UGI CORP /PA/
CONSULTING SERVICES AGREEMENT DATED AUGUST 1, 2000
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>6
<FILENAME>w43405ex10-38.txt
<DESCRIPTION>CONSULTING SERVICES AGREEMENT DATED AUGUST 1, 2000
<TEXT>

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                                                                   Exhibit 10.38


                          CONSULTING SERVICES AGREEMENT


      THIS CONSULTING SERVICES AGREEMENT (the "Agreement"), is entered into as
of August 1, 2000, by and between UGI Corporation, a Pennsylvania corporation,
("UGI") and Stephen D. Ban, an individual, ("Consultant").

      WHEREAS, UGI wishes to obtain the consulting services of Consultant, and
Consultant wishes to provide consulting services according to the terms and
conditions of this Agreement.

      NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, and intending to be legally bound, UGI and Consultant agree as follows:

      1. Services to be Provided. During the term of this Agreement, Consultant
shall perform for UGI such consulting services as UGI may from time to time
request in connection with identifying, evaluating and providing advice relating
to growth opportunities in distributed generation ("Services").

      2. Term. The term of this Agreement is one year, beginning August 1, 2000
and ending July 31, 2001.

      3. Time Commitment and Compensation.

            (a)   Consultant shall provide up to four (4) days of Services per
                  month at the request of the Chairman of UGI and shall receive
                  an annual fee of $50,000, payable semiannually in arrears,
                  commencing February 1, 2001. In addition, if the Chairman of
                  UGI and the Consultant agree that more than four (4) days of
                  Services shall be performed in any month, Consultant shall be
                  paid $1,000 per day for each such additional day.

            (b)   Consultant will be reimbursed promptly for all reasonable and
                  necessary out-of-pocket expenses incurred in carrying out the
                  Services outlined above. Consultant will submit to UGI on a
                  monthly basis a written request for reimbursement together
                  with supporting documentation including, where practicable,
                  receipts for travel, lodging and meals.

      4. No Benefits. Consultant is not an employee of UGI and will not be
entitled to participate in or receive any benefit or right under any of UGI's
employee benefit and welfare plans, including, without limitation, insurance,
pension and savings plans, provided however, that the payments due hereunder
shall be in addition to and not in lieu of any payments or benefits to which
Consultant is entitled as a result of Consultant's service as an outside
director of UGI and its subsidiary, UGI Utilities, Inc.

      5. Independent Contract. For purposes of this Agreement and all Services
to be provided hereunder, Consultant shall not be considered a partner,
co-venturer, agent, employee, or representative of UGI, but shall remain in all
respects an independent contractor, and neither
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party shall have any right or authority to make or undertake any promise,
warranty or representation, to execute any contract, or otherwise to assume any
obligation or responsibility in the name of or on behalf of the other party.

      6. Confidentiality.

            (a) Services and Company Information. Consultant agrees not to
disclose to third parties during the term of this Agreement or at any time
thereafter any information concerning the Services. Consultant also agrees at
all times during the term of this Agreement and thereafter, to hold in strictest
confidence, and not to use, except in connection with Consultant's performance
of the Services, and not to disclose to any person or entity any Confidential
Information of UGI without the prior written authorization of UGI. As used
herein, "Confidential Information" means any proprietary or confidential
information, technical data, trade secrets or know-how, including, but not
limited to, research, sales and/or marketing plans and products, services,
business plans, acquisitions or strategies (past, present and/or prospective),
customer lists and customers, credit information, markets, software,
developments, inventions, processes, formulas, technology, designs, drawings,
engineering, distribution and sales methods and systems, sales and profit
figures, finances and other business information disclosed to Consultant or
otherwise learned, discovered or developed by Consultant, either directly or
indirectly in writing, orally or by drawings or inspection of documents or other
tangible property. Confidential Information does not include any of the
foregoing items which has become publicly known and made generally available
through no wrongful act of Consultant.

            (b) Third Party Information. Consultant recognizes that UGI has
received and in the future may continue to receive from third parties their
confidential or proprietary information subject to a duty on UGI's part to
maintain the confidentiality of such information and to use it only for certain
limited purposes. Consultant agrees at all times during the term of this
Agreement and thereafter, to hold in strictest confidence and not to use or
disclose such third-party information, except in connection with Consultant's
performance of the Services and in a manner consistent with UGI's agreement with
any such third party. UGI shall provide Consultant with a copy of any applicable
confidentiality agreements.

            (c) Survival. The provisions of this Section shall survive the
expiration of the term of this Agreement for a period of three (3) years.

      7. No Conflicting Agreements. Consultant represents that Consultant is not
a party to any existing agreement which would prevent Consultant from entering
into and performing this Agreement. Consultant will not enter into any other
agreement that is in conflict with Consultant's obligations under this Agreement
without the prior written approval of UGI.

      8. Entire Agreement, Amendment and Assignment. This Agreement is the sole
agreement between Consultant and UGI with respect to the Services to be
performed hereunder and it supersedes all prior agreements and understandings
with respect thereto, whether oral or written. No modification to any provision
of this Agreement shall be binding unless in writing and signed by both the
Consultant and UGI. No waiver of any rights under this agreement, will be
effective unless in writing signed by the party to be charged. All of the terms
and provisions


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of this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective heirs, executors, administrators, legal
representatives, successors and assigns of the parties hereto, except that the
duties and responsibilities of Consultant hereunder are of a personal nature and
shall not be assignable or delegable in whole or in part by Consultant.

      9. Governing Law. This Agreement shall be governed by and interpreted
under the laws of the Commonwealth of Pennsylvania without regard to its choice
of law provisions.

      10. Notices. All notices and other communications required or permitted
hereunder or necessary or convenient in connection herewith shall be in writing
and shall be deemed to have been given when hand delivered, sent by facsimile or
mailed by registered or certified mail, as follows (provided that notice of
change of address shall be deemed given only when received):

            If to UGI, to:          UGI Corporation
                                    Attention: Lon R. Greenberg, President
                                    P.O. Box 858
                                    Valley Forge, PA 19482
                                    Facsimile No.: (610) 992-3254

            If to Consultant, to:   Dr. Stephen D. Ban
                                    50 Woodland Drive
                                    Barrington, IL 60010

or to such other names or addresses as UGI or Consultant, as the case may be,
shall designate by notice to each other person entitled to receive notices in
the manner specified in this paragraph.

      IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
duly executed this Agreement as of the date first above written.


                                          UGI CORPORATION


                                       By:
                                          ----------------------------
                                          Lon R. Greenberg, President


                                          CONSULTANT



                                          ----------------------------
                                          Stephen D. Ban

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