Lon R. Greenberg
 
                                   AGREEMENT
 
                    Agreement made as of the ____ day of June, 1996, between
UGI Corporation, a Pennsylvania corporation (the "Company"), and Lon R.
Greenberg (the "Employee").
 
                    WHEREAS, the Employee is presently employed by the Company,
as its President and Chief Executive Officer; and
 
                    WHEREAS, the Company considers it essential to foster the
employment of well qualified key management personnel, and, in this regard, the
board of directors of the Company recognizes that, as is the case with many
publicly held corporations, the possibility of a change in control of the
Company may exist and that such possibility, and the uncertainty and questions
which it may raise among management, may result in the departure or distraction
of key management personnel to the detriment of the Company;
 
                    WHEREAS, the board of directors of 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 of the Company, although no such change is now contemplated; and
 
                    WHEREAS, in order to induce the Employee to remain in the
employ of the Company, the Company agrees that the Employee shall receive the
compensation set forth in this Agreement in the event his employment with the
Company is terminated subsequent to a "Change of Control" (as defined in
Section 1 hereof) of the Company as a cushion against the financial and career
impact on the Employee of any such Change of Control;
<PAGE>   2
                    NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, the parties hereto agree as follows:
 
                    1.       Definitions.  For all purposes of this Agreement,
the following terms shall have the meanings specified in this Section unless
the context clearly otherwise requires:
 
                    (a)      "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
 
                    (b)      "Base Compensation" shall mean the average of the
total cash remuneration received by the Employee in all capacities with the
Company, and its Subsidiaries or Affiliates, as reported for Federal income tax
purposes on Form W-2, together with any amounts the payment of which has been
deferred by the Employee under any deferred compensation plan of the Company,
and its Subsidiaries or Affiliates, or otherwise and any and all salary
reduction authorized amounts under any of the benefit plans or programs of the
Company, and its Subsidiaries or Affiliates, but excluding any amounts
attributable to the exercise of stock options granted to the Employee under the
Company's Stock Option and Dividend Equivalent Plan or its successor, for the
five calendar years (or such number of actual full calendar years of
employment, if less than five) immediately preceding the calendar year in which
occurs a Change of Control or the Employee's Termination Date, whichever period
produces the higher amount.
 
                    (c)      A Person shall be deemed the "Beneficial Owner" of
 any securities:
 
 
 
 
 
                                       -2-
<PAGE>   3
(i) that such Person or any of such Person's Affiliates or Associates, directly
or indirectly, has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (whether or not in writing) or upon the exercise
of conversion rights, exchange rights, rights, warrants or options, or
otherwise; provided, however, that a Person shall not be deemed the "Beneficial
Owner" of securities tendered pursuant to a tender or exchange offer made by
such Person or any of such Person's Affiliates or Associates until such
tendered securities are accepted for payment, purchase or exchange; (ii) that
such Person or any of such Person's Affiliates or Associates, directly or
indirectly, has the right to vote or dispose of or has "beneficial ownership"
of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations
under the Exchange Act), including without limitation pursuant to any
agreement, arrangement or understanding, whether or not in writing; provided,
however, that a Person shall not be deemed the "Beneficial Owner" of any
security under this clause (ii) as a result of an oral or written agreement,
arrangement or understanding to vote such security if such agreement,
arrangement or understanding (A) arises solely from a revocable proxy given in
response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable provisions of the General Rules and Regulations
under the Exchange Act, and (B) is not then reportable by such Person on
Schedule 13D under the Exchange Act (or any comparable or successor report); or
(iii) that are beneficially owned, directly or indirectly, by any other Person
(or any Affiliate or Associate thereof) with which such Person (or any of such
Person's Affiliates or Associates) has any agreement, arrangement or
understanding (whether or not in writing) for the purpose of acquiring,
holding, voting
 
 
 
 
 
                                       -3-
<PAGE>   4
(except pursuant to a revocable proxy as described in the proviso to clause
(ii) above) or disposing of any voting securities of the Company; provided,
however, that nothing in this Section 1(c) shall cause a Person engaged in
business as an underwriter of securities to be the "Beneficial Owner" of any
securities acquired through such Person's participation in good faith in a firm
commitment underwriting until the expiration of forty days after the date of
such acquisition.
 
                    (d)      "Board" shall mean the board of directors of the
Company.
 
                    (e)      "Change of Control" shall mean:
 
                    a.  Any Person (except the Employee, his Affiliates and
Associates, the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any Person or
entity organized, appointed or established by the Company for or pursuant to
the terms of any such employee benefit plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner in the aggregate of 20%
or more of either (i) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Company Voting Securities"), in
either case unless the members of the Company's Executive Committee in office
immediately prior to such acquisition determine within five business days of
the receipt of actual notice of such acquisition that the circumstances do not
warrant the implementation of the provisions of this Agreement; or
 
 
 
 
 
                                       -4-
<PAGE>   5
                    b.  Individuals who, as of the beginning of any twenty-four
month period, constitute the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board, provided that any individual
becoming a director subsequent to the beginning of such period whose election
or nomination for election by the Company's stockholders was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of the Directors of the Company (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act);
or
 
                    c.  Consummation by the Company of a reorganization, merger
or consolidation (a "Business Combination"), in each case, with respect to
which all or substantially all of the individuals and entities who were the
respective Beneficial Owners of the Outstanding Company Common Stock and
Company Voting Securities immediately prior to such Business Combination do
not, following such Business Combination, Beneficially Own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination in
substantially the same proportion as their ownership immediately prior to such
Business Combination of the Outstanding Company Common Stock and Company Voting
Securities, as the case may be, in any such case unless the members of the
Company's Executive Committee in office
 
 
 
 
 
                                       -5-
<PAGE>   6
immediately prior to such Business Combination determine at the time of such
Business Combination that the circumstances do not warrant the implementation
of the provisions of this Agreement; or
 
                    d.  (i) Consummation of a complete liquidation or
dissolution of the Company or (ii) sale or other disposition of all or
substantially all of the assets of the Company other than to a corporation with
respect to which, following such sale or disposition, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors is then owned beneficially, directly or
indirectly, by all or substantially all of the individuals and entities who
were the Beneficial Owners, respectively, of the Outstanding Company Common
Stock and Company Voting Securities immediately prior to such sale or
disposition in substantially the same proportion as their ownership of the
Outstanding Company Common Stock and Company Voting Securities, as the case may
be, immediately prior to such sale or disposition, in any such case unless the
members of the Company's Executive Committee in office immediately prior to
such sale or disposition determine at the time of such sale or disposition that
the circumstances do not warrant the implementation of the provisions of this
Agreement.
 
                    (f)      "Cause" shall mean 1) misappropriation of funds,
2) habitual insobriety or substance abuse, 3) conviction of a crime involving
moral turpitude, or 4) gross negligence in the performance of duties, which
gross negligence has had a material adverse effect on the business, operations,
assets, properties or financial condition of the Company.
 
 
 
 
 
                                       -6-
<PAGE>   7
                    (g)  "Good Reason Termination" shall mean a Termination of
Employment initiated by the Employee upon one or more of the following
occurrences:
 
                             (i)     any failure of the Company to comply with
                    and satisfy any of the terms of this the Agreement;
 
                             (ii)    any significant involuntary reduction of
                    the authority, duties or responsibilities held by the
                    Employee immediately prior to the Change of Control;
 
                             (iii)   any involuntary removal of the Employee
                    from the employment grade, compensation level or officer
                    positions which the Employee holds with the Company or, if
                    the Employee is employed by a Subsidiary, with a
                    Subsidiary, held by him immediately prior to the Change of
                    Control, except in connection with promotions to higher
                    office;
 
                             (iv)    any involuntary reduction in the
                    Employee's target level of annual and long-term
                    compensation as in effect immediately prior to the Change
                    of Control;
 
                             (v)      any transfer of the Employee, without his
                    express written consent, to a location which is outside the
                    King of Prussia, Pennsylvania area (or the general area in
                    which his principal place of business immediately preceding
                    the Change of Control may be located at such time if other
                    than King of Prussia, Pennsylvania) by more than fifty
                    miles, other than on a temporary basis (less than 12
                    months); and
 
                             (vi)    the Employee being required to undertake
                    business travel to
 
 
 
 
 
                                       -7-
<PAGE>   8
                    an extent substantially greater than the Employee's
                    business travel obligations immediately prior to the
                    Change of Control.
 
                    (h)      "Normal Retirement Date" shall mean the first day
of the calendar month coincident with or next following the Employee's 62nd
birthday.
 
                    (i)      "Subsidiary" shall mean any corporation in which
the Company, directly or indirectly, owns at least a 50% interest or an
unincorporated entity of which the Company, directly or indirectly, owns at
least 50% of the profits or capital interests.
 
                    (j)      "Termination Date" shall mean the date of receipt
of the Notice of Termination described in Section 2 hereof or any later date
specified therein, as the case may be.
 
                    (k)      "Termination of Employment" shall mean the
termination of the Employee's actual employment relationship with the Company.
 
                    2.       Notice of Termination.  Any Termination of
Employment following a Change of Control shall be communicated by a Notice of
Termination to the other party hereto given in accordance with Section 14
hereof.  For purposes of this Agreement, a "Notice of Termination" means a
written notice which (i) indicates the specific provision in this Agreement
relied upon, (ii) briefly summarizes the facts and circumstances deemed to
provide a basis for the Employee's Termination of Employment under the
provision so indicated, and (iii) if the Termination Date is other than the
date of receipt of such notice, specifies the Termination Date (which date
shall not be more than 15 days after the giving of such notice).
 
                    3.       Severance Compensation upon Termination.
 
 
 
 
 
                                       -8-
<PAGE>   9
                    (a)      Subject to the provisions of Section 11 hereof, in
the event of the Employee's involuntary Termination of Employment for any
reason other than Cause or in the event of a Good Reason Termination, in either
event within three years after a Change of Control, the Company shall pay to
the Employee, upon the execution of a release, in the form required by the
Company of its terminating executives prior to the Change of Control, within 15
days after the Termination Date (or as soon as possible thereafter in the event
that the procedures set forth in Section 11(b) hereof cannot be completed
within 15 days), an amount in cash equal to 2.5 times the Employee's Base
Compensation, subject to customary employment taxes and deductions.
 
                    (b)      In the event the Employee's Normal Retirement Date
would occur prior to 30 months after the Termination Date, the aggregate cash
amount determined as set forth in (a) above shall be reduced by multiplying it
by a fraction, the numerator of which shall be the number of days from the
Termination Date to the Employee's Normal Retirement Date and the denominator
of which shall be 913 days.
 
                    4.       Other Payments.  The payment due under Section 3
hereof shall be in addition to and not in lieu of any payments or benefits due
to the Employee under any other plan, policy or program of the Company, and its
Subsidiaries or Affiliates.
 
                    5.       Trust Fund.  The Company sponsors an irrevocable
trust fund pursuant to a trust agreement to hold assets to satisfy its
obligations to employees under this Agreement.  Funding of such trust fund
shall be subject to the discretion of the Company's Executive Committee, as set
forth in the agreement pursuant to which the fund has been
 
 
 
 
 
                                       -9-
<PAGE>   10
established.
 
                    6.       Enforcement.
 
                    (a)      In the event that the Company shall fail or refuse
to make payment of any amounts due the Employee under Sections 3 and 4 hereof
within the respective time periods provided therein, the Company shall pay to
the Employee, in addition to the payment of any other sums provided in this
Agreement, interest, compounded daily, on any amount remaining unpaid from the
date payment is required under Section 3 or 4, as appropriate, until paid to
the Employee, at the rate from time to time announced by Mellon Bank, N.A. as
its "prime rate" plus 1%, each change in such rate to take effect on the
effective date of the change in such prime rate.
 
                    (b)      It is the intent of the parties that the Employee
not be required to incur any expenses associated with the enforcement of his
rights under this Agreement by arbitration, litigation or other legal action
because the cost and expense thereof would substantially detract from the
benefits intended to be extended to the Employee hereunder.  Accordingly, the
Company shall pay the Employee on demand the amount necessary to reimburse the
Employee in full for all reasonable expenses (including all attorneys' fees and
legal expenses) incurred by the Employee in enforcing any of the obligations of
the Company under this Agreement.
 
                    7.       No Mitigation.  The Employee shall not be required
to mitigate the amount of any payment or benefit provided for in this Agreement
by seeking other employment or otherwise, nor shall the amount of any payment
or benefit provided for herein be reduced by any compensation earned by other
employment or otherwise.
 
 
 
 
 
                                       -10-
<PAGE>   11
                    8.       Non-exclusivity of Rights.  Nothing in this
Agreement shall prevent or limit the Employee's continuing or future
participation in or rights under any benefit, bonus, incentive or other plan or
program provided by the Company, or any of its Subsidiaries or Affiliates, and
for which the Employee may qualify.
 
                    9.       No Set-Off.  The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which the Company may have against the Employee or others.
 
                    10.      Taxes.  Any payment required under this Agreement
shall be subject to all requirements of the law with regard to the withholding
of taxes, filing, making of reports and the like, and the Company shall use its
best efforts to satisfy promptly all such requirements.
 
                    11.      Certain Reduction of Payments.
 
                    (a)      Anything in this Agreement to the contrary
notwithstanding, in the event that it shall be determined that any payment or
distribution by the Company to or for the benefit of the Employee, whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a "Payment"), would constitute an "excess parachute
payment" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), the aggregate present value of amounts payable
or distributable to or for the benefit of the Employee pursuant to this
Agreement (such payments or distributions pursuant to this Agreement are
hereinafter referred to as
 
 
 
 
 
                                       -11-
<PAGE>   12
"Agreement Payments") shall be reduced (but not below zero) to the Reduced
Amount.  The "Reduced Amount" shall be an amount expressed in present value
which maximizes the aggregate present value of Agreement Payments without
causing any Payment to be subject to the taxation under Section 4999 of the
Code.  For purposes of this Section 11, present value shall be determined in
accordance with Section 280G(d)(4) of the Code.
 
                    (b)      All determinations to be made under this Section
11 shall be made by Coopers & Lybrand (or the Company's independent public
accountant immediately prior to the Change of Control if other than Coopers &
Lybrand (the "Accounting Firm")), which firm shall provide its determinations
and any supporting calculations both to the Company and the Employee within 10
days of the Termination Date.  Any such determination by the Accounting Firm
shall be binding upon the Company and the Employee.  The Employee shall then
have the right to determine which of the Agreement Payments shall be eliminated
or reduced in order to produce the Reduced Amount in accordance with the
requirements of this Section.  Within five days after this determination, the
Company shall pay (or cause to be paid) or distribute (or cause to be
distributed) to or for the benefit of the Employee such amounts as are then due
to the Employee under this Agreement.
 
                    (c)      As a result of the uncertainty in the application
of Section 280G of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Agreement Payments, as the case
may be, will have been made by the Company which should not have been made
("Overpayment") or that additional Agreement Payments which have not been made
by the Company could have been made ("Underpayment"), in each case, consistent
with the calculations required to be made
 
 
 
 
 
                                       -12-
<PAGE>   13
hereunder.  Within two years after the Termination of Employment, the
Accounting Firm shall review the determination made by it pursuant to the
preceding paragraph and the Company shall cooperate and provide all information
necessary for such review.  In the event that the Accounting Firm determines
that an Overpayment has been made, any such Overpayment shall be treated for
all purposes as a loan to the Employee which the Employee shall repay to the
Company together with interest from the date of payment under this Agreement at
the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the
"Federal Rate"); provided, however, that no amount shall be payable by the
Employee to the Company if and to the extent such payment would not reduce the
amount which is subject to taxation under Section 4999 of the Code.  In the
event that the Accounting Firm determines that an Underpayment has occurred,
any such Underpayment shall be promptly paid by the Company to or for the
benefit of the Employee together with interest from the date of payment under
this Agreement at the Federal Rate.
 
                    (d)      All of the fees and expenses of the Accounting
Firm in performing the determinations referred to in subsections (b) and (c)
above shall be borne solely by the Company.  The Company agrees to indemnify
and hold harmless the Accounting Firm of and from any and all claims, damages
and expenses resulting from or relating to its determinations pursuant to
subsections (b) and (c) above, except for claims, damages or expenses resulting
from the gross negligence or willful misconduct of the Accounting Firm.
 
                    12.      Term of Agreement.  The term of this Agreement
shall be for five years from the date hereof and shall be automatically renewed
for successive one-year periods unless the Company notifies the Employee in
writing that this Agreement will not
 
 
 
 
 
                                       -13-
<PAGE>   14
be renewed at least sixty days prior to the end of the current term; provided,
however, that (i) after a Change of Control during the term of this Agreement,
this Agreement shall remain in effect until all of the obligations of the
parties hereunder are satisfied or have expired, and (ii) this Agreement shall
terminate if, prior to a Change of Control, the employment of the Employee with
the Company or any of its Subsidiaries, as the case may be, shall terminate for
any reason.
 
                    13.      Successor Company.  The Company shall require any
successor or successors (whether direct or indirect, by purchase, merger or
otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance satisfactory to the Employee, to
acknowledge expressly that this Agreement is binding upon and enforceable
against the Company in accordance with the terms hereof, and to become jointly
and severally obligated with the Company to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession or successions had taken place.  Failure of the Company to
notify the Employee in writing as to such successorship, to provide the
Employee the opportunity to review and agree to the successor's assumption of
this Agreement or to obtain such agreement prior to the effectiveness of any
such succession shall be a breach of this Agreement.  As used in this
Agreement, the Company shall mean the Company as hereinbefore defined and any
such successor or successors to its business and/or assets, jointly and
severally.
 
                    14.      Notice.  All notices and other communications
required or permitted hereunder or necessary or convenient in connection
herewith shall be in writing and shall
 
 
 
 
 
                                       -14-
<PAGE>   15
be delivered personally or mailed by registered or certified mail, return
receipt requested, or by overnight express courier service, as follows:
 
                    If to the Company, to:
 
                             UGI Corporation
                             460 North Gulph Road
                             King of Prussia, PA 19406
                             Attention:  Corporate Secretary
 
                    If to the Employee, to:
 
                             9147 Green Tree Road
                             Philadelphia, PA  19118
 
or to such other names or addresses as the Company or the Employee, as the case
may be, shall designate by notice to the other party hereto in the manner
specified in this Section; provided, however, that if no such notice is given
by the Company following a Change of Control, notice at the last address of the
Company or to any successor pursuant to Section 13 hereof shall be deemed
sufficient for the purposes hereof.  Any such notice shall be deemed delivered
and effective when received in the case of personal delivery, five days after
deposit, postage prepaid, with the U.S. Postal Service in the case of
registered or certified mail, or on the next business day in the case of
overnight express courier service.
 
                    15       Governing Law.  This Agreement shall be governed
by and interpreted under the laws of the Commonwealth of Pennsylvania without
giving effect to any conflict of laws provisions.
 
                    16.      Contents of Agreement, Amendment and Assignment.
This Agreement supersedes all prior agreements, sets forth the entire
understanding between the parties hereto with respect to the subject matter
hereof and cannot be changed, modified,
 
 
 
 
 
                                       -15-
<PAGE>   16
extended or terminated except upon written amendment executed by the Employee
and the Company's Chair of the Executive Committee. The provisions of this
Agreement may require a variance from the terms and conditions of certain
compensation or bonus plans under circumstances where such plans would not
provide for payment thereof in order to obtain the maximum benefits for the
Employee.  It is the specific intention of the parties that the provisions of
this Agreement shall supersede any provisions to the contrary in such plans,
and such plans shall be deemed to have been amended to correspond with this
Agreement without further action by the Company or the Board.
 
                    17.      No Right to Continued Employment.  Nothing in this
Agreement shall be construed as giving the Employee any right to be retained in
the employ of the Company.
 
                    18.      Successors and Assigns.  All of the terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the respective heirs, representatives, successors and
assigns of the parties hereto, except that the duties and responsibilities of
the Employee and the Company hereunder shall not be assignable in whole or in
part.
 
                    19.      Severability.  If any provision of this Agreement
or application thereof to anyone or under any circumstances shall be determined
to be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions or applications of this Agreement which can be
given effect without the invalid or unenforceable provision or application.
 
                    20.      Remedies Cumulative; No Waiver.  No right
conferred upon the Employee by this Agreement is intended to be exclusive of
any other right or remedy, and
 
 
 
 
 
                                       -16-
<PAGE>   17
each and every such right or remedy shall be cumulative and shall be in
addition to any other right or remedy given hereunder or now or hereafter
existing at law or in equity.  No delay or omission by the Employee in
exercising any right, remedy or power hereunder or existing at law or in equity
shall be construed as a waiver thereof.
 
                    21.      Miscellaneous.  All section headings are for
convenience only.  This Agreement may be executed in several counterparts, each
of which is an original.  It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any of the other
counterparts.
 
                    22.      Arbitration.  In the event of any dispute under
the provisions of this Agreement other than a dispute in which the sole relief
sought is an equitable remedy such as an injunction, the parties shall be
required to have the dispute, controversy or claim settled by arbitration in
King of Prussia, Pennsylvania, in accordance with the commercial arbitration
rules then in effect of the American Arbitration Association, before one
arbitrator who shall be an executive officer or former executive officer of a
publicly traded corporation, selected by the parties.  Any award entered by the
arbitrator shall be final, binding and nonappealable and judgment may be
entered thereon by either party in accordance with applicable law in any court
of competent jurisdiction.  This arbitration provision shall be specifically
enforceable.  The arbitrator shall have no authority to modify any provision of
this Agreement or to award a remedy for a dispute involving this Agreement
other than a benefit specifically provided under or by virtue of the Agreement.
The Company shall be responsible for all of the fees of the American
Arbitration Association and the arbitrator and any expenses relating to the
conduct of the arbitration (including reasonable attorneys' fees and expenses).
 
 
 
 
 
                                       -17-
<PAGE>   18
                    IN WITNESS WHEREOF, the undersigned, intending to be
legally bound, have executed this Agreement as of the date first above written.
 
 
ATTEST:
    [Seal]                             UGI CORPORATION
 
 
                                       By
- ------------------------                  ------------------------
    Secretary                             
 
 
 
- ------------------------               ---------------------------

Witness                                       Lon R. Greenberg