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

(e) UGI Corporation (the "Company") has adopted the UGI Corporation 2009 Deferral Plan (the "Deferral Plan") which will become effective January 1, 2009. The Deferral Plan provides new deferral options that comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, related to (i) all stock units granted to the Company's non-employee Directors,
(ii) benefits payable under the UGI Corporation Supplemental Executive Retirement Plan ("UGI SERP") and (iii) benefits payable under the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan ("AmeriGas SERP").

If an individual decides to defer payment, he or she may elect to receive the benefit after separation from service as (i) a lump sum payment, (ii) annual installment payments over a period between two and ten years or (iii) one to five retirement distribution accounts to be paid in a lump sum in the year specified by the individual. While an individual's election to defer is irrevocable under the Deferral Plan, a participant may postpone a payment by making a re-deferral election at least one year before the scheduled payment date, provided that the new payment date is at least five years beyond the scheduled payment date. Deferred benefits, other than stock units, will be deemed to be invested in investment funds selected by the plan participant from among funds made available by the Company. Stock units will be credited with dividend equivalents which will be converted annually to additional stock units.

A copy of the Deferral Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the Deferral Plan is qualified in its entirety by reference to the Deferral Plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 UGI Corporation 2009 Deferral Plan.

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