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.3 Amended Supplementary Savings Plan

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AIR PRODUCTS AND CHEMICALS, INC.
SUPPLEMENTARY SAVINGS PLAN
As Amended and Restated Effective as of April 1, 1998


Reflecting Amendments through September 30, 2002


AIR PRODUCTS AND CHEMICALS, INC.
SUPPLEMENTARY SAVINGS PLAN


TABLE OF CONTENTS


Article and Section Number(s) Title Page - ----------- ----- ----


Preamble............................................... 1


Article 1 Purpose of the Plan.................................... 2
Section 1.1 Purpose................................................ 2


Article 2 Definitions............................................ 3
Section 2.1 Definitions............................................ 3
(a) Annual Incentive Plan............................. 3
(b) Annual Salary..................................... 3
(c) Beneficiary....................................... 4
(d) Board ............................................ 4
(e) Cash Savings Account.............................. 5
(f) Code ............................................ 5
(g) Committee......................................... 5
(h) Common Stock...................................... 5
(i) Company........................................... 5
(j) Company Matching Contributions.................... 5
(k) Company Stock Account............................. 5
(l) Deferral Election................................. 5
(m) Distribution Event................................ 5
(n) Effective Date.................................... 6
(o) Elective Deferrals................................ 6
(p) Employee.......................................... 6
(q) Employee Contributions............................ 6
(r) Employer.......................................... 6
(s) ERISA ............................................ 6
(t) Matching Credits.................................. 7
(u) Participant....................................... 7
(v) Plan ............................................ 7
(w) Plan Administrator................................ 7
(x) Plan Year......................................... 7
(y) Savings Plan...................................... 7
(z) Supplementary Savings Account..................... 8
(aa) Tax Limitations................................... 8


Section 2.2 Gender and Number...................................... 8


i


Article 3 Participation and Deferral Elections................... 9
Section 3.1 Participation.......................................... 9
Section 3.2 Deferral Elections..................................... 10


Article 4 Accounting and Valuation............................... 12
Section 4.1 Accounting for Elective Deferrals, Matching Credits,
and Earnings.......................................... 12
Section 4.2 Company Stock Account.................................. 13
Section 4.3 Statements to Participants............................. 14


Article 5 Vesting and Distribution............................... 15
Section 5.1 Vesting................................................ 15
Section 5.2 Eligibility for Distribution........................... 15
(a) Distribution Event..................................... 15
(b) Death ................................................. 15
(c) Tax Withholding........................................ 15
Section 5.3 Form of Payment and Commencement
Of Distribution to Participants....................... 16
(a) Form and Manner of Payment to a Participant....... 16
(b) Distribution to a Participant..................... 16
(c) Electing and Changing the Form or
Time of Commencement.............................. 17
(d) Cash Out of Small Accounts........................ 18


Article 6 Administration......................................... 19
Section 6.1 Plan Administration and Interpretation................. 19
Section 6.2 Claim and Appeal Procedure............................. 19
(a) Claim Procedure................................... 19
(b) Appeal Procedure.................................. 20


Article 7 Funding................................................ 22
Section 7.1 Benefits Unfunded...................................... 22
Section 7.2 Non-qualified Plan..................................... 22
Section 7.3 ERISA.................................................. 22


Article 8 Amendment and Termination.............................. 24
Section 8.1 Amendment and Termination.............................. 24


Article 9 General Provisions..................................... 25
Section 9.1 Non-alienation of Benefits............................. 25
Section 9.2 Contractual Obligations................................ 25
Section 9.3 No Employment Rights................................... 26
Section 9.4 Minor or Incompetent................................... 26
Section 9.5 Unclaimed Amounts...................................... 26
Section 9.6 Payee Unknown.......................................... 27
Section 9.7 Illegal or Invalid Provision........................... 27
Section 9.8 Governing Law and Headings............................. 27
Section 9.9 Liability Limitation................................... 27
Section 9.10 Notices................................................ 28
Section 9.11 Entire Agreement....................................... 28
Section 9.12 Binding Effect......................................... 28


ii


AIR PRODUCTS AND CHEMICALS, INC.
SUPPLEMENTARY SAVINGS PLAN
As Amended and Restated Effective as of April 1, 1998
Reflecting Amendments through September 30, 2002


Preamble
--------


WHEREAS, Air Products and Chemicals, Inc. (the "Company") established effective October 1, 1983, a nonqualified savings plan (the "Plan") for employees whose participation in the Air Products and Chemicals, Inc. Retirement Savings and Stock Ownership Plan ("the Savings Plan") is limited (as defined herein) due to provisions of the Internal Revenue Code (the "Code"), which Plan was thereafter amended and restated effective as of January 1, 1987 and October 1, 1989; and


WHEREAS, the Company now wishes to restate the Plan, effective as of April 1, 1998, to clarify certain provisions, to add language to make the Plan conform more closely to the terms of the Savings Plan, to delete outdated references, and to incorporate amendments made through September 30, 2002;


NOW, THEREFORE, the Air Products and Chemicals, Inc. Supplementary Savings Plan is hereby amended and restated effective as of April 1, 1998, as set forth herein. The rights and benefits, if any, of a former participant shall be determined in accordance with the provisions of the Plan in effect on the date of his or her separation from service with the Company and all Employers.


Article 1


Purpose of the Plan


Section 1.1 Purpose. This Plan is a non-qualified, unfunded employee
----------- ------- benefit plan which was established to permit participants in the Savings Plan whose participation therein is limited by Code Sections 401(a), 415, 402(g) or 401(a)(17), or administrative procedures adopted by the Savings Plan Administrator to comply with such Code sections, (collectively, the "Tax Limitations") to obtain certain benefits which would have been available under the Savings Plan had such Tax Limitations not applied. The Plan thereby supplements the benefits payable to such participants under the Savings Plan.


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Article 2


Definitions


Section 2.1. Definitions. Except as specifically provided herein, all
----------- ----------- capitalized terms shall have the meaning provided in the Savings Plan. As used herein, the following terms shall have the following meanings, unless the context clearly indicates otherwise:


(a) "Annual Incentive Plan" shall mean the Air Products and Chemicals, Inc. 1997 Annual Incentive Plan adopted by the stockholders, as amended from time to time.


(b) "Annual Salary" shall mean the total annual salary of an Employee which would be payable by the Company or an Employer if the Employee made no Deferral Election under the Plan or any similar deferral election under the Savings Plan or other deferred compensation or cafeteria plan, excluding:


(1) Discretionary bonuses or grants, including, without limitation,
awards under the Annual Incentive Plan, income howsoever derived from the
granting of stock options or other stock awards, scholastic aid, or
payments and awards for suggestions and patentable inventions, other merit
awards, expense allowances, and noncash compensation (including imputed
income);


(2) Matching Credits under this Plan and Company Matching
Contributions under the Savings Plan; accruals or distributions under the
Savings Plan and this Plan; and payments, accruals, and distributions under
any


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severance or incentive plan or other retirement, pension, or
profit-sharing plan of the Company or an Employer;


(3) Overtime payments, shift premium payments, commissions, mileage,
and payments in lieu of vacation by the Company or an Employer; and


(4) All supplemental compensation from the Company or an Employer for
domestic and overseas assignments, including without limitation, premium
pay, cost of living and relocation allowances, mortgage interest allowances
and forgiveness, tax-equalization payments, and other emoluments of such
service.


(c) "Beneficiary" shall mean the person(s), trust(s), or other recipient(s) who would be entitled to receive the balance of a Participant's accounts, if any, under the Savings Plan following the Participant's death unless the Participant designates in writing, on a form supplied by the Plan Administrator, different person(s), trust(s), or other recipient(s) to receive the balance of the Participant's Supplementary Savings Account in the event of such Participant's death and such designated Beneficiary survives the Participant. Any such designation may be revoked or changed by the Participant at any time and from time to time prior to death without the consent of any prior Beneficiary, except as provided in the next sentence. The designation of a person other than the Participant's spouse as Beneficiary shall be ineffective unless made with the consent of the Participant's spouse under the same terms and conditions which are applicable to such designations of beneficiaries under the Savings Plan.


(d) "Board" shall mean the board of directors of the Company or the Management Development and Compensation Committee of the board of directors of the Company or another committee thereof duly appointed by such Board to exercise and carry out the authority and responsibilities of the Board under the Plan.


- 4 -


(e) "Cash Savings Account" shall mean a Participant's sub-account to which dollar denominated amounts are credited as described in Section 4.1 below.


(f) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.


(g) "Committee" shall mean the Committee designated in accordance with the provisions of Article 6 hereof to administer the Plan.


(h) "Common Stock" shall mean common stock of the Company.


(i) "Company" shall mean Air Products and Chemicals, Inc. and any successor thereto by merger, purchase, or otherwise.


(j) "Company Matching Contributions" shall mean Company Matching Contributions made on behalf of a Participant under, and as defined in, the Savings Plan.


(k) "Company Stock Account" shall mean a Participant's sub-account to which company stock units are credited as described in Section 4.2 below.


(l) "Deferral Election" shall mean an election made by an Employee described in Section 3.2.


(m) "Distribution Event" shall mean an event other than death pursuant to which a Participant can become entitled to receive a distribution under the Savings Plan, as determined under Section 2.19 of the Savings Plan or any successor provision thereto.


- 5 -


(n) "Effective Date" shall mean, as to the Company, April 1, 1998; and as to any other Employer, the later of April 1, 1998 or the date as of which the Savings Plan initially becomes effective for Employees of the Employer.


(o) "Elective Deferrals" shall mean the deferrals under the Plan of all or a portion of each periodic installment of a Participant's Annual Salary pursuant to the Participant's Deferral Election.


(p) "Employee" shall mean any person designated by the Plan Administrator who is in the employ of the Company or an Employer, who is a member of a select group of management or highly compensated employees of the Company or an Employer, who participates in or who is eligible to participate in the Savings Plan, and whose participation in the Savings Plan is limited by the Tax Limitations. The Plan Administrator will make the determination of who is an Employee in his sole discretion, and an employee will be notified by the Plan Administrator of his status as an Employee hereunder. Notwithstanding the above, on or after August 1, 2001, Employee shall mean any employee of the Company or an Employer who is a participant in the Annual Incentive Plan.


(q) "Employee Contributions" shall mean Before-Tax Contributions and After-Tax Contributions to the Savings Plan.


(r) "Employer" shall mean each subsidiary of the Company, some or all of whose employees are participants in the Savings Plan, either collectively, or separately as to its Employees, as the context requires.


(s) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.


- 6 -


(t) "Matching Credits" shall mean the amounts credited to a Participant's Supplementary Savings Account as of the last day of each calendar month pursuant to Section 4.1(b) representing Company Matching Contributions that would have been made to the Savings Plan on Participant's behalf if the Participant's participation in the Savings Plan were not limited.


(u) "Participant" shall mean an Employee who is either (a) making Elective Deferrals under the Plan, or (b) is not making Elective Deferrals but has a balance in his Supplementary Savings Account.


(v) "Plan" shall mean the Air Products and Chemicals, Inc. Supplementary Savings Plan, as set forth herein and as amended and in effect from time to time hereafter.


(w) "Plan Administrator" shall mean the Director of Compensation and Benefits of the Company, or any successor to such position and any person to whom the Plan Administrator delegates any of his responsibilities hereunder with respect to such delegated responsibilities.


(x) "Plan Year" shall mean the twelve-month period beginning on October 1 of each calendar year and ending on September 30 of the following calendar year. A Plan Year shall b
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