FOR NONEMPLOYEE DIRECTORS
a. Each director continuing in office after the Annual Meeting of Shareholders, effective as of the day of the
Annual Meeting, shall be granted the right and option to purchase up to 2,000 shares of Common Stock of Air
Products and Chemicals, Inc. under the Stock Option Program for Directors (formerly the Stock Option Plan for
Directors) which is provided under the Air Products and Chemicals, Inc. Long-Term Incentive Plan (the "Plan").
b. Each director shall be paid an annual retainer of $37,000 for serving as a member of the Board of Directors
and any Board Committee(s), which retainer shall be payable in quarterly installments. Fifty percent of this
retainer will be paid by the Company in the form of a credit to the directors' Air Products Stock Account under
the Deferred Compensation Program for Directors (formerly the Deferred Compensation Plan for Directors) and
converted to deferred stock units under the Plan.
c. Each director who serves as the Chairman of a Board Committee shall be paid an additional annual retainer of
$5,000, which retainer shall be payable in quarterly installments.
d. Each director shall be paid a meeting fee of $1,250 per meeting attended.*/
e. One thousand one hundred deferred stock units shall be credited under the Plan's Air Products Stock Account
(i) effective as of the date the director first serves on the Board, and (ii) annually, notwithstanding the date of first
service, for directors continuing in office after the Annual Meeting of Shareholders effective as of the day of the
f. Directors shall be reimbursed for out-of-pocket expenses incurred in attending regular and special meetings of
the Board and Board Committees and any other business function of the Company at the request of the
Chairman of the Board. Expenses will be reimbursed as submitted.**/
*/ For purposes of administering these provisions, a director will be considered to have attended any meeting for