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                                                                   EXHIBIT 10.67

                                 UGI CORPORATION

                      2004 OMNIBUS EQUITY COMPENSATION PLAN

                          SUB-PLAN FOR FRENCH EMPLOYEES

                           EFFECTIVE DECEMBER 6, 2005

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                                 UGI CORPORATION
                      2004 OMNIBUS EQUITY COMPENSATION PLAN
                          SUB-PLAN FOR FRENCH EMPLOYEES
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                      <C>
Sub-Plan for French Employees........................................................................    1

1.    Definitions....................................................................................    1

2.    Term of Sub-Plan...............................................................................    1

3.    Eligible Persons...............................................................................    2

4.    Options........................................................................................    2

5.    Stock Units....................................................................................    4

6.    Performance Units..............................................................................    5

7.    Adjustments....................................................................................    6

8.    Amendment......................................................................................    7

9.    Change of Control..............................................................................    7

10.   Applicable Regulations.........................................................................    7
</TABLE>

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                                 UGI CORPORATION
                      2004 OMNIBUS EQUITY COMPENSATION PLAN

                          SUB-PLAN FOR FRENCH EMPLOYEES

Pursuant to the tax circulars dated May 6, 1988, No. 4 N-3-88, dated August 30,
1997, No. 4 N 2431 and dated May 24, 2005, No. 4 F 14-05, this subplan (the
"Sub-Plan") sets forth the terms and conditions applicable to (i) Options
granted under Section 7 of the UGI Corporation 2004 Omnibus Equity Compensation
Plan (the "Plan"), (ii) Stock Units granted under Section 8 of the Plan and
(iii) Performance Units granted under Section 9 of the Plan to Employees who
are, or may become, subject to taxation on compensation in France. The defined
terms shall have the meanings given those terms in the Plan or in this Sub-Plan,
if not defined in the Plan.

1. Definitions

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

      (a) "Disabled" or "Disability" means a long-term disability as defined in
the Company's long-term disability plan applicable to the Employee.

      (b) "Retirement" means termination of employment after attaining age 55
with ten or more years of service with the Company.

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

      (d) "Termination without Cause" means termination of employment 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 Board may determine in its sole discretion whether, and under what
circumstances, an Employee's voluntary termination upon a significant reduction
in the Employee's duties and responsibilities will constitute a Termination
without Cause for purposes of the Plan.

2. Term of Sub-Plan

      The Plan has been approved by the shareholders of the Company at an annual
shareholders meeting with authorization to the Board to grant Options, Stock
Units and Performance Units thereunder. The authorization may be used by the
Board under the Sub-Plan for a maximum period of thirty-eight (38) months
following the date on which the Plan was approved or ratified by the
shareholders in an annual meeting.

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3. Eligible Persons

      (a) Options may be granted under the Sub-Plan only to Employees; provided,
however that, an Employee who owns more than ten percent (10%) of the Company's
Stock on the Date of Grant shall not be eligible to receive Option grants under
this Sub-Plan. The Board shall authorize and administer all Option grants under
the Sub-Plan.

      (b) Stock Units and Performance Units may be granted under the Sub-Plan
only to Employees; provided, however, that an Employee shall not be eligible to
receive Stock Units or Performance Units under this Sub-Plan if (i) the Employee
owns more than ten percent (10%) of the Company's Stock on the Date of Grant or
(ii) the granting of Stock Units or Performance Units would result in the
holding by such Employee of more than ten percent (10%) of the Company's Stock
on the Date of Grant. The Board shall authorize and administer all Stock Units
and Performance Units under the Sub-Plan.

4. Options

      (a) Types of Options. Options granted under the Sub-Plan shall be options
to purchase newly issued Stock (i.e., subscription options for French law
purposes) and not options to purchase previously acquired Stock (i.e., purchase
options for French law purposes).

      (b) Grant of Options. The Board will select the Employees who shall
receive Options, and will determine the number of shares subject to each Option,
the Option Price and the other terms of the Options, subject to the provisions
of this Sub-Plan. The terms of each Option shall be set forth in the Grant
Letter. No Dividend Equivalent will be granted with respect to Options.

      (c) Exercise and Vesting.

            (i) Each Option under the Sub-Plan shall become exercisable on the
fourth anniversary of the Date of Grant. No Option will be exercisable more than
nine years and six months following the Date of Grant.

            (ii) In the event that an Employee holding an Option ceases to be
employed by the Company, the Options held by such Employee will terminate on the
date such Employee ceases such employment. However, if an Employee holding an
Option ceases to be employed by the Company by reason of (i) Termination without
Cause, (ii) Retirement, (iii) Disability, or (iv) death, the Option held by the
Employee will thereafter be exercisable pursuant to the following:

                  (A) Termination Without Cause. If an Employee terminates
employment on account of a Termination without Cause, the Option held by such
Employee will thereafter be exercisable only with respect to that number of
shares of Stock with respect to which the Option is already exercisable on the
date such Employee's employment terminates. 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 the Employee ceases to be employed by the Company.

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                  (B) Retirement. If an Employee ceases to be employed by the
Company on account of Retirement, the Option held by such Employee will
thereafter become exercisable as if such Employee had remained employed by the
Company for 48 months after the date of such Retirement. Such Option will
terminate upon the earlier of the expiration date of the Option or the
expiration of such 48-month period.

                  (C) Disability. If an Employee is determined by the Board to
be Disabled, the Option held by such Employee will thereafter become exercisable
as if such Employee had remained employed by the Company for 48 months after the
date of such Disability. The Option will terminate upon the earlier of the
expiration date of the Option or the expiration of the 48-month period after
such termination of employment.

                  (D) Death. In the event of the death of an Employee while
employed by the Company or while the Option is outstanding pursuant to
subsections (A), (B) or (C) above, the Option held by such Employee will be
fully and immediately exercisable and may be exercised at any time prior to the
expiration of the six-month period following the Employee's death. After an
Employee's death, the Employee's Option may be exercised by the personal
representative of the Employee's estate or the personal representative under
applicable law if the Employee dies intestate.

      (d) Exercise Price. The Option Price for each grant of an Option under
this Sub-Plan shall be equal to the higher of (i) the Fair Market Value of a
share of Stock on the Option grant date or (ii) 95% of the average Fair Market
Value of a share of Stock for the 20 trading days immediately prior to the Date
of Grant.

      (e) Payment. The Option Price upon exercise of any Option under this
Sub-Plan shall be payable to the Company in full in one or both of the following
forms: (a) in cash or (b) by payment through a broker in accordance with
procedures permitted by Regulation T of the Federal Reserve Board, subject to
applicable securities law restrictions and such procedures and limitations as
the Company may specify from time to time.

      (f) Grant Dates. Options cannot be granted under this Sub-Plan (i) during
the 10 trading days preceding and following the date on which the consolidated
accounts or annual accounts of the Company are published and (ii) during a
period (x) starting from the date on which the officers and directors of the
Company became aware of any information which, if published, could significantly
affect the Company's market price and (y) ending at the close of the tenth
trading day following the publication of the information. No Option shall be
granted in the 20 trading days immediately following a distribution of dividends
or a capital increase on the principal stock exchange on which the shares of
Stock are listed.

      (g) Plan Limits. The number of shares of Stock subject to Options granted
under the Plan together with shares of Stock subject to outstanding Options
under any other option plan of the Company may not exceed one-third of the
Company's shares capital.

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5. Stock Units

      (a) General Requirements. Each Stock Unit shall represent the right of the
Participant to receive free shares of Stock after the expiration of the
Restriction Period if the conditions specified by the Committee in the Grant
Letter are met.

      (b) Terms of Stock Units. The Committee shall establish the conditions for
acquisition of ownership of the free shares with respect to Stock Units. The
Committee shall determine in the Grant Letter two periods during which the free
shares with respect to Stock Units will be subject to restrictions as follows:

            (i) Restriction Period. The duration of the period in which the
conditions for the acquisition of the shares must be satisfied shall not be less
than 2 years (and will correspond under French Law to the "periode
d'acquisition" as referred to under Section L 225-197-1 of the French Commercial
Code). The Participant shall acquire full ownership of the free shares with
respect to Stock Units only after the expiration of this Restriction Period
except upon the Participant's death while employed by the Company, in which
case, the representative of the Participant's estate may ask within 6 months of
the death to receive the free shares issuable with respect to the Stock Units
granted to the Participant.

            (ii) Standstill Period. The duration of this period shall not be
less than 2 years (and will correspond under French law to the "periode
d'obligation de conservation" as referred to under Section L 225-197-1 of the
French Commercial Code). It shall start after the expiration of the Restriction
Period. During this period, a Participant may not sell, assign, transfer, pledge
or otherwise dispose of the free shares issued with respect to Stock Units.

      (c) Dividend Equivalents. No dividend equivalents shall be granted with
respect to Stock Units.

      (d) Payment with respect to Stock Units. No payment in cash shall be made
with respect to Stock Units or in lieu of free shares. Upon expiration of the
Restriction Period and satisfaction of the conditions applicable for the
acquisition of the shares with respect to Stock Units, ownership over free
shares issuable with respect to Stock Units shall be definitely acquired by (and
transferred to) the Participant.

      (e) Transfer of shares.

            (i) After the Restriction and Standstill periods have expired, the
Participant shall have the right to transfer the shares of Stock without any
limitations, subject to the Company's insider trading policies. However, shares
cannot be transferred (i) during the 10 trading days preceding and following the
date on which the consolidated accounts or annual accounts of the Company are
published and (ii) during a period (x) starting from the date on which the
officers and directors of the Company became aware of any information which, if
published, could significantly affect the Company's market prices and (y) ending
at the close of the tenth trading day following the publication of the
information.

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            (ii) In the event a Participant ceases to be employed by the
Company, the Restriction and Standstill periods with respect to shares issuable
under the Stock Units shall continue to be applicable. However, in the event of
the death of a Participant while employed by the Company, then to the extent
required by the French Laws applicable to a "free shares" plan, the personal
representative of the Participant estate can demand within 6 months of the
Participant's death that the shares issuable with respect to Stock Units to
which a Restriction Period is still applicable become immediately fully owned by
the Participant's estate.

      (f) Right to vote and to receive dividends. Upon the issuance of any
shares of Stock following expiration of the Restriction Period, the Participant
may exercise the voting right attached to the shares issued under Stock Units
and will be entitled to receive any dividends or other distribution payable on
such shares.

6. Performance Units

      (a) General Requirements. Each Performance Unit shall represent the right
of the Participant to receive free shares of Stock, after the expiration of the
Measurement Period, if specified performance goals and other conditions
specified by the Committee in the Grant Letter are met.

      (b) Terms of Performance Units. The Committee shall establish the
performance goals and other conditions for acquisition of ownership of the free
shares with respect to the Performance Units. The Committee shall determine in
the Grant Letter two periods during which the free shares issuable with respect
to Performance Units will be subject to restrictions as follows:

            (i) Measurement Period. The during of the period in which the
specified performance goals and other conditions must be satisfied shall not be
less than 2 years from the Date of Grant of the Performance Units (and will
correspond under French law to the "periode d'acquisition" as referred to under
section L 225-197-1 of the French Commercial Code). The Participant shall
acquire the full ownership of the free shares with respect to Performance Units
only after the expiration of this Measurement Period and subject to the
performance goals and other conditions (such as requirements of employment)
being met, except upon the Participant's death while employed by the Company in
which case, the personal representative of the Participant's estate may ask
within 6 months of the Participant's death to receive the free shares issuable
with respect to the Performance Units granted to the Participant.

            (ii) Standstill Period. The duration of this period shall not be
less than 2 years (and will correspond under French law to the "periode
d'obligation de conservation" as referred to under section L 225-197-1 of the
French Commercial Code). It shall start after the expiration of the Measure
Period. During this period, a Participant may not sell, assign, transfer, pledge
or otherwise dispose of the free shares issued with respect to the Performance
Units.

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      (c) No Dividend Equivalents. No Dividend Equivalents shall be granted with
respect to Performance Units.

      (d) Payment with Respect to Performance Units. No payment in cash shall be
made with respect to Performance Units in lieu of free shares. Upon expiration
of the Measurement Period and satisfaction of the specified performance goals
and other conditions applicable to the Performance Units, ownership over free
shares issuable with respect to such Performance Units shall be definitively
acquired by (and transferred to) the Participant.

      (e) Transfer of Shares.

            (i) After the Measurement and Standstill periods have expired, the
Participant shall have the right to transfer the shares of Stock without any
limitations, subject to the Company's insider trading policies. However, shares
cannot be transferred (i) during the 10 trading days preceding and following the
date on which the consolidated accounts or annual accounts of the Company are
published and (ii) during a period (x) starting from the date on which the
officers and directors of the Company became aware of any information which, if
published, could significantly affect the Company's market price and (y) ending
at the close of the tenth trading day following the publication of the
information.

            (ii) In the event a Participant ceases to be employed by the
Company, the Measurement and Standstill periods with respect to shares issuable
or issued under the Performance Units shall continue to be applicable. However,
in the event of the death of a Participant while employed by the Company, then
to the extent required by the French Laws applicable to a "free shares" plan,
the personal representative of the Participant's estate can demand within 6
months of the Participant's death that the shares issuable with respect to
Performance Units to which a Measurement Period is still applicable become
immediately fully owned by the Participant's estate.

      (f) Right to Vote and to Receive Dividends. Upon the issuance of any
shares of Stock following expiration of the Measurement Period, the Participant
may exercise the voting right attached to the shares granted under Performance
Units and will be entitled to receive any dividends or other distributions
payable on such shares.

7. Adjustments

      No adjustment to Stock provided for in Section 5(d) and 21(b) of the Plan
may be made to any Options, Stock Units or Performance Units under this
Sub-Plan, except to the extent provided for in:

      (a) Sections 174.8 to 174.16 of Decree no. 67-236 of March 23, 1967,
implementing French law no. 66-537 of July 24, 1966, or

      (b) Articles L 225-197-1 to L 225-197-5 of the French Commercial Code.

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8. Amendment

      The Board may not amend the Plan in a way which affects this Sub-Plan, or
Options, Stock Units and Performance Units granted under this Sub-Plan, if such
change is inconsistent with French law (including, but not limited to,
regulations or other communications provided by the AMF (Authorite des Marches
Financiers)).

      The Board may not amend this Sub-Plan without the approval of the
stockholders in general meeting if an amendment to the corresponding Article in
the Plan would require such approval.

9. Change of Control

      The provisions of the Plan applicable to a Change of Control shall apply
to the Options, Stock Units and Performance Units granted under this Sub-Plan,
and, in the event of a Change of Control, the Board may take such actions as it
deems appropriate pursuant to the Plan and the Sub-Plan.

10. Applicable Regulations

      Although this Sub-Plan is aimed at addressing and complying with the
requirements of tax circulars dated May 6, 1988, No. 4 N-3-88, August 30, 1997,
No. 4 N 2431 and May 24, 2005, No. 5 F 14-05, each Participant is advised to
consult with his/her counsel about his/her tax status and tax treatment of the
Options, Stock Units and Performance Units granted under this Sub-Plan. Neither
UGI Corporation nor any Subsidiary may be held liable for the personal tax
treatment of any Participant under this Sub-Plan.

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