UGI CORPORATION 2004 OMNIBUS EQUITY COMPENSATION PLAN STOCK UNIT GRANT

Exhibit 10.5 UGI Employees UGI CORPORATION
2004 OMNIBUS EQUITY COMPENSATION PLAN
STOCK UNIT GRANT This STOCK UNIT GRANT, dated as of                      , 200[ ] (the "Date of Grant"), is delivered by UGI Corporation ("UGI") to                      (the "Participant") (the "Agreement"). RECITALS The UGI Corporation 2004 Omnibus Equity Compensation Plan, as amended (the "Plan") provides for the grant of stock units ("Stock Units") with respect to shares of common stock of UGI ("Shares"). The Compensation and Management Development Committee of the Board of Directors of UGI (the "Committee") has decided to grant Stock Units to the Participant. NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows: 1.  Grant of Stock Units . Subject to the terms and conditions set forth in this Agreement and in the Plan, UGI hereby grants to the Participant                      Stock Units. The Stock Units are contingently awarded and will be earned and payable if and to the extent that the conditions of this Agreement are met. The Stock Units are granted with Dividend Equivalents (as defined below). 2.  Vesting . The Participant shall earn the right to payment of the Stock Units if the Participant is employed by, or providing service to, the Company (as defined in Section 9) on the applicable vesting date:

If the foregoing schedule would produce fractional Shares, the number of Shares for which the Stock Units vest shall be rounded down to the nearest whole Share. 3.  Termination of Employment or Service . (a) Except as described below, if the Participant’s employment or service with the Company terminates before the Stock Units are fully vested, the unvested Stock Units, and all related Dividend Equivalents, will be forfeited. (b) If the Participant ceases to be employed by, or provide service to, the Company by reason of (i) Retirement (as defined below), (iii) Disability (as defined below), or (iv) death, the Participant’s unvested Stock Units will become fully vested as of the termination date.

4.  Payment with Respect to Stock Units . When the Stock Units vest, the Company shall pay to the Participant whole Shares equal to the number of Stock Units that have become vested on the vesting date. Payment shall be made within 30 business days after the vesting date (except as otherwise required by Section 8 below). 5.  Dividend Equivalents with Respect to Stock Units . (a) Dividend Equivalents shall accrue with respect to Stock Units and shall be payable subject to the same vesting conditions as the Stock Units to which they relate. Dividend Equivalents shall be credited with respect to the Stock Units from the Date of Grant until the payment date. Dividend Equivalents will become vested as the underlying Stock Units vest. If the underlying Stock Units are forfeited, all related Dividend Equivalents shall also be forfeited. (b) While the Stock Units are outstanding, the Company will keep records in a bookkeeping account for the Participant. On each payment date for a dividend paid by UGI on its common stock, the Company shall credit to the Participant’s account an amount equal to the Dividend Equivalents associated with the Stock Units held by the Participant on the record date for the dividend. No interest will be credited to any such account. (c) Dividend Equivalents will be paid in cash at the same time as the underlying Stock Units are paid. (d) Notwithstanding anything in this Agreement to the contrary, the Participant may not accrue Dividend Equivalents in excess of $1,000,000 during any calendar year under all grants under the Plan. 6.  Coordination with Severance Plan . Notwithstanding anything in this Agreement to the contrary, if the Participant receives severance benefits under a Severance Plan (as defined in Section 9) and the terms of such benefits require that severance compensation payable under the Severance Plan be reduced by benefits payable under this Plan, any amount payable to the Participant with respect to Stock Units and Dividend Equivalents after the Participant’s termination of employment or service shall be reduced by the amount of severance compensation paid to the Participant under the Severance Plan, as required by, and according to the terms of, the Severance Plan, if permitted by section 409A of the Code. 7.  Withholding . The Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the payments under this Agreement. The Participant may elect to satisfy the Company’s tax withholding obligation with respect to payments in Shares by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

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8.  Change of Control . (a) The outstanding Stock Units shall become fully vested upon a Change of Control (as defined in the Pl