Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2009, the Board of Directors of Antargaz, a wholly owned French subsidiary of UGI Corporation (the "Registrant"), approved the eligibility of François Varagne, the President and Chief Executive Officer of Antargaz, for participation in two supplemental retirement plans. Antargaz' defined contribution plan (the "Defined Contribution Plan") was established pursuant to Article 83 of the French Tax Code while Antargaz' defined benefit plan (the "Defined Benefit Plan") was established pursuant to Article 39 of the French Tax Code. Mr. Varagne's benefits under the Defined Contribution Plan and the Defined Benefit Plan were effective as of September 1, 2009.

Defined Contribution Plan

The Defined Contribution Plan provides supplemental retirement income to certain management-level individuals of Antargaz, including Mr. Varagne, who have at least one year of service with Antargaz. Under the Defined Contribution Plan, Antargaz is obligated to contribute to Mr. Varagne's account 5% of his total remuneration that is subject to social security contributions; provided that Antargaz' 5% contribution will only apply to Mr. Varagne's remuneration that is less than or equal to six times the Social Security ceiling in France. The ceiling in 2009 was €34,308. Investment of contributions to the Defined Contribution Plan is managed by an insurance company. Upon Mr. Varagne's retirement, payment will be made by the insurance company to Mr. Varagne in the form of a life annuity based on the contributions to Mr. Varagne's account. Mr. Varagne is entitled to receive benefits under the Defined Contribution Plan upon retirement regardless of whether he is retained by Antargaz at the time of his retirement.

Defined Benefit Plan

The Defined Benefit Plan provides supplemental retirement income to certain management-level individuals of Antargaz, including Mr. Varagne, who have at least five years of service with Antargaz. Mr. Varagne has satisfied the five-year service requirement. For purposes of accumulating benefits under the Defined Benefit Plan, benefits begin accruing September 1, 2009 and Antargaz is obligated to purchase an annuity annually on behalf of Mr. Varagne. The amount of the annuity is based on Mr. Varagne's length of service with Antargaz (up to a maximum of ten years) and Mr. Varagne's average annual remuneration for the prior three-year period in excess of 6 times the Social Security annual ceiling in France. The annuity paid may not exceed 15% of Mr. Varagne's final average remuneration for the thirty-six month period immediately preceding retirement. The annuity amount is also reduced by any other supplemental retirement income, other than statutory retirement schemes, payable to Mr. Varagne. Mr. Varagne is entitled to receive benefits under the Defined Benefit Plan upon retirement only if he is retained by Antargaz at the time of his retirement and immediately thereafter begins receiving benefits from the compulsory Social Security retirement system in France.

---

Top of the Form