AIR PRODUCTS AND CHEMICALS, INC.
1997 Annual Incentive Plan
As Amended and Restated Effective October 1, 1996
1. PURPOSES OF THE PLAN
The purposes of this Plan are to attract, motivate and retain high caliber people and to provide meaningful
individual and group incentives within Air Products and Chemicals, Inc. (the "Company") and Participating
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Management Development and Compensation Committee (the
"Committee") of the Company's Board of Directors or such other committee thereof consisting of such members
(not less than three) of the Board of Directors as are appointed from time to time by the Board and who are not
eligible and have not been eligible within a period of one year prior to the date of such appointment to receive any
award under this Plan.
The Committee shall have all necessary powers to administer and interpret the Plan, such powers to include
exclusive authority (within the limitations described in the Plan) to select the employees to whom awards will be
granted under the Plan and determine the amount of any award to be made to any employee. In order to assist it
in selecting employees and determining the amount of any award to be given to each employee selected, as
aforesaid, the Committee may take into consideration recommendations from the appropriate officers of the
Company and of each Participating Subsidiary with respect to awards to be given to eligible employees of the
Company and of each such Participating Subsidiary, respectively.
The Committee shall have full power and authority to adopt such rules, regulations and instruments for the
administration of the Plan and for the conduct of its business as the Committee deems necessary or advisable.
The Committee's interpretations of the Plan, and all action taken and determinations made by the Committee
pursuant to the powers vested in it hereunder, shall be conclusive and binding on all parties concerned, includin