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                                                                    EXHIBIT 10.2

                                 UGI CORPORATION

                            2000 STOCK INCENTIVE PLAN

                  AMENDED AND RESTATED AS OF DECEMBER 16, 2003

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                                TABLE OF CONTENTS

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                                                                                              PAGE
<S>                                                                                           <C>
1.       Purpose and Design.................................................................    1
2.       Definitions........................................................................    1
3.       Maximum Number of Shares Available for Options and Restricted Stock Grants.........    3
4.       Duration of the Plan...............................................................    4
5.       Administration.....................................................................    4
6.       Eligibility........................................................................    4
7.       Options............................................................................    4
8.       Restricted Stock...................................................................    7
9.       Dividend Equivalents and Restricted Stock Dividend Equivalents.....................    8
10.      Requirements for Performance Goals and Performance Periods.........................   11
11.      Non-Transferability................................................................   12
12.      Consequences of a Change of Control................................................   12
13.      Adjustment of Number and Price of Shares, Etc......................................   13
14.      Limitation of Rights...............................................................   13
15.      Amendment or Termination of Plan...................................................   13
16.      Tax Withholding....................................................................   14
17.      Governmental Approval..............................................................   14
18.      Effective Date of Plan.............................................................   14
19.      Successors.........................................................................   14
20.      Headings and Captions..............................................................   14
21.      Governing Law......................................................................   15
Exhibit A...................................................................................    1
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                                       (i)

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                                 UGI CORPORATION

                            2000 STOCK INCENTIVE PLAN

                  AMENDED AND RESTATED AS OF DECEMBER 16, 2003

1.    PURPOSE AND DESIGN

      The purpose of this Plan is to assist the Company in securing and
retaining key corporate executives of outstanding ability, who are in a position
to significantly participate in the development and implementation of the
Company's strategic plans and thereby contribute materially to the long-term
growth, development and profitability of the Company, by affording them an
opportunity to purchase its Stock under options or an opportunity to acquire
stock by the achievement of specific performance goals. The Plan is designed to
align directly long-term executive compensation with tangible, direct and
identifiable benefits realized by the Company's shareholders.

2.    DEFINITIONS

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

      2.1 "Account" means a bookkeeping account established on the records of
the Company to record a Participant's interests under the Plan.

      2.2 "Administrative Committee" means the committee of employees of the
Company appointed by the Committee to perform ministerial and other assigned
functions.

      2.3 "Board" means UGI's Board of Directors as constituted from time to
time.

      2.4 "Change of Control" means a change of control as defined in the
attached Exhibit A, as amended from time to time pursuant to Section 15.

      2.5 "Committee" means the Compensation and Management Development
Committee of the Board or its successor.

      2.6 "Company" means UGI Corporation, a Pennsylvania corporation, any
successor thereto and any Subsidiary.

      2.7 "Comparison Group" means the group determined by the Committee (no
later than ninety (90) days after the commencement of a Performance Period)
consisting of the Company and such other companies deemed by the Committee (in
its sole discretion) to be reasonably comparable to the Company.

      2.8 "Date of Grant" means the effective date of an Option or Restricted
Stock grant; provided, however, that no retroactive grants will be made.

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      2.9 "Dividend Equivalent" means an amount determined by multiplying the
number of shares of Stock subject to an Option granted in conjunction with the
Dividend Equivalent (whether or not the Option is ever exercised with respect to
any or all shares of Stock subject thereto), subject to any adjustment under
Section 13, 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 the Company on its Stock on a dividend payment date that falls
within the relevant Performance Period. See also "Restricted Stock Dividend
Equivalent."

      2.10 "Employee" means a regular full-time salaried employee (including
officers and directors who are also employees) of the Company.

      2.11 "Fair Market Value" of Stock means the average, rounded to one cent
($0.01), 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. 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 cashless exercise pursuant to
Section 7.4(iv), the Fair Market Value will be the actual sale price of the
shares issued upon exercise of the Option.

      2.12 "Grant Letter" means the written instrument that sets forth the terms
and conditions of a grant under the Plan, including all amendments thereto.

      2.13 "Option" means the right to purchase Stock pursuant to the relevant
provisions of this Plan at the Option Price for a specified period of time, not
to exceed ten years from the Date of Grant, which period of time will be subject
to earlier termination prior to exercise in accordance with Section 7.3(b) of
this Plan.

      2.14 "Option Price" means an amount per share of Stock purchasable under
an Option designated by the Committee on the Date of Grant of an Option to be
payable upon exercise of such Option. The Option Price will not be less than
100% of the Fair Market Value of the Stock determined on the Date of Grant.

      2.15 "Participant" means an Employee designated by the Committee to
participate in the Plan.

      2.16 "Performance Goal" means the goal or goals and other requirements
that must be met in order for Dividend Equivalents and Restricted Stock Dividend
Equivalents, if any, to be paid and restrictions on Restricted Stock to lapse.
All Performance Goals must meet the requirements of Section 10.

      2.17 "Performance Period" means the performance period during which
performance will be measured, as specified by the Committee. Performance Periods
must meet the requirements of Section 10.

      2.18 "Plan" means this 2000 Stock Incentive Plan.

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      2.19 "Restricted Stock" means shares of Stock that are subject to
restrictions as determined by the Committee.

      2.20 "Restriction Period" means the period of time during which Restricted
Stock shall be subject to restrictions or conditions, including the Performance
Period and any other period specified in the Grant Letter.

      2.21 "Severance Plan" means any severance plan maintained by the Company
that is applicable to the Employee.

      2.22 "Restricted Stock Dividend Equivalent" means an amount determined by
multiplying the number of shares of Restricted Stock granted in conjunction with
the Restricted Stock Dividend Equivalent, subject to any adjustment under
Section 13, 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 the Company on its Stock on a dividend payment date that falls
within the relevant period specified in the Grant Letter.

      2.23 "Stock" means the Common Stock of UGI or such other securities of UGI
as may be substituted for Stock or such other securities pursuant to Section 13.

      2.24 "Subsidiary" means any corporation or partnership, at least 20% of
the outstanding voting stock, voting power or partnership interest of which is
owned respectively, directly or indirectly, by the Company.

      2.25 "Termination without Cause" means termination for the convenience of
the Company for any reason other than (i) misappropriation of funds, (ii)
habitual insobriety or substance abuse, (iii) conviction of a crime involving
moral turpitude, or (iv) gross negligence in the performance of duties, which
gross negligence has had a material adverse effect on the business, operations,
assets, properties or financial condition of the Company. The Committee will
have the sole discretion to determine whether a significant reduction in the
duties and responsibilities of a Participant will constitute a Termination
without Cause.

      2.26 "UGI" means UGI Corporation, a Pennsylvania corporation or any
successor thereto.

3.    MAXIMUM NUMBER OF SHARES AVAILABLE FOR OPTIONS AND RESTRICTED STOCK GRANTS

      The number of shares of Stock which may be made the subject of Options and
the number of shares of Restricted Stock that may be granted under this Plan may
not exceed 1,650,000 in the aggregate (after giving retroactive effect to the
3-for-2 Stock split distributed April 1, 2003), subject, however, to the
adjustment provisions of Section 13 below, and provided that the maximum number
of Restricted Shares issued hereunder is 750,000. With regard to grants to any
one individual in a calendar year: (i) the number of shares of Restricted Stock
that may be issued will not exceed 150,000, and (ii) the number of shares of
Restricted Stock together with the number of shares of Stock which may be the
subject of grants of Options will not exceed 750,000. If any Option expires or
terminates for any reason without having been exercised in full or if Restricted
Stock is forfeited, the unpurchased shares subject to the Option or the
forfeited shares of Restricted Stock will again be available for the purposes of
the Plan.

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Shares of Restricted Stock and shares which are the subject of Options may be
previously issued and outstanding shares of Stock reacquired by the Company and
held in its treasury, or may be authorized but unissued shares of Stock, or may
be a combination of both.

4.    DURATION OF THE PLAN

      The Plan will remain in effect until all Stock subject to it has been
transferred to Participants or all Options have terminated or been exercised and
all shares of Restricted Stock have been vested or forfeited. Notwithstanding
the foregoing, Options and Restricted Stock may not be granted after December
31, 2009.

5.    ADMINISTRATION

      The Plan will be administered by the Committee. Subject to the express
provisions of the Plan, the Committee will have authority, in its complete
discretion, to determine the Employees to whom, and the time or times at which
grants will be made. In making such determinations, the Committee may take into
account the nature of the services rendered by an Employee, the present and
potential contributions of the Employee to the Company's success and such other
factors as the Committee in its discretion deems relevant. Awards under a
particular Section of the Plan need not be uniform as among Participants.
Subject to the express provisions of the Plan, the Committee will also have
authority to construe and interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it, to determine the terms and provisions of
the respective stock option agreements required by Section 7.2 of the Plan and
the terms and provisions of the restrictions relating to Restricted Stock (none
of which need be identical), and to make all other determinations (including
factual determinations) necessary or advisable for the orderly administration of
the Plan. All ministerial functions, in addition to those specifically delegated
elsewhere in the Plan, shall be performed by the Administrative Committee. The
Grant Letter shall set forth the terms of each grant under the Plan. Each
Participant's receipt of a Grant Letter shall constitute that Participant's
acknowledgement and acceptance of the terms of the Plan and the grant and the
Committee's authority and discretion.

6.    ELIGIBILITY

      Grants hereunder may be made only to Employees (including directors who
are also Employees of the Company) who, in the sole judgment of the Committee,
are individuals who are in a position to significantly participate in the
development and implementation of the Company's strategic plans and thereby
contribute materially to the continued growth and development of the Company and
to its future financial success.

7.    OPTIONS

      7.1 Grant of Options. Subject to the provisions of Sections 2.11 and 3:
(i) Options may be granted to Participants at any time and from time to time as
may be determined by the Committee; and (ii) the Committee will have complete
discretion in determining the Options to be granted, the number of shares of
Stock to be subject to each Option, the Option Price to be paid for the shares
upon the exercise of each Option, the period within which each Option may be
exercised, the vesting schedule associated with the Option, and whether the
Option will include Dividend Equivalents.

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      7.2 Option Agreement. As determined by the Committee on the Date of Grant,
each Option will be evidenced by a stock option agreement that will, among other
things, specify the Date of Grant, the Option Price, the duration of the Option,
the number of shares of Stock to which the Option pertains, the Option's vesting
schedule, and whether the Option will include Dividend Equivalents.

      7.3 Exercise and Vesting.

            (a) Except as otherwise specified by the Committee in the stock
option agreement, the Option shall become exercisable in equal one-third (1/3)
installments on the first, second and third anniversaries of 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 will be exercisable on or after the tenth anniversary of the Date of
Grant.

            (b) Except as otherwise specified by the Committee, in the event
that a Participant holding an Option ceases to be an Employee, the Options held
by such Participant will terminate on the date such Participant ceases to be an
Employee. The Committee will have authority to determine whether an authorized
leave of absence or absence on military or governmental service will constitute
a termination of employment for the purposes of this Plan. However, if a
Participant holding an Option ceases to be an Employee by reason of (i)
Termination without Cause, (ii) retirement, (iii) disability, or (iv) death, the
Option held by any such Participant will thereafter become exercisable pursuant
to the following:

                  (i) Termination Without Cause. If a Participant terminates
employment on account of a Termination without Cause, the Option held by such
Participant will thereafter be exercisable only with respect to that number of
shares of Stock with respect to which it is already exercisable on the date such
Participant ceases to be an Employee; and such Option will terminate upon the
earlier of the expiration date of the Option or the expiration of the 13 month
period commencing on the date such Participant ceases to be an Employee.

                  (ii) Retirement. If a Participant terminates employment on
account of a retirement under the Company's retirement plan applicable to that
Participant, the Option held by such Participant will thereafter become
exercisable as if such Participant had remained employed by the Company for 36
months after the date of such retirement; and such Option will terminate upon
the earlier of the expiration date of the Option or the expiration of such 36
month period. Retirement for Employees of AmeriGas Propane, Inc. ("API") means
termination of employment with API after attaining age 55 with ten or more years
of service with API and its affiliates.

                  (iii) Disability. If a Participant is determined to be
"disabled" (as defined under the Company's long-term disability plan), the
Option held by such Participant will thereafter become exercisable as if such
Participant had remained employed by the Company for 36 months after the date of
such disability; and such Option will terminate upon the earlier of the
expiration date of the Option or the expiration of such 36 month period.

                                       5

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                  (iv) Death. In the event of the death of a Participant while
employed by the Company, the Option theretofore granted to such Participant will
be fully and immediately exercisable (to the extent not otherwise exercisable by
its terms) at any time prior to the earlier of the expiration date of the Option
or the expiration of the 12 month period following the Participant's death.
Death of a Participant after such Participant has ceased to be employed by the
Company will not affect the otherwise applicable period for exercise of the
Option determined pursuant to Sections 7.3(b)(i), 7.3(b)(ii) or 7.3(b)(iii).
Such Option may be exercised by the estate of the Participant, by any person to
whom the Participant may have bequeathed the Option, any person the Participant
may have designated to exercise the same under the Participant's last will, or
by the Participant's personal representatives if the Participant has died
intestate.

            (c) Notwithstanding anything contained in this Section 7.3, with
respect to the number of shares of Stock subject to an Option with respect to
which such Option is or is to become exercisable, no Option, to the extent that
it has not previously been exercised, will be exercisable after it has
terminated, including without limitation, after any termination of such Option
pursuant to Section 7.3(b) hereof.

      7.4 Payment. The Option Price upon exercise of any Option will 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 Option Price being paid thereby, (iii) by applying Dividend Equivalents
payable to the Participant in accordance with Section 8 of the Plan in an amount
equal to the total Option Price, (iv) by payment through a broker in accordance
with procedures permitted by Regulation T of the Federal Reserve Board, (v) by
such other method as the Committee may approve, or (vi) by a combination of (i),
(ii), (iii), (iv) and/or (v). The cash proceeds from such payment will be added
to the general funds of the Company and will be used for its general corporate
purposes.

      7.5 Written Notice. A Participant wishing to exercise an Option must give
irrevocable written notice to the Company in the form and manner prescribed by
the Administrative Committee, indicating the date of award, the number of shares
as to which the Option is being exercised, and such other information as may be
required by the Administrative Committee. Full payment for the shares pursuant
to the Option 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. Except as provided in Section 7.3(b), no Option may be exercised at
any time unless the Participant is then an Employee of the Company.

      7.6 Issuance of Stock. As soon as practicable after the receipt of
irrevocable written notice and payment, the Company will, without stock transfer
taxes to the Participant or to any other person entitled to exercise an Option
pursuant to this Plan, deliver to, or credit electronically on behalf of, the
Participant, the Participant's designee or such other person the requisite
number of shares of Stock.

      7.7 Privileges of a Shareholder. A Participant or any other person
entitled to exercise an Option under this Plan will have no rights as a
shareholder with respect to any Stock covered by the Option until the due
exercise of the Option and issuance of such Stock.

                                       6

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      7.8 Partial Exercise. An Option granted under this Plan may be exercised
as to any lesser number of shares than the full amount for which it could be
exercised. Such a partial exercise of an Option will not affect the right to
exercise the Option from time to time in accordance with this Plan as to the
remaining shares subject to the Option.

8.    RESTRICTED STOCK

      8.1 Grant of Restricted Stock. Subject to the provisions of Section 3,
shares of Restricted Stock may be granted to Participants at any time and from
time to time as may be determined by the Committee. Shares of Restricted Stock
may be granted with or without Restricted Stock Dividend Equivalents as
determined by the Committee. Shares issued or transferred pursuant to Restricted
Stock awards may be issued or transferred for consideration or for no
consideration, and will be subject to Performance Goals meeting the requirements
of Section 10, including all requirements set forth in the Grant Letter.

      8.2 Requirement of Employment or Service. The restrictions on a
Participant's Restricted Stock shall lapse, and the Restricted Stock shall be
payable, at the end of the Restriction Period according to the terms set forth
in the Grant Letter. If the Participant ceases to be employed by, or provide
service to, the Company before the end of the Restriction Period, the Restricted
Stock award will terminate as to all shares covered by the grant as to which the
restrictions have not lapsed, and those shares of Stock must be immediately
returned to the Company. However, if a Participant holding Restricted Stock
ceases to be an Employee by reason of (i) retirement, (ii) disability, or (iii)
death, the restrictions on Restricted Stock held by any such Participant will
lapse pursuant to the following:

            (a) Retirement. If a Participant terminates employment on account of
a retirement under the Company's retirement plan applicable to that Participant,
the restrictions on such Participant's Restricted Stock will lapse with regard
to any Performance Period that ends within 36 months after the date of such
retirement; provided that the Performance Goals associated with such Performance
Period are achieved within that 36 month period. Retirement for Employees of
AmeriGas Propane, Inc. ("API") means termination of employment with API after
attaining age 55 with ten or more years of service with API and its affiliates.

            (b) Disability. If a Participant is determined to be "disabled" (as
defined under the Company's long-term disability plan), the restrictions on such
Participant's Restricted Stock will lapse with regard to any Performance Period
that ends within 36 months after the date of such disability; provided that the
Performance Goals associated with such Performance Period are achieved within
that 36 month period.

            (c) Death. In the event of the death of a Participant while employed
by the Company, the restrictions on such Participant's Restricted Stock will
lapse at the end of the Performance Period associated with such Restricted Stock
upon the achievement of the related Performance Goals.

            (d) Time of Payment. In the event of retirement, disability or
death, the Participant's Restricted Stock shall be paid at the date specified
for payment of the Restricted Stock in the Grant Letter, or at an earlier date
determined by the Committee.

                                       7

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            (e) Coordination with Severance Plan. Notwithstanding anything in
this Plan to the contrary, if a Participant receives severance benefits under a
Severance Plan, the terms of which require that severance compensation payable
under the Severance Plan be reduced by benefits payable under this Plan, any
amount payable to the Participant under Restricted Stock and Restricted Stock
Dividend Equivalents after the Participant's termination of employment shall be
reduced by the amount of severance compensation paid to the Participant under
the Severance Plan, as required by, and according to the terms of, the Severance
Plan.

      8.3 Restrictions on Transfer and Legend on Stock Certificate. During the
Restriction Period set forth in the Grant Letter, a Participant may not sell,
assign, transfer, pledge or otherwise dispose of the shares of Restricted Stock
or rights to Restricted Stock Dividend Equivalents, if any. Any certificate for
a share of a Restricted Stock will contain a legend giving appropriate notice of
the restrictions in the grant. The Participant will be entitled to have the
legend removed from the stock certificate covering the shares subject to
restrictions when all restrictions on such shares have lapsed. The
Administrative Committee may determine that the Company will not issue
certificates for Restricted Stock until all restrictions on such shares have
lapsed, or that the Company will retain possession of certificates for shares of
Restricted Stock until all restrictions on such shares have lapsed.

      8.4 Privileges of a Shareholder. Unless the Committee determines
otherwise, during the Restriction Period, a Participant who has been issued
certificates under Section 8.3 will have the right to vote shares of Restricted
Stock and to receive any dividends or other distributions paid on such shares,
subject to any restrictions deemed appropriate by the Committee.

      8.5 Form of Payment for Restricted Stock. The Committee will have the sole
discretion to determine whether the Company's obligation in respect of payment
of Restricted Stock awards for a Participant who is not issued certificates
under Section 8.3 will be paid in Stock, solely in cash or partly in Stock and
partly in cash.

9.    DIVIDEND EQUIVALENTS AND RESTRICTED STOCK DIVIDEND EQUIVALENTS

            (a) Amount of Dividend Equivalents Credited. If the Committee so
specifies, as of the Date of Grant in the stock option agreement, from the Date
of Grant of an Option to a Participant (or, in the case of an Option granted
after the date of commencement of a Performance Period to a new Participant or
to a Participant with changed responsibilities, in which event, from such date
not earlier than the date of commencement of the Performance Period as is
designated by the Committee) until the earlier of (i) the end of the applicable
Performance Period or (ii) the date of disability, death or termination of
employment for any reason (including retirement), of a Participant, the Company
will keep records for such Participant ("Account") and will credit on each
payment date for the payment of a dividend made by UGI on its Stock an amount
equal to the Dividend Equivalent associated with such Option. Notwithstanding
the foregoing, a Participant may not accrue during any calendar year Dividend
Equivalents in excess of $1,000,000. Except as set forth in Section 9.5 below,
no interest will be credited to any such Account.

            (b) Amount of Restricted Stock Dividend Equivalents Credited. If the
Committee so specifies when granting Restricted Stock, from the Date of Grant of
Restricted

                                       8

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Stock to a Participant (or, in the case of Restricted Stock granted after the
date of commencement of a Performance Period to a new Participant or to a
Participant with changed responsibilities, in which event, from such date not
earlier than the date of commencement of the Performance Period as is designated
by the Committee) until the earlier of (i) the end of the applicable Restriction
Period or (ii) the date of disability, death or termination of employment for
any reason (including retirement), of a Participant, the Company will maintain
an Account for each Participant and will credit on each payment date for the
payment of a dividend made by UGI on its Stock an amount equal to the Restricted
Stock Dividend Equivalent associated with such Restricted Stock. Notwithstanding
the foregoing, a Participant may not accrue during any calendar year Restricted
Stock Dividend Equivalents in excess of $1,000,000. No interest will be credited
to any such Account.

      9.2 Payment of Credited Dividend Equivalents and Restricted Stock Dividend
Equivalents. Payment of Dividend Equivalents and Restricted Stock Dividend
Equivalents will be made only upon the determination by the Committee that all
requirements of the Performance Goals associated with such Dividend Equivalents
and Restricted Stock Dividend Equivalents have been achieved as prescribed in
accordance with Section 10.

      9.3 Timing of Payment of Dividend Equivalents and Restricted Stock
Dividend Equivalents.

            (a) Except as otherwise determined by the Committee, in the event of
the (i) termination of an Option prior to exercise pursuant to Section 7.3(b)
hereof, or (ii) acceleration of the exercise date of an Option pursuant to
Section 7.3(a) hereof, in either case prior to the end of the applicable
Performance Period, no payments of Dividend Equivalents associated with any
Option will be made (A) prior to the end of the applicable Performance Period
and (B) to any Participant whose employment by the Company terminates prior to
the end of the applicable Performance Period for any reason other than
retirement under the Company's retirement plan, death, disability or Termination
without Cause. As soon as practicable after the end of such Performance Period,
the Committee will certify and announce the results for each Performance Period
prior to any payment of Dividend Equivalents and unless a Participant will have
made an election under Section 9.6 to defer receipt of any portion of such
amount, a Participant will receive the aggregate amount of Dividend Equivalents
payable to that Participant in the form specified by the Committee.

            (b) Except as otherwise determined by the Committee, in the event of
the termination of a grant of Restricted Stock pursuant to Section 8.2 hereof,
no payments of Restricted Stock Dividend Equivalents associated with Restricted
Stock will be made (A) prior to the end of the applicable Restriction Period and
(B) to any Participant whose employment by the Company terminates prior to the
end of the applicable Restriction Period for any reason other than retirement
under the Company's retirement plan, death or disability. As soon as practicable
after the end of a Performance Period, the Committee will certify and announce
the results for the Performance Period prior to any payment of Restricted Stock
Dividend Equivalents. Unless a Participant will have made an election under
Section 9.6 to defer receipt of any portion of such amount, a Participant will
receive the aggregate amount of Restricted Stock Dividend Equivalents payable to
that Participant in cash at the end of the applicable Restriction Period.

                                       9

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            (c) Notwithstanding anything to the contrary in this Section 9.3,
unless a payment of Dividend Equivalents associated with an Option is being made
upon full exercise or termination of such Option, no Dividend Equivalents will
be paid (either at the end of the applicable Performance Period or on a date
such Dividend Equivalents are scheduled to be paid pursuant to a deferral
election) if the average Fair Market Value of Stock for a period of thirty (30)
consecutive business days immediately preceding the end of the applicable
Performance Period or the date such deferred payment is scheduled to be made (as
the case may be) is less than the exercise price of the Option to which such
Dividend Equivalents were associated, and such payment will instead be made at
the earlier of (i) such time as the average Fair Market Value of Stock over a
period of ninety (90) consecutive business days thereafter exceeds the exercise
price of such Option, or (ii) the termination or expiration date of such Option.

      9.4 Form of Payment for Dividend Equivalents. The Committee will have the
sole discretion to determine whether the Company's obligation in respect of
payment of Dividend Equivalents will be paid solely in credits to be applied
toward payment of the Option Price, solely in cash or partly in such credits and
partly in cash.

      9.5 Interest on Dividend Equivalents. From a date which is thirty (30)
days after the end of the applicable Performance Period until the date that all
Dividend Equivalents associated with such Option and payable to a Participant
are paid to such Participant, the Account maintained by the Company in its books
and records with respect to such Dividend Equivalents will be credited with
interest at a market rate determined by the Administrative Committee. The
interest rate will be no higher than the prime interest rate as quoted in the
Wall Street Journal on the last day of the month preceding the end of the
Performance Period, or the preceding business day if the last day of the month
is not a business day.

      9.6 Deferral of Dividend Equivalents and Restricted Stock Dividend
Equivalents. A Participant will have the right to defer receipt of any Dividend
Equivalent or Restricted Stock Dividend Equivalent payments associated with an
Option or Restricted Stock if the Participant elects to do so on or prior to
December 31 of the year preceding the beginning of the last full year of the
applicable Performance Period (or such other time as the Administrative
Committee will determine is appropriate to make such deferral effective under
the applicable requirements of federal tax laws). The terms and conditions of
any such deferral (including the period of time thereof) will be subject to
approval by the Administrative Committee and all deferrals will be made on a
form provided a Participant for this purpose.

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10.   REQUIREMENTS FOR PERFORMANCE GOALS AND PERFORMANCE PERIODS

      10.1 Designation as Qualified Performance-Based Compensation. Grants of
Restricted Stock, Restricted Stock Dividend Equivalents and Dividend Equivalents
will qualify as "qualified performance-based compensation" under Section 162(m)
of the Internal Revenue Code ("Code"), including the requirement that the
achievement of the goals be substantially uncertain at the time they are
established and that the 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 will not have discretion to
increase the amount of compensation that is payable upon achievement of the
designated Performance Goals, but may, in its sole discretion, reduce the amount
of compensation that is payable upon achievement of the designated Performance
Goals.

      10.2 Requirements for Performance Goals. When Restricted Stock, Restricted
Stock Dividend Equivalents and Dividend Equivalents are granted, the Committee
will establish in writing Performance Goals 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 elapsed, or such other date as may be required or
permitted under applicable regulations under Section 162(m) of the Code. The
Performance Goal must specify (A) the objective Performance Goal(s) that must be
met in order for restrictions on the Restricted Stock to lapse or the Restricted
Stock Dividend Equivalents or Dividend Equivalents to be paid, (B) the
Performance Period during which performance will be measured, (C) the maximum
amounts that may be paid if the Performance Goals are met, and (D) any other
conditions that the Committee deems appropriate and consistent with the Plan and
the requirements of Section 162(m) of the Code for qualified performance based
compensation, including any Restriction Period, the time of payment and other
requirements.

      10.3 Criteria Used for Performance Goals. The Committee will use
objectively determinable business criteria for the Performance Goals based on
one or more of the following criteria: stock price, earnings per share, net
earnings, operating earnings, return on assets, shareholder return, return on
equity, growth in assets, unit volume, sales, cash flow, market share, relative
performance to a Comparison Group, or strategic business criteria consisting of
one or more objectives based on meeting specified revenue goals, market
penetration goals, 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 and its
subsidiaries as a whole, or any combination of the foregoing. Performance Goals
need not be uniform as among Participants.

      10.4 Announcement of Performance; Forfeitures. The Committee will certify
and announce the results for each Performance Period to all Participants as
promptly as practicable following the completion of the Performance Period. If
and to the extent that all requirements of the Performance Goals and the Grant
Letter are not met, grants of Restricted Stock, Restricted Stock Dividend
Equivalents or Dividend Equivalents will be forfeited.

                                       11

<PAGE>

11.   NON-TRANSFERABILITY

      No Option, shares of Restricted Stock, rights to Restricted Stock Dividend
Equivalents, Dividend Equivalents or other rights granted under the Plan will be
transferable otherwise than by will or the laws of descent and distribution, and
an Option may be exercised, during the lifetime of the Participant, only by the
Participant.

12.   CONSEQUENCES OF A CHANGE OF CONTROL

      12.1 Notice and Acceleration. Upon a Change of Control, unless the
Committee determines otherwise, (i) the Company will provide each Participant
with outstanding grants written notice of such Change of Control, (ii) all
outstanding Options will automatically accelerate and become fully exercisable,
(iii) the restrictions and conditions on all outstanding Restricted Stock grants
will immediately lapse, and (iv) Dividend Equivalents and Restricted Stock
Dividend Equivalents will become payable in cash in such amounts as the
Committee may determine.

      12.2 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 will be assumed by, or replaced with comparable options
or rights by, the surviving corporation (or a parent of the surviving
corporation), and other outstanding grants will be converted to similar grants
of the surviving corporation (or a parent of the surviving corporation).

      12.3 Other Alternatives. Notwithstanding the foregoing, subject to Section
12.4 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 Options: the
Committee may (i) 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 Participant's unexercised Options exceeds
the Option Price of the Options, as applicable, or (ii) after giving
Participants an opportunity to exercise their outstanding Options, terminate any
or all unexercised Options at such time as the Committee deems appropriate. Such
surrender, termination or settlement will take place as of the date of the
Change of Control or such other date as the Committee may specify.

      12.4 Committee. The Committee making the determinations under this Section
12 following a Change of Control must be comprised of the same members as those
on the Committee immediately before the Change of Control. If the Committee
members do not meet this requirement, the automatic provisions of Sections 12.1
and 12.2 will apply, and the Committee will not have discretion to vary them.

      12.5 Limitations. Notwithstanding anything in the Plan to the contrary, in
the event of a Change of Control, the Committee will not have the right to take
any actions described in the Plan (including without limitation actions
described in this Section 12) that would make the Change of Control ineligible
for pooling of interests accounting treatment or that would make the Change of
Control ineligible for desired accounting treatment if, in the absence of such
right, the

                                       12

<PAGE>

Change of Control would qualify for such treatment and the Company intends to
use such treatment with respect to the Change of Control.

13.   ADJUSTMENT OF NUMBER AND PRICE OF SHARES, ETC.

      Notwithstanding anything to the contrary in this Plan, in the event any
recapitalization, reorganization, merger, consolidation, spin-off, combination,
repurchase, exchange of shares or other securities of UGI, stock split or
reverse split, extraordinary dividend, liquidation, dissolution, significant
corporate transaction (whether relating to assets or stock) involving UGI, or
other extraordinary transaction or event affects Stock such that an adjustment
is determined by the Committee to be appropriate in order to prevent dilution or
enlargement of Participants' rights under the Plan, then the Committee may, in a
manner that is equitable, adjust (i) any or all of the number or kind of shares
of Stock reserved for issuance under the Plan, (ii) the maximum number of shares
of Stock which may be the subject of grants to any one individual in any
calendar year, (iii) the number or kind of shares of Stock to be subject to
grants of Restricted Stock and Options thereafter granted under the Plan, (iv)
the number and kind of shares of Stock issuable upon exercise of outstanding
Options, (v) the Option Price per share thereof, (vi) the number of shares of
Restricted Stock, (vii) the terms and conditions applicable to Restricted Stock,
and/or (viii) the terms and conditions applicable to Dividend Equivalents and
Restricted Stock Dividend Equivalents, provided that the number of Restricted
Shares and the number of shares subject to any Option will always be a whole
number. Any such determination of adjustments by the Committee will be
conclusive for all purposes of the Plan and of each Option and grant of
Restricted Stock, whether a stock option agreement or grant letter with respect
to a particular Option or grant of Restricted Stock has been theretofore or is
thereafter executed.

14.   LIMITATION OF RIGHTS

      Nothing contained in this Plan will be construed to give an Employee any
right to a grant hereunder except as may be authorized in the discretion of the
Committee. A grant under this Plan will not constitute or be evidence of any
agreement or understanding, expressed or implied, that the Company will employ a
Participant for any specified period of time, in any specific position or at any
particular rate of remuneration.

15.   AMENDMENT OR TERMINATION OF PLAN

      Subject to Board approval, the Committee may at any time, and from time to
time, alter, amend, suspend or terminate this Plan without the consent of the
Company's shareholders or Participants, except that any such alteration,
amendment, suspension or termination will be subject to the approval of the
Company's shareholders within one year after such Committee and Board action if
such shareholder approval is required by any federal or state law or regulation
or the rules of any stock exchange or automated quotation system on which the
Stock is then listed or quoted, or if the Committee in its discretion determines
that obtaining such shareholder approval is for any reason advisable. No
termination or amendment of this Plan may, without the consent of the
Participant to whom any Option or Restricted Share has previously been granted,
adversely affect the rights of such Participant under such Option or Restricted
Share, including any associated Dividend Equivalents or Restricted Stock
Dividend Equivalents. Notwithstanding the foregoing, the Administrative
Committee may make minor amendments to this Plan which

                                       13

<PAGE>

do not materially affect the rights of Participants or significantly increase
the cost to the Company.

16.   TAX WITHHOLDING

      Upon the lapse of restrictions on Restricted Stock and upon exercise of
any Option under this Plan, the Company will require the recipient of the Stock
to remit to the Company an amount sufficient to satisfy federal, state and local
withholding tax requirements. However, to the extent authorized by rules and
regulations of the Administrative Committee, the Company may withhold or receive
Stock and make cash payments in respect thereof in satisfaction of a recipient's
tax obligations in an amount that does not exceed the recipient's minimum
applicable withholding tax obligations. In the event the Company receives Stock
in satisfaction of a recipient's minimum applicable withholding tax obligations,
the Stock must have been held by the recipient for more than six months.

17.   GOVERNMENTAL APPROVAL

      Each share of Restricted Stock and each Option will be subject to the
requirement that if at any time the listing, registration or qualification of
the shares covered thereby upon any securities exchange, or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with the granting of
such Restricted Share or Option or the purchase of shares thereunder, no such
Option may be exercised in whole or in part unless and until such listing,
registration, qualification, consent or approval has been effected or obtained
free of any conditions not acceptable to the Board.

18.   EFFECTIVE DATE OF PLAN

      18.1 Effective Date. This Plan will become effective as of January 1,
2000, subject to ratification by the Company's shareholders prior to March 31,
2000. The amendment and restatement of the Plan is effective as of December 16,
2003.

      18.2 Shareholder Approval for "Qualified Performance-Based Compensation."
This Plan must be reapproved by the shareholders of UGI 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 10, if required
by section 162(m) of the Code or the regulations thereunder.

19.   SUCCESSORS

      This Plan will be binding upon and inure to the benefit of the Company,
its successors and assigns and the Participant and his heirs, executors,
administrators and legal representatives.

20.   HEADINGS AND CAPTIONS

      The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.

                                       14

<PAGE>

21.      GOVERNING LAW

      The validity, construction, interpretation and effect of the Plan and
option agreements issued under the Plan will be governed exclusively by and
determined in accordance with the law of the Commonwealth of Pennsylvania.

The 2000 Stock Incentive Plan was approved by the shareholders of UGI
Corporation on February 29, 2000.

                                       15

<PAGE>

                                 UGI CORPORATION
                            2000 STOCK INCENTIVE PLAN

                                    EXHIBIT A

      For purposes of this Plan, the term "Change of Control," and 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

                                       A-1

<PAGE>

power of the then outstanding voting securities entitled to vote generally in
the election of directors is then owned beneficially, directly or indirectly, by
all or substantially all of the individuals and entities who were the Beneficial
Owners, respectively, of the Outstanding 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) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

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

                                       A-2

<PAGE>

      (6) "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-3