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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 25, 2006
UGI Corporation
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-11071 23-2668356
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
460 No.Gulph Road, King of
Prussia, Pennsylvania 19406
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 610 337-1000
Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
Director Compensation
On July 25, 2006, the Board of Directors of UGI Corporation ("UGI") approved,
based on market data, a $10,000 increase in the annual cash compensation payable
to each member of the Board of Directors who is not an employee or officer of
UGI or its subsidiaries, effective October 1, 2006. As a result, each
non-employee director shall receive an annual retainer of $62,000 for serving as
a director of UGI. In addition, effective October 1, 2006, in recognition of
their significant responsibilities, the Board approved an additional annual
retainer of $10,000 for the chairperson of the Compensation and Management
Development Committee and an additional annual retainer of $5,000 for the
chairperson of each the Corporate Governance and Planning and Finance Committees
of the Board of Directors. There was no change in the existing annual retainer
for the chairperson or members of the Audit Committee. The resulting annual cash
and equity compensation for each non-employee and non-officer Board member,
effective October 1, 2006, is set forth in the table below.
DIRECTORS' COMPENSATION
<Table>
<Caption>
CASH EQUITY
COMPONENT COMPONENT
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Annual Retainer $62,000 2,550 Units
8,500 Options
Additional Annual Retainer for Audit Committee Members $ 5,000
(other than the Chairperson)
Additional Annual Retainer for Audit Committee Chairperson $10,000
Additional Annual Retainer for Compensation and $10,000
Management Development Committee Chairperson
Additional Annual Retainer for Corporate Governance $ 5,000
Committee Chairperson
Additional Annual Retainer for Planning and Finance $ 5,000
Committee Chairperson
</Table>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UGI Corporation
July 31, 2006 By: Margaret M. Calabrese
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Name: Margaret M. Calabrese
Title: Secretary