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                                  EXHIBIT 10.6

                                UGI CORPORATION
                              AMENDED AND RESTATED
                     DIRECTORS' DEFERRED COMPENSATION PLAN

1.   Background and Purpose

     1.1  The Directors' Deferred Compensation Plan (the "Plan") was adopted
     effective as of June 20, 1984. The Plan was adopted and, until April 10,
     1992, maintained by UGI Utilities, Inc., which prior to April 10, 1992 was
     known as UGI Corporation ("UGI Utilities"). On April 10, 1992, UGI
     Utilities became a subsidiary of New UGI Corporation which was renamed, as
     of such date, UGI Corporation. As of April 10, 1992 UGI Corporation assumed
     sponsorship of the Plan and all obligations of UGI Utilities hereunder. In
     connection with the transfer of Plan sponsorship, pursuant to the authority
     granted under Section 6.4, the Plan was amended and restated in its
     entirety effective as of April 10, 1992. Pursuant to the authority granted
     under Section 6.4, the Plan is now amended and restated in its entirety
     effective as of January 1, 2000, to reflect certain changes approved by the
     Board of Directors on December 14, 1999.

     1.2  The Plan is intended to enable each Director of the Company to defer
     the payment of all or a specified portion of the compensation otherwise
     payable in cash for services rendered as a Director of the Company, until
     the cessation of the Director's services on the Board, the Director's
     attainment of a specified age, or the Director's death.

2.   Definitions

     For case of reference, the following definitions will be used in the Plan:

     2.1  "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.

     2.2  "Beneficial Owner" means that 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
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     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 voting securities of the Company; provided, however, that
     nothing in this section 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 days after the date
     of such acquisition.

     2.3  "Board of Directors", "Board", "Directors" or "Director" mean,
     respectively, the Board of Directors, the Directors or a Director of the
     Company.

     2.4  "Change of Control" of the Company means (i) any person (except the
     Director, his Affiliates and Associates, the Company, any subsidiary of the
     Company, any employee benefit plan of the Company or of any subsidiary of
     the Company, or any person or entity organized, appointed or established by
     the Company 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 (A) the then
     outstanding shares of Common Stock of the Company (the "Outstanding Company
     Common Stock") or (B) the combined voting power of the then outstanding
     voting securities of the Company entitled to vote generally in the election
     of directors (the "Company Voting Securities"); or (ii) individuals who, as
     of the beginning of any twenty-four month period, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board, provided that any individual becoming a director subsequent
     to the beginning of such period whose election or nomination for election
     by the Company's shareholders was approved by a vote of at least a majority
     of the directors then comprising the Incumbent Board shall be considered as
     though such individual were a member of the Incumbent 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 the Company (as such terms are used in Rule
     14a-11 of Regulation 14A promulgated under the Exchange Act); or (iii)
     consummation by the Company 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 Company Common Stock and Company
     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

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Combination of the Outstanding Company Common Stock and Company Voting
Securities, as the case may be; or (iv) (A) Consummation of a complete
liquidation or dissolution of the Company or (B) sale or other disposition of
all or substantially all of the assets of the Company 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 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 Company Common Stock and
Company Voting Securities immediately prior to such sale or disposition in
substantially the same proportion as their ownership of the Outstanding Company
Common Stock and Company Voting Securities, as the case may be, immediately
prior to such sale or disposition.

      2.5    The "Committee" means the Compensation and Management Development
      Committee of the Board of Directors as constituted from time to time.

      2.6    "Common Stock" means the common stock of the Company.

      2.7    The "Company" means, prior to April 10, 1992, UGI Utilities. From
      and after April 10, 1992, the term "Company" shall mean UGI Corporation, a
      Pennsylvania corporation (formerly named New UGI Corporation).

      2.8    "Deferred Compensation Account" or "Accounts" means the separate
      account established under the Plan for each Participant, as described in
      Section 4.1.

      2.9    "Exchange Act" means Securities Exchange Act of 1934, as amended.

      2.10   "Notice" means a written notice given to the Secretary, pursuant to
      Section 3.2 or a form substantially in the form of Exhibit A attached
      hereto.

      2.11   "Participant" means each Director of the Company who participates
      in the Plan.

      2.12   The "Plan" means the UGI Corporation Directors' Deferred
      Compensation Plan as set forth herein, or as it may be amended from time
      to time by the Committee or Board of Directors.

      2.13   The "Plan Year" means the calendar year.

      2.14   The "Secretary" means the Secretary of the Company who will have
      responsibility for those functions assigned to the Secretary under the
      Plan.

3.    Participation

      3.1    Each Director is eligible to participate in the Plan except a
      Director who is also an employee of the company or any of its subsidiaries
      or affiliates.

      3.2    The procedure to participate in the Plan is as follows:

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      (a)    A Director, or a nominee for that office, may elect to participate
      in the Plan by giving a written Notice to the Secretary. The effective
      date for a Director's participation in the Plan will be either (i) the
      date of election to a first term as a Director; or (ii) the commencement
      of the earning period in any Plan Year, whichever first occurs following
      the giving of such Notice. Such election will remain in effect until (i)
      the termination of the Participant's services as a Director; or (ii) the
      Participant's further written Notice to the Secretary of the termination
      or the modification of such election.

      (b)    An election to terminate or modify a prior election to defer
      compensation will be effective at the start of the Plan Year and must be
      made by the Participant prior to the Plan Year to which such compensation
      pertains.

4.    Compensation Deferred

      4.1    A Participant may elect to defer the receipt of all or a specified
      portion of the compensation otherwise payable in cash for services
      rendered as a Director of the Company. Such compensation includes retainer
      fees for service on the Board and Board committees of the Company and fees
      for attendance at meetings of the Board and Board committees of the
      Company, but does not include travel expense allowances, other expense
      reimbursement, or non-cash compensation.

      4.2    An unfunded Deferred Compensation Account will be established for
      each Participant and the compensation that the Participant elects to defer
      under the Plan will be credited to that Account. Each such credit will be
      made to the Account as of the last day of the month during which such
      compensation would have otherwise been payable to the Participant in cash.

      4.3    Compensation deferred under the Plan is assumed to earn interest at
      a market rate determined by the Committee for each year during the period
      in which compensation is deferred. Each Participant will be notified of
      this rate annually. Notwithstanding the foregoing, the Committee may at
      any time or from time to time change or otherwise modify the basis or the
      method for calculating and crediting such interest, provided that the
      change or modification does not adversely affect the balance of any
      Participant's Account at the time of the change or modification.

      4.4    Each Participant will receive a statement of the balance in the
      Participant's Account at the end of each Plan Year as promptly as
      practicable thereafter.

5.    Payment of Deferred Compensation

      5.1    Upon the termination of a Participant's services as a Director, the
      balance in the Participant's Account will be paid in accordance with the
      method and at the time or times elected by the Participant by the Notice
      in effect at the time each portion of the Participant's compensation was
      deferred and credited to such Account.

      5.2    Notwithstanding Section 5.1, a Participant may elect, no later
      than the end of the Plan Year preceding the Plan Year in which the
      Participant's services as a Director terminates, periodic payments over a
      specified period of years or a lump sum

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distribution, provided that (i) no payment may be made prior to January of the
calendar year following the calendar year during which the Participant's
services as a Director terminate, unless the payment is made pursuant to
Section 5.3, 5.4 or 5.5; (ii) a lump sum payment must be made or installment
payments must commence no later than January of the Plan Year following the
Participant's attainment of age 70 or January of the Plan Year following the
termination of the Participant's services as a Director, whichever is later;
and (iii) installment payments must be made at least annually and not more
frequently than quarterly for a period not to exceed 20 years.

5.3  Unless otherwise provided by the Committee, in the event of a Change of
Control of the Company, the Participant's Account will be paid in cash as soon
as practicable. A Participant may elect to defer receipt of such payment until
such Participant attains a specified age, not to exceed the age of the
Participant in January of the Plan Year following the Participant's attainment
of age 70. In addition, a Participant may elect to receive such payment in (i)
a single distribution or (ii) annual or quarterly installments over a period
not to exceed 20 years. Both such elections made hereunder must be made no
later than December 31st of the calendar year preceding the year of the Change
of Control.

5.4  Notwithstanding any other provisions of this Plan, if the Committee
determines, after consideration of a Participant's application, that the
Participant has a financial need of such a substantial nature that a
contemporaneous payment of compensation deferred under this Plan is warranted,
the Committee may, in its sole and absolute discretion, direct that all or a
portion of the balance of the Participant's Account be paid to the Participant.
The payment will be made in the manner and at the time specified by the
Committee. No Participant who is also a member of the Committee may in any way
take part in any decision pertaining to a request for payment made by that
Participant under this Section 5.4.

5.5  In the event of a Participant's death before the balance in the
Participant's Account is fully paid out:

(a)  Payment of such balance will be made to the beneficiary or beneficiaries
designated by the Participant or, if the Participant has made no such
designation or no beneficiary survives, to the Participant's estate. In either
case, such payment will be made in the same manner as provided with respect to
payments to the Participant; provided, that any lump sum payment must be made
and any installment payments must commence no later than January of the
calendar year following the Participant's death.

(b)  If the balance in such Account is to be paid to the estate of the
Participant in installments, the Committee may, in its sole and absolute
discretion and upon receipt of an application therefor from the duly appointed
Administrator or Executor of such estate, direct that the balance in the
Participant's Deferred Compensation Account be paid to the estate in a single
payment at such time as is specified by the Committee.

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6.   General

     6.1  The right of any Participant, beneficiary or estate to receive
     payment of any unpaid balance in the Participant's Account will be an
     unsecured claim against the general assets of the Company.

     6.2  During a Participant's lifetime, any payment under the Plan will be
     made only to the Participant. No sum or other interest under the Plan
     shall be subject in any manner to anticipation, alienation, sale,
     transfer, assignment, pledge, encumbrance or charge, and any attempt by a
     Participant or any beneficiary under the Plan to do so shall be void. No
     interest under the Plan shall in any manner be liable for or subject to
     the debts, contracts, liabilities, engagements or torts of a Participant
     or beneficiary entitled thereto.

     6.3  Except as otherwise provided herein, the Plan will be administered
     by the Committee which will have the authority, subject to the express
     provisions of the Plan, to adopt, amend and rescind rules and regulations
     relating to the Plan, and to interpret, construe and implement the
     provisions of the Plan.

     6.4  The Plan may at any time or from time to time be amended, modified,
     or terminated by the Committee, provided that no amendment, modification
     or termination may (i) adversely affect the balance in a Participant's
     Account without the Participant's consent or (ii) permit payment of such
     balance prior to the date specified pursuant to Section 5.2 (except for
     payments provided for in Section 5.3, 5.4 or 5.5).

          IN WITNESS WHEREOF, and as evidence of its adoption of this Amended
and Restated Plan, the Company has caused the same to be executed by its duly
authorized officer and its corporate seal to be affixed hereto as of the 1st
day of January, 2000.

[Corporate Seal}                       UGI CORPORATION




                                       By:___________________________
                                       Title:


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                                                                       Exhibit A

                     NOTICE TO DEFER UNDER UGI CORPORATION
                              AMENDED AND RESTATED
                     DIRECTORS' DEFERRED COMPENSATION PLAN

                              CALENDAR YEAR: 2001

     I hereby elect to defer, under the terms and conditions of the UGI
Corporation Directors' Deferred Compensation Plan (the "Plan"), the payment of
compensation (excluding travel expense allowances, other expense reimbursement,
or non-cash compensation) otherwise due to me on account of my future services
as a Director of UGI corporation as set forth below:

1.   AMOUNT OF DEFERRAL:

     ______ All     ______ %       $ ______

2.   METHOD OF PAYMENT: (CHOOSE ONE)

     ______ Lump Sum; or

     ______ Installments
               Payable:  ______ Quarterly    ______ Annually
               over      ______ Years (not more than 20)

3.   TIME OF PAYMENT (IF LUMP SUM), OR START OF PAYMENT (IF INSTALLMENTS):

     ______ January following the termination of my services as a Director, or

     ______ January following my attainment of age ______ (no later than 70),
            whichever is later.

4.   TIME OF PAYMENT UPON A CHANGE OF CONTROL OF COMPANY: IN THE EVENT OF A
     CHANGE CONTROL OF THE COMPANY, UNLESS OTHERWISE PROVIDED BY THE COMMITTEE,
     YOUR ACCOUNT WILL BE PAID IN CASH AS SOON AS PRACTICABLE. HOWEVER, YOU MAY
     ELECT TO DEFER RECEIPT OF PAYMENT AS FOLLOWS:

     ______ January following my attainment of age ______ (no later than 70).

     Method of Payment upon Change of Control: (Choose one)

     ______ Lump Sum; or

     ______ Installments
               Payable:  ______ Quarterly    ______ Annually
               over      ______ Years (not more than 20)

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5.   BENEFICIARY OR BENEFICIARIES TO WHOM PAYMENT IS TO BE MADE (AS ABOVE
     SPECIFIED) IN THE EVENT OF MY DEATH BEFORE RECEIVING PAYMENT OF THE ENTIRE
     BALANCE IN MY DEFERRED COMPENSATION ACCOUNT. IF MORE THAN ONE BENEFICIARY
     IS NAMED, PLEASE INDICATE THE PERCENTAGE TO BE PAID TO EACH.

                                                                     %
----------------------     -------------------------------     --------
         Name
                           -------------------------------
                                      Address

                                                                     %
----------------------     -------------------------------     --------
         Name
                           -------------------------------
                                      Address


     This election supersedes any prior election I have made under the Plan,
and is effective as to compensation otherwise due to me for my services as a
Director after (i) the date of my election to my first term in that office, or
(ii) the Commencement of the next Plan Year, whichever first occurs after the
date hereof. The beneficiary election is effective immediately.

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                    Date                                Signature


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                                                   Name [please print]