UGI CORP /PA/
DIRECTORS' EQUITY COMPENSATION PLAN
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<TYPE>EX-10.3
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<FILENAME>w86171exv10w3.txt
<DESCRIPTION>DIRECTORS' EQUITY COMPENSATION PLAN
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                                                                    EXHIBIT 10.3

                                 UGI CORPORATION
                       DIRECTORS' EQUITY COMPENSATION PLAN
                    AMENDED AND RESTATED AS OF APRIL 29, 2003


1.   PURPOSE

     The purpose of the UGI Corporation Directors' Equity Compensation Plan is
to provide a means whereby UGI Corporation (the "Company") may, through the
grant of common stock of the Company ("Common Stock") or deferred units
("Units") relating to such stock, offer a reward and an incentive to the members
of the board of directors of the Company, motivate such directors to exert their
best efforts on behalf of the Company and further to align the economic interest
of such individuals with those of the Company's shareholders. This Plan is
intended to constitute, in part, a non-qualified deferred compensation plan.
Pursuant to the authority granted under Section 8.06, the Plan is amended in its
entirety effective as of April 29, 2003, to reflect certain changes approved by
the Board of Directors on April 29, 2003.

2.   DEFINITIONS

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

         2.01 "Account" means the Company's record established pursuant to
Section 5 which reflects the number of Units and the amount of Dividend
Equivalents standing to the credit of a Participant under the Plan.

         2.02 "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.

         2.03 "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 agreement,
arrangement or understanding (A) arises solely from a revocable proxy given in
response to a public proxy or

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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.

         2.04 "Beneficiary" means the person(s) designated by a Participant to
receive any benefits payable under this Plan subsequent to the Participant's
death. The Committee shall provide a form for this purpose. In the event a
Participant has not filed a Beneficiary designation with the Company, the
Beneficiary shall be the Participant's estate.

         2.05 "Board" means the Board of Directors of the Company.

         2.06 "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


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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 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.

         2.07 "Committee" means the Compensation and Management Development
Committee of the Board and any successor thereto.

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

         2.09 "Company" means UGI Corporation and any successor thereto.

         2.10 "Director" means a member of the Board who is not an employee of
the Company or any of its Affiliates.

         2.11 "Dividend Equivalent" means an amount determined by multiplying
the number of Units credited to a Participant's Account 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.

         2.12 "Effective Date" means January 1, 1997.

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

         2.14 "Fair Market Value" of Common Stock means the average, rounded to
the next highest one-eighth of a point (.125), of the highest and lowest sales
prices thereof on the New York Stock Exchange on the day on which Fair Market
Value is being determined, as reported on the Composite Tape for transactions on
the New York Stock Exchange. In the event that there are no Common 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
Common Stock transactions on that exchange.

         2.15 "Participant" means any Director who is eligible to participate in
the Plan under Section 4. In the event of the death or incompetency of a
Participant, the term shall mean his personal representative or guardian. An
individual shall remain a Participant until that individual has received full
distribution of any amount credited to the Participant's Account.

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         2.16 "Plan" means the UGI Corporation Directors' Equity Compensation
Plan as the same is set forth herein, and as it may be amended from time to
time.

         2.17 "Plan Year" means the calendar year.

         2.18 "Separates from Service" means the Director's termination of
service as a member of the Board for any reason other than death. Except as
otherwise provided herein, a Separation from Service shall be deemed to have
occurred on the last day of the month during which the Director's service to the
Company ceases and shall be determined without reference to any compensation
continuation arrangement that may be applicable.

         2.19 "Unit" means a single unit granted to a Participant which
represents a phantom interest equivalent to one share of Common Stock.

         2.20 "Unit Value" means, at any time, unless otherwise specified in the
Plan, the value of each Unit issued under the Plan, which value shall be equal
to the Fair Market Value of the Common Stock on such date.

3.   ADMINISTRATION

     The Plan shall be administered by the Committee which shall have full power
and authority to interpret the Plan, to prescribe, amend and rescind any rules,
forms and procedures as it deems necessary or appropriate for the proper
administration of the Plan and to make any other determinations, including
factual determinations, and take such other actions as it deems necessary or
advisable in carrying out its duties under the Plan. All decisions and
determinations by the Committee shall be final and binding on the Company,
Participants, Directors, Beneficiaries and any other persons having or claiming
an interest hereunder. Any other provisions of the Plan notwithstanding, the
Board may perform any function of the Committee under the Plan, including
without limitation for the purpose of ensuring that transactions under the Plan
by Participants who are subject to Section 16 of the Exchange Act in respect of
the Company are exempt under Rule 16b-3. In any case in which the Board is
performing a function of the Committee under the Plan, each reference to the
Committee herein shall be deemed to refer to the Board (unless the context shall
otherwise require).

4.   PARTICIPATION

     Each Director of the Company shall become a Participant of the Plan on the
later of (i) the Effective Date or (ii) the date such individual first becomes a
Director.

5.   AWARD OF UNITS

         5.01 Initial Award of Units. On the Effective Date, each Director who
is a Participant on January 1, 1997 shall be awarded the number of Units equal
to the present value of benefits accrued by that Director through December 31,
1996 under the UGI Corporation


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Retirement Plan for Outside Directors, as determined by an actuary appointed by
the Committee. The value of each Unit to be credited to a Participant's Account
pursuant to this section shall be equal to the average of the closing sales
prices for the Common Stock as reported on the New York Stock Exchange Composite
Tape for each trading day in the period October 1, 1996 through December 31,
1996.

         5.02 Annual Award of Units. On the fifth business day of each Plan
Year, each Participant shall receive an award of 945 Units. Such awarded Units
shall be credited to each Participant's Account as specified in Section 5.04
below. Any Participant who was not a Participant on the fifth business day of
the Plan Year shall receive, on the date such individual becomes a Participant,
a pro-rata share of the annual award of Units determined based on the number of
calendar quarters during the Plan Year that such Participant is expected to
serve as a Director. A Director will be deemed to serve the entire quarter
during which he is a Director at least one day.

         5.03 Dividend Equivalents

            (a) Dividend Equivalent to be Credited. From the date of grant of
each Unit to a Participant until the Participant's Account has been fully
distributed, the Company shall credit to each Participant's Account on each
record date for the payment of a dividend by the Company on its Common Stock, an
amount equal to the Dividend Equivalent associated with the Units in the
Account.

            (b) Conversion to Units. On the last day of each Plan Year, the
amount of the Dividend Equivalents credited to the Participant's Account during
that Plan Year shall be converted to a number of Units, based on the Unit Value
on that day. Notwithstanding the foregoing, in the event of a Change of Control
or in the event the Participant dies or Separates from Service prior to the last
day of the Plan Year, as soon as practicable following such event and in no
event later than the date on which Units are redeemed in accordance with Section
6, the Company shall convert the amount of the Dividend Equivalents credited to
the Participant's Account as of the date of the Change of Control, death or
Separation from Service (the "Conversion Date") to the number of Units based on
the Unit Value on the Conversion Date.

         5.04 Accounts. The Company shall keep records to reflect the number of
Units and Dividend Equivalents credited to each Participant hereunder; provided,
however, that no Participant or any other person shall under any circumstances
acquire any property interest in any specific assets of the Company. Fractional
Units shall accumulate in the Participant's Account and shall be added to
fractional Units held in such Account to create whole Units. Nothing contained
in this Plan and no action taken pursuant hereto shall create or be construed to
create a fiduciary relationship between the Company and any Participant or any
other person. To the extent that any person acquires a right to receive payment
from the Company hereunder, such right shall be no greater than the right of any
unsecured general creditor of the Company.


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6.   EVENTS REQUIRING REDEMPTION OF UNITS

     The Company shall redeem Units credited to a Participant's Account only at
the times and in the manner prescribed by the further terms of this Section 6.
To determine the total amount to be paid, all redemptions shall be made by
providing a number of shares of Common Stock equal to the number of Units being
redeemed; provided, however, that any fractional Units credited to a
Participant's Account shall be paid in cash in an amount equal to the Unit Value
of such fractional Unit.

         6.01 Death. In the event a Participant dies, the Company shall redeem
all of the Units then credited to the Participant's Account. Any such redemption
shall be paid to the Participant's Beneficiary in the form of Common Stock.

         6.02 Separation from Service. In the event a Participant Separates from
Service, the Company shall redeem all of the Units then credited to the
Participant's Account as soon as practicable following such Separation from
Service. Any such redemption shall be paid in the form of Common Stock. A
Participant may elect to defer receipt of such payment until such Participant
attains a specific age, not to exceed the age of the Participant in January of
the Plan Year following the Participant's attainment of age seventy (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 twenty (20) years. Both such elections made hereunder must be made no
later than December 31st of the Plan Year preceding the Plan Year of Separation
from Service. Dividend Equivalents will be credited to such Participant's
Account in accordance with Section 5 until the full amount of the Participant's
Account has been distributed. Each installment payment shall be calculated by
dividing the Participant's total Account balance as of such payment date by the
number of payments remaining in the installment period.

         6.03 Change of Control. Unless otherwise provided by the Committee, in
the event of a Change of Control of the Company, the Company shall redeem all of
the Units then credited to the Participant's Account. Any such redemption shall
be made in the form of cash. The amount paid shall equal the product of the
number of Units being redeemed multiplied by the then Unit Value. 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 seventy (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 twenty (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.

7.   RETAINER AWARDS

         Annual Grants. The Committee is authorized, subject to limitations
under applicable law, to grant to any Participant awards of Common Stock in lieu
of a portion of their annual retainer. Unless otherwise determined by the
Committee, the number of shares of Common Stock to be paid to Directors annually
under this Section 7 will be equal to (i) the amount by


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which the annual retainer at the rates then in effect exceeds $18,500 divided by
(ii) the Fair Market Value of the Common Stock as of the first day of the Plan
Year. The shares of Common Stock to be paid pursuant to this section will become
due on the fifth business day of each Plan Year. No fractional shares of Common
Stock will be granted; instead, the amount remaining will be paid to the
Participant in cash. As promptly as practicable, the Company will issue to the
Participant shares of Common Stock registered in the name of the Participant
(or, if directed by the Participant, in joint names of the Participant and his
or her spouse). Any Participant who commences service during the Plan Year shall
receive a pro-rata share of the annual retainer, the same proportion of which
will be paid in Common Stock as was paid to a Director serving a full Plan Year,
determined based on the number of calendar quarters during the Plan Year that
the Participant is expected to serve as a Director.

8.   MISCELLANEOUS

         8.01 Transferability. No Unit awarded under this Plan shall be
transferred, assigned, pledged or encumbered by the Participant, and a Unit may
be redeemed during the lifetime of a Participant only from such Participant.

         8.02 No Rights as Shareholder. No Participant shall have any rights as
a shareholder of the Company, including the right to any cash dividends, or the
right to vote, as a result of the grant to the Participant, or the Participant's
holding of, any Units.

         8.03 Adjustment Upon Acquisitions, Dispositions or other Events not in
the Ordinary Course of Business. Notwithstanding anything herein to the
contrary, if the Company's financial performance is affected by any event that
is of a non-recurring nature including an acquisition or disposition of the
assets or stock of a business, the Committee, in its sole discretion, may make
such adjustments in the number of Units or the Unit Value of each Unit for the
then current Plan Year as it shall determine to be equitable and appropriate in
order to make the value of each Unit, as nearly as may be practicable,
equivalent to the value of the Unit immediately prior to such event.

         8.04 No Rights to Service. Nothing in this Plan, and no action taken
pursuant hereto, shall affect the Participant's term of service as a Director.

         8.05 Notices. Any notice hereunder to be given to the Company shall be
in writing and shall be delivered in person to the Secretary of the Company, or
shall be sent by registered mail, return receipt requested, to the Secretary of
the Company at the Company's executive offices, and any notice hereunder to be
given to the Participant shall be in writing and shall be delivered in person to
the Participant, or shall be sent by registered mail, return receipt requested,
to the Participant at his last address as shown in the employment records of the
Company. Any notice duly mailed in accordance with the preceding sentence shall
be deemed given on the date postmarked.

         8.06 Termination and Amendment of the Plan/Modification of Units. The
Plan may be terminated, modified or amended by the Committee at any time, except
with respect to any


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Units then outstanding under the Plan; provided, however, that the Committee may
accelerate the redemption of any Units then outstanding as if a redemption were
then being made under Section 6.

         8.07 Miscellaneous.

            (a) If the Company shall find that any person to whom any payment is
payable under this Plan is unable to care for his affairs because of illness or
accident, or is a minor, any payment due (unless a prior claim therefor shall
have been made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, a child, a parent, or a brother or
sister, or to any person deemed by the Company to have incurred expense for such
person otherwise entitled to payment, in such manner and proportions as the
Company may determine. Any such payment shall be a complete discharge of the
liabilities of the Company under this Plan.

            (b) This Plan shall 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.

            (c) This Plan shall be construed in accordance with, and governed
by, the law of the Commonwealth of Pennsylvania.

         8.08 Shareholder Approval. This Plan shall be effective on the
Effective Date, subject to the approval by a majority of the shareholders of the
Company at the next annual meeting following the Effective Date.


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