UGI (UGI)

Introduction

In this Compensation Discussion and Analysis, we address the compensation paid or awarded to Messrs. Greenberg, Walsh, Kelly, Bissell and Varagne. We refer to these executive officers as our “named executive officers.”

Compensation decisions for Messrs. Greenberg, Walsh and Kelly were made by our Board of Directors, after receiving the recommendations of its Compensation and Management Development Committee. Compensation decisions for Mr. Bissell were made by the Board of Directors of AmeriGas Propane, Inc. (“AmeriGas Propane”), the General Partner of AmeriGas Partners, L.P., after receiving the recommendation of its Compensation/Pension Committee. Compensation decisions for Mr. Varagne were approved by our Board of Directors, as well as the Board of Directors of AGZ Holding, after receiving the recommendation of our Compensation and Management Development Committee. For ease of understanding, we will use the term “we” to refer to one or more of the entities involved in the relevant compensation decisions, unless the context indicates otherwise. We refer to our 2008 fiscal year as “Fiscal 2008.”

Introduction

In this Compensation Discussion and Analysis, we address the compensation paid or awarded to Messrs. Greenberg, Walsh, Kelly, Mendicino, Bissell and Varagne. We refer to these executive officers as our “named executive officers.”

Compensation decisions for Messrs. Greenberg, Walsh and Kelly, and, prior to his retirement, Mr. Mendicino, were made by our Board of Directors, after receiving the recommendations of its Compensation and Management Development Committee. Compensation decisions for Mr. Bissell were made by the Board of Directors of AmeriGas Propane, Inc. (“AmeriGas Propane”), the general partner of AmeriGas Partners, L.P., after receiving the recommendation of its Compensation/Pension Committee. Compensation decisions for Mr. Varagne were approved by our Board of Directors, as well as the Board of Directors of AGZ Holding, after receiving the recommendation of our Compensation and Management Development Committee. For ease of understanding, we will use the term “we” to refer to one or more of the entities involved in the relevant compensation decisions, unless the context indicates otherwise. We refer to our 2007 fiscal year as “Fiscal 2007.”