0000950133-05-005536 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 9th, 2005 • Ugi Utilities Inc • Gas & other services combined • Pennsylvania

WHEREAS, the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control (as defined below), although no such change is now contemplated;

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