withholding taxes due with respect to such
Grants.

      (b) Election to Withhold Shares. If the Committee so permits, a
Participant may elect to satisfy the Company's tax withholding obligation with
respect to Grants paid in Stock by having shares withheld, at the time such
Grants become taxable, up to an amount that does not exceed the minimum
applicable withholding tax rate for federal (including FICA), state and local
tax liabilities. The election must be in a form and manner prescribed by the
Committee and may be subject to the prior approval of the Committee.

      17. TRANSFERABILITY OF GRANTS

      Only the Participant may exercise rights under a Grant during the
Participant's lifetime, and a Participant may not transfer those rights except
by will or by the laws of descent and distribution. When a Participant dies, the
personal representative or other person entitled to succeed to the rights of the
Participant may exercise such rights. Any such successor must furnish proof
satisfactory to the Company of his or her right to receive the Grant under the
Participant's will or under the applicable laws of descent and distribution.

      18. CONSEQUENCES OF A CHANGE OF CONTROL

      (a) Notice and Acceleration. Upon a Change of Control, unless the
Committee determines otherwise, (i) the Company shall provide each Participant
who holds outstanding Grants with written notice of the Change of Control, (ii)
all outstanding Options shall automatically accelerate and become fully
exercisable, (iii) the restrictions and conditions on all outstanding Stock
Awards shall immediately lapse, (iv) all Stock Units and Performance Units shall
become payable in cash in an amount not less than their Target Amount or in a
larger amount, up to the maximum Grant value, as determined by the Committee,
and (v) Dividend Equivalents and Other Stock-Based Awards shall become payable
in full in cash, in amounts determined by the Committee.

      (b) Assumption of Grants. Upon a Change of Control where the Company is
not the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Committee determines otherwise, all outstanding Options
that are not exercised shall be assumed by, or replaced with comparable options
by, the surviving corporation (or a parent or subsidiary of the surviving
corporation), and other Grants that remain outstanding after the Change of
Control shall be converted to similar grants of the surviving corporation (or a
parent or subsidiary of the surviving corporation).

      (c) Other Alternatives. Notwithstanding the foregoing, subject to
subsection (d) below, in the event of a Change of Control, the Committee may
take any of the following actions with respect to any or all outstanding Grants,
without the consent of any Participant: (i) the Committee may require that
Participants surrender their outstanding Options in exchange for a payment by
the Company, in cash or Stock as determined by the Committee, in an amount equal
to the amount by which the then Fair Market Value of the shares of Stock subject
to the

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Participant's unexercised Options exceeds the Option Price, if any, (ii) after
giving Participants an opportunity to exercise their outstanding Options, the
Committee may terminate any or all unexercised Options at such time as the
Committee deems appropriate, and (iii) with respect to Participants holding
Stock Units, Performance Units, Dividend Equivalents or Other Stock-Based
Awards, the Committee may determine that such Participants shall receive a
payment in settlement of such Stock Units, Performance Units, Dividend
Equivalents or Other Stock-Based Awards, in such amount and form as may be
determined by the Committee. Such surrender, termination or settlement shall
take place as of the date of the Change of Control or such other date as the
Committee may specify.

      (d) Committee. The Committee making the determinations under this Section
18 following a Change of Control must be comprised of the same members as those
of the Committee immediately before the Change of Control. If the Committee
members do not meet this requirement, the automatic provisions of subsections
(a) and (b) shall apply, and the Committee shall not have discretion to vary
them.

      (e) Other Transactions. The Committee may provide in a Grant Letter that a
sale or other transaction involving a Subsidiary or other business unit of the
Company shall be considered a Change of Control for purposes of a Grant, or the
Committee may establish other provisions that shall be applicable in the event
of a specified transaction.

      19. REQUIREMENTS FOR ISSUANCE OF SHARES

      No Stock shall be issued in connection with any Grant hereunder unless and
until all legal requirements applicable to the issuance of such Stock have been
complied with to the satisfaction of the Committee. The Committee shall have the
right to condition any Grant made to any Participant hereunder on such
Participant's undertaking in writing to comply with such restrictions on his or
her subsequent disposition of such shares of Stock as the Committee shall deem
necessary or advisable, and Certificates representing such shares may be
legended to reflect any such restrictions. Certificates representing shares of
Stock issued under the Plan will be subject to such stop-transfer orders and
other restrictions as may be required by applicable laws, regulations and
interpretations, including any requirement that a legend be placed thereon. No
Participant shall have any right as a shareholder with respect to Stock covered
by a Grant until shares have been issued to the Participant.

      20. AMENDMENT AND TERMINATION OF THE PLAN

      (a) Amendment. The Board may amend or terminate the Plan at any time;
provided, however, that the Board shall not amend the Plan without approval of
the shareholders of UGI if such approval is required in order to comply with the
Code or applicable laws, or to comply with applicable stock exchange
requirements. No amendment or termination of this Plan shall, without the
consent of the Participant, materially impair any rights or obligations under
any Grant previously made to the Participant under the Plan, unless such right
has been reserved in the Plan or the Grant Letter, or except as provided in
Section 21(c) below.

      (b) No Repricing Without Shareholder Approval. Notwithstanding anything in
the Plan to the contrary, the Committee may not reprice Options, nor may the
Board amend the Plan

                                       12
<PAGE>

to permit repricing of Options, unless the shareholders of UGI provide prior
approval for such repricing. The term "repricing" shall have the meaning given
that term in Section 303A(8) of the New York Stock Exchange Listed Company
Manual, as in effect from time to time.

      (c) Shareholder Approval for "Qualified Performance-Based Compensation."
If Stock Units, Performance Units, Stock Awards, Dividend Equivalents or Other
Stock-Based Awards are granted as "qualified performance-based compensation"
under Section 13 above, the Plan must be reapproved by the UGI shareholders no
later than the first shareholders meeting that occurs in the fifth year
following the year in which the shareholders previously approved the provisions
of Section 13, if additional Grants are to be made under Section 13 and if
required by section 162(m) of the Code or the regulations thereunder.

      (d) Termination of Plan. The Plan shall terminate on the day immediately
preceding the tenth anniversary of its Effective Date, unless the Plan is
terminated earlier by the Board or is extended by the Board with the approval of
the shareholders. The termination of the Plan shall not impair the power and
authority of the Committee with respect to an outstanding Grant.

      21. MISCELLANEOUS

      (a) Grants in Connection with Corporate Transactions and Otherwise.
Nothing contained in this Plan shall be construed to (i) limit the right of the
Committee to make Grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
of any corporation, firm or association, including Grants to employees thereof
who become Employees, or for other proper corporate purposes, or (ii) limit the
right of the Company to grant stock options or make other stock-based awards
outside of this Plan. Without limiting the foregoing, the Committee may make a
Grant to an employee of another corporation who becomes an Employee by reason of
a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company in substitution for a grant
made by such corporation. The terms and conditions of the Grants may vary from
the terms and conditions required by the Plan and from those of the substituted
stock incentives, as determined by the Committee

      (b) Reduction of Responsibilities. The Committee shall have discretion to
adjust an Employee's outstanding Grants if the Employee's authority, duties or
responsibilities are significantly reduced.

      (c) Compliance with Law. The Plan, the exercise of Options and the
obligations of the Company to issue or transfer shares of Stock under Grants
shall be subject to all applicable laws and to approvals by any governmental or
regulatory agency as may be required. With respect to persons subject to section
16 of the Exchange Act, it is the intent of the Company that the Plan and all
transactions under the Plan comply with all applicable provisions of Rule 16b-3
or its successors under the Exchange Act. In addition, it is the intent of the
Company that Options, and Grants made under Section 13 of the Plan, comply with
the applicable provisions of section 162(m) of the Code. To the extent that any
legal requirement of section 16 of the Exchange Act or section 162(m) of the
Code as set forth in the Plan ceases to be required under section 16 of the
Exchange Act or section 162(m) of the Code, that Plan provision shall cease to

                                       13
<PAGE>

apply. The Committee may revoke any Grant if it is contrary to law or modify a
Grant to bring it into compliance with any valid and mandatory government
regulation. The Committee may also adopt rules regarding the withholding of
taxes on payments to Participants. The Committee may, in its sole discretion,
agree to limit its authority under this Section.

      (d) Enforceability. The Plan shall be binding upon and enforceable against
the Company and its successors and assigns.

      (e) Funding of the Plan; Limitation on Rights. This Plan shall be
unfunded. The Company shall not be required to establish any special or separate
fund or to make any other segregation of assets to assure the payment of any
Grants under this Plan. Nothing contained in the Plan and no action taken
pursuant hereto shall create or be construed to create a fiduciary relationship
between the Company and any Participant or any other person. No Participant or
any other person shall under any circumstances acquire any property interest in
any specific assets of the Company. To the extent that any person acquires a
right to receive payment from the Company hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Company.

      (f) Rights of Participants. Nothing in this Plan shall entitle any
Employee, Non-Employee Director or other person to any claim or right to receive
a Grant under this Plan. Neither this Plan nor any action taken hereunder shall
be construed as giving any individual any rights to be retained by or in the
employment or service of the Company.

      (g) No Fractional Shares. No fractional shares of Stock shall be issued or
delivered pursuant to the Plan or any Grant. The Committee shall determine
whether cash, other awards or other property shall be issued or paid in lieu of
such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.

      (h) Employees Subject to Taxation Outside the United States. With respect
to Participants who are subject to taxation in countries other than the United
States, the Committee may make Grants on such terms and conditions as the
Committee deems appropriate to comply with the laws of the applicable countries,
and the Committee may create such procedures, addenda and subplans and make such
modifications as may be necessary or advisable to comply with such laws.

      (i) Governing Law. The validity, construction, interpretation and effect
of the Plan and Grant Letters issued under the Plan shall be governed and
construed by and determined in accordance with the laws of the Commonwealth of
Pennsylvania, without giving effect to the conflict of laws provisions thereof.

                                       14
<PAGE>

                                 UGI CORPORATION
                      2004 OMNIBUS EQUITY COMPENSATION PLAN

                                    EXHIBIT A

For purposes of the Plan, the term "Change of Control," and other defined terms
used in the definition of "Change of Control," shall have the following
meanings:

            1. "Change of Control" shall mean:

               (i) Any Person (except UGI, any UGI Subsidiary, any employee
benefit plan of UGI or of any UGI Subsidiary, or any Person or entity organized,
appointed or established by UGI 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
(i) the then outstanding shares of common stock of UGI (the "Outstanding UGI
Common Stock") or (ii) the combined voting power of the then outstanding voting
securities of UGI entitled to vote generally in the election of directors (the
"UGI Voting Securities"); or

               (ii) Individuals who, as of the beginning of any 24-month period,
constitute the UGI Board of Directors (the "Incumbent UGI Board") cease for any
reason to constitute at least a majority of the Incumbent UGI Board, provided
that any individual becoming a director of UGI subsequent to the beginning of
such period whose election or nomination for election by the UGI shareholders
was approved by a vote of at least a majority of the directors then comprising
the Incumbent UGI Board shall be considered as though such individual were a
member of the Incumbent UGI Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the Directors of UGI (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act); or

               (iii) Consummation by UGI 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 UGI Common Stock and UGI 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 UGI Common Stock and UGI Voting Securities, as the case may be; or

               (iv) Consummation of (a) a complete liquidation or dissolution of
UGI or (b) a sale or other disposition of all or substantially all of the assets
of UGI 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

                                      A-1
<PAGE>

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 UGI Common Stock and UGI Voting
Securities immediately prior to such sale or disposition in substantially the
same proportion as their ownership of the Outstanding UGI Common Stock and UGI
Voting Securities, as the case may be, immediately prior to such sale or
disposition.

            2. "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.

            3. 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 securities;
provided, however, that nothing in this Section 1(c) 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 (40) days after the
date of such acquisition.

            4. "Person" shall mean an individual or a corporation, partnership,
trust, unincorporated organization, association, or other entity.

            5. "UGI Subsidiary" shall mean any corporation in which UGI directly
or indirectly, owns at least a fifty percent (50%) interest or an unincorporated
entity of which UGI, as applicable, directly or indirectly, owns at least fifty
percent (50%) of the profits or capital interests.

                                      A-2