**Exhibit 4.1**

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**THE BOC GROUP plc**

Directors’ service contracts and letters    of appointment.

| **Party**                                                             | **Date of contract/letter**                        |
|-----------------------------------------------------------------------|----------------------------------------------------|
|                                                                  |                                               |
| John Bevan, chief executive,        Process Gas Solutions             | 5 December 2002*                                   |
|                                                                  |                                               |
| Andrew Bonfield, non-executive        director                        | 20 May 2003*                                       |
|                                                                  |                                               |
| Guy Dawson, non-executive        director                             | 23 February 2004**                                 |
|                                                                  |                                               |
| Alan Ferguson, group finance        director                          | 5 May 2005, as amended        15 November 2005     |
|                                                                  |                                               |
| Anthony Eric Isaac, chief        executive                            | 19 November 2002*, as        amended 1 June 2004** |
|                                                                  |                                               |
| Rob Margetts, chairman                                                | 14 January 2005                                    |
|                                                                  |                                               |
| Kent Masters, chief executive,        Industrial and Special Products | 11 March 2005                                      |
|                                                                  |                                               |
| Rebecca McDonald, non-executive        director                       | 20 June 2005                                       |
|                                                                  |                                               |
| Matthew Miau, non-executive        director                           | 23 January 2005                                    |
|                                                                  |                                               |
| Christopher O’Donnell,        non-executive director            | 11 May 2004**                                      |
|                                                                  |                                               |
| Krishnamurthy Rajagopal,        chief executive, BOC Edwards          | 1 May 1999, as amended        22 November 2002*    |
|                                                                  |                                               |
| Anne Quinn, non-executive        director                             | 13 April 2004**                                    |

|  |
|--|

|   | *      Incorporated          by reference to our annual report on Form 20-F (No. 0-10906) for the          year ended September 30, 2003 filed with the Commission on December          10, 2003. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **      Incorporated          by reference to our annual report on Form 20-F (No. 0-10906) for the          year ended September 30, 2004 filed with the Commission on December          6, 2004. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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15th November, 2005

**Strictly Addressee Only**

Dear Alan,

Following our recent discussions,      I am pleased that we have reached agreement over your pension provision.      To give effect to this we are issuing a revised Employment Contract. For      completeness, we have also set out in this letter the provisions that were      included in your original offer letter, some of which are not contained      within the Employment Contract. For the avoidance of doubt this letter      together with the Employment Contract dated 15 November 2005 replaces all      previous letters and contracts issued to you by BOC.

Your position is that of Group      Finance Director, reporting to me. This is an executive level role and      you are a member of the Board of The BOC Group plc and BOC’s Executive      Management Board (EMB). You are based at our offices in Windlesham and      your start date was 15 September 2005.

You are employed under the      provisions of this letter and the enclosed Employment Contract with effect      from your start date. Your annual salary will be £430,000 per annum      and will next be reviewed on 1 January 2006.

You will be eligible to participate      in the Group Variable Compensation Plan (VCP), which provides the opportunity      to earn up to 160% of your base salary for the achievement of stretching      business and personal performance objectives. One third of your VCP will      be deferred into the Share Matching Plan (details of this scheme have already      been sent to you).

In respect of your pension      arrangements, you have decided not to participate in the BOC Retirement      Savings Plan, but payments in respect of pension are set out in Clause      (8) of your employment contract. 

Although you have decided      not to participate in the BOC Retirement Plan, you will nevertheless be      covered for lump-sum death-in-service benefit. This Plan is currently insured      externally and the premiums paid by the Company count as a benefit-in-kind      for tax purposes. However any benefit which becomes payable is then not      subject to tax. 

 

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The Company operates a Long      Term Incentive Plan and you will be eligible to participate in any awards      under these arrangements at the discretion of the Board. Long Term Incentive      awards are normally considered in November of each year. At the last grant,      executive main board members received face value of shares equivalent to      150% of salary under the plan. You will receive an equivalent grant in      November 2005. You have already received the rules of our LTIP plan.

I am pleased to confirm the      following arrangements that were proposed to assist your recruitment to      BOC. 

You have received a special      award of shares under the LTIP based on 200% of your base salary upon joining      the Group in September. This award is subject to the performance conditions      as determined for the Group LTIP award made in November 2004. The award      will vest in November 2007 and you will receive a distribution of shares      equivalent of up to two-thirds of the grant, subject to the achievement      of performance conditions.

Upon commencing employment      with the Group you received a special grant of restricted shares in The      BOC Group plc, to the value of £550,000. Two thirds of this award      will vest in March 2006. The remaining shares will vest in March 2007. 

You will remain eligible for      the special award of shares (the LTIP) and the special grant of restricted      shares in the event that the company terminates your employment for any      reason other than summary dismissal within the terms of Clause 17 of the      Employment Contract.

The position carries with      it the provision of a car allowance under the myCar@BOC scheme. Under this      scheme cars are owned by employees. This removes the taxation that is associated      with company cars. This has been confirmed by the Inland Revenue under      current legislation.

You will receive a gross car      allowance of £1,340 per month. BOC may vary its car scheme and the      level of the monthly allowance, and such variations may include a change      to the way that the car benefit is provided.

You may decide to opt out      of the scheme by simply taking the car allowance as a cash payment and      not ordering a car under the BOC facilitated scheme.

You have already received      a CD-rom that includes the myCar@BOC policy, Business mileage policy, guide      to on-line ordering, budget calculator and car list.

You and your family will become      eligible for free cover under the private medical insurance scheme run      by PPP, details of which have already been sent to you.

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This letter forms part of      your overall contract and clause 24 of the contract should be read accordingly.

Please indicate your acceptance      this offer by signing and returning one copy of this letter and one copy      of the Employment Contract to me.

Yours sincerely

/s/ A E Isaac  A E Isaac  Chief Executive

I confirm that I have read      and understood this letter and I accept the terms and conditions contained      in this letter and in the attached Employment Contract dated 15 November      2005.

| Signed |   | /s/ A M Ferguson |
|--------|--------|------------------|
|   |   | A M Ferguson     |
|   |   |             |
| Dated  |   | 15/11/05         |

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**DATED 5 May 2005**

**Amended 15 November 2005**

**THE BOC GROUP PLC**

**AND**

**EMPLOYMENT CONTRACT**

 

**TABLE  OF CONTENTS**
    **PAGE****SECTION              1** **2****THE              KEY TERMS** **2**   **SECTION              2** **4****PART              A**  **4****DEFINITIONS** **4****PART              B** **6****MAIN              NON-MONETARY TERMS** **6****1.** **JOB              TITLE, NORMAL HOURS OF WORK, NORMAL PLACE OF WORK AND START OF              EMPLOYMENT** **6****2.** **DUTIES** **6****3.** **OTHER              INTERESTS** **7****PART              C** **8****BENEFITS** **8****4.** **SALARY** **8****5.** **BONUS              AND INCENTIVES** **8****6.** **SHARE              SCHEMES** **8****7.** **CAR** **9****8.** **PENSION** **9****9.** **EXPENSES** **9****10.** **HOLIDAYS              AND HOLIDAY PAY** **9****11.** **SICKNESS              AND SICK PAY** **10****PART              D** **11****CONFIDENTIALITY              AND INTELLECTUAL PROPERTY** **11****12.** **CONFIDENTIALITY** **11****13.** **INTELLECTUAL              PROPERTY RIGHTS** **11****PART              E** **14****TERMINATION              OF EMPLOYMENT** **14****14.** **NOTICE              AND PAYMENT IN LIEU OF NOTICE** **14****15.** **GARDEN              LEAVE AND SUSPENSION** **15****16.** **DISMISSAL              ON SHORT NOTICE** **15****17.** **DISMISSAL              WITHOUT NOTICE** **16****18.** **RETIREMENT** **16****PART              F** **17****AFTER              TERMINATION OF EMPLOYMENT / WHILST ON GARDEN LEAVE** **17****19.** **RETURN              OF PROPERTY; RESIGNATIONS FROM OFFICE; TRANSFER OF SHARES** **17****20.** **RESTRICTIONS** **17****PART              G**  **OTHER              MATTERS** **20****21.** **DIRECTORSHIP** **20****22.** **DISCIPLINE              AND GRIEVANCE** **20****23.** **NOTICES** **20****24.** **OTHER              AGREEMENTS** **20****25.** **COLLECTIVE              AGREEMENTS** **21****26.** **DATA              PROTECTION** **21****27.** **GOVERNING              LAW** **21**
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**EMPLOYMENT CONTRACT**

**SECTION 1**

**THE KEY TERMS**  (to be read in conjunction with Section 2 and Schedule 1)

The terms and conditions contained      in this Section 1, together with those contained in Section 2 and Schedule      1, outline the main terms and conditions of your employment and contain      the particulars required by the Employment Rights Act 1996.
Employer: The BOC Group plc, a          company incorporated under the laws of England and Wales with registered          number 22096 and with registered office Chertsey Road, Windlesham,          Surrey GU20 6HJ (where we refer to The BOC Group plc in this contract          we will use the “Company”, “we”, “us” or “our”).   Employee:  (where we refer to you          as the employee we will use “you” or “your”).   Job Title:(Clause 1) Group Finance Director,          or such other title as we may from time to time reasonably assign to          you.   Effective Date:     (Clause 1) To be confirmed, but          no later than the 30th September 2005   Start Date of Continuous          Employment:(Clause 1) To be confirmed, but          no later than the 30th September 2005   Normal place of work:(Clause 1) The Company’s offices          in Windlesham, Surrey, UK or at such other location as we may from          time to time require.   Normal hours of work:(Clause 1) 37.5 per week   Line Manager:(Clause 2) Mr A E Isaac, Chief Executive   Base Salary:(Clause 4) £430,000 per annum   Share Schemes:(Clause 6) You will be eligible          to participate in the BOC Long Term Incentive Plan and the BOC Share          Matching Plan and any other applicable share or share incentive schemes          from time to time in place in accordance with the rules of such schemes.   Pension:(Clause 8) You have decided not          to participate in the BOC Retirement Savings Plan, but payments in          respect of pension are set out in Clause 8   Holiday:(Clause 10) 25 days per calendar          year.
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Notice Period:(Clause 14) When given by the Company:          12 months. When given by you: 6 months.   Normal Retirement Age: (Clause 18) 60 years
Additional company policies      and procedures from time to time are set out and available to you on our      Intranet site. The policies and procedures do not form part of your contract      of employment. However, you are expected to comply with such policies and      procedures to the extent that they apply to you.

If there is any conflict between      this Agreement and any policy or procedure, this Agreement will take priority.

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**SECTION 2**

**PART A**

**DEFINITIONS**

In this Section 2:
•**“Board”** means          our board of directors from time to time;  •**“Business”** means          our business or businesses or those of any company in the Group in          or with which you have been involved or concerned at any time during          the period of 12 months prior to the Restriction Date;  •**“Company Works”** means          all Works authored, originated, conceived, written or made by you alone          or with others (except only those Works which are authored, originated,          conceived, written or made by you wholly outside the course of your          employment);  •**“directly or indirectly”** means          you acting either alone or jointly with or on behalf of any other person,          firm or company, whether as principal, partner, manager, executive,          employee, contractor, director, consultant, investor or otherwise;  •**“Group”** means          the Company and any company which is from time to time an associated          company of the Company. In this definition “**associated company**” means          any subsidiary or a holding company of the Company or a subsidiary          (other than the Company) of a holding company of the Company, and “**subsidiary**” and “**holding          company**” have the same meanings as in section 736 of the          Companies Act 1985;  •**“Intellectual Property Rights”** means          any and all patents, trade marks, signs and services marks, rights          in designs, trade or business names or signs, copyrights, database          rights and topography rights (whether or not any of these is registered          and including applications for registration of any such thing) and          all rights or forms of protection of a similar nature or having equivalent          or similar effect to any of these which may exist anywhere in the world;  •**“Key Personnel”** means          any person who is at the Restriction Date, or was at any time during          the period of 12 months prior to the Restriction Date, employed or          engaged in the Business in an executive capacity and with whom you          had material contact during that time;  •**“Prospective Customer”** means          any person, firm or company who has been engaged in negotiations, with          which you have been personally involved, with us or a company in the          Group with a view to purchasing goods and services from us or any company          in the Group in the period of 12 months prior to the Restriction Date;  •**“Relevant Customer”** means          any person, firm or company who at any time during the 12 months prior          to the Restriction Date was a customer or client of ours or any company          in the Group, with whom or which you dealt directly or for whom or          which you were responsible on behalf of us or any company in the Group          at any time during that period;  •**“Relevant Goods or Services”** means          any goods or services competitive with those supplied by us or by any          company in the Group in our, or in its, capacity as a gases business,          at any time during the 12 months prior to the Restriction Date in the          supply of which you were involved or concerned at any time during that          period;
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•**“Relevant Period”** means:  (i)for the purposes of Clause 20.1,          the period of 6 months from the Restriction Date; and   (ii)for the purposes of Clauses 20.2          and 20.3, the period of 12 months from the Restriction Date;   •**“Relevant Supplier”** means          any person, firm or company who at any time during the 12 months prior          to the Restriction Date was a supplier of any goods or services (other          than utilities and goods or services supplied for administrative purposes)          to us or any company in the Group and with whom or which you had personal          dealings during your employment other than in a minimal way;  •**“Restriction Date”** means          the earlier of the Termination Date and the start of any period of          Garden Leave;  •**“Termination Date”** means          the date on which your employment terminates; and  •**“Works”** means          all works, designs, innovations, inventions, improvements, processes,          get-up, trade marks and trade names.
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**PART B**

**MAIN NON-MONETARY          TERMS**
**1.****Job Title, normal hours of work,            normal place of work and start of employment**   Your Job Title is specified          in the Key Terms.   Your normal working hours          are specified in the Key Terms. However, you are required to work such          additional hours as are reasonably necessary for the proper performance          of your duties. You will not be paid for any hours worked in excess          of your normal working hours.   Your normal place of          work is specified in the Key Terms. You will travel to such places          inside or outside the United Kingdom as we may from time to time reasonably          require, but you will not be obliged to reside or work outside the          United Kingdom for a continuous period in excess of one month.   The nature of your work          is such that your working time cannot be measured or predetermined          by us or can be determined by you. As such, the limit to working time          of 48 hours per week on average will not apply to you.   Your employment under          the terms of this Agreement begins or began on the Effective Date set          out in the Key Terms.   Your Start Date of Continuous          Employment is set out in the Key Terms.  **2.****Duties**   Your role, powers and          duties will be those which the Board may from time to time properly          assign to you, and you will report to the Line Manager specified in          the Key Terms. You may be required to carry out additional duties or          alternative, comparable roles either for us or the Group and either          on a temporary or a permanent basis without additional remuneration.   During your employment          you will:  (a)faithfully and diligently and to          the best of your ability exercise such powers and perform such duties          as the Board may require, and comply with all limitations, rules and          regulations the Board may notify to you;   (b)at all times endeavour to promote          the interests and reputation of the Group;   (c)subject to any consent given by us          under Clause 3 below, devote the whole of your time, attention and          ability to your duties; and   (d)at all times keep us fully informed          (in writing if so requested) of your conduct of our business or affairs          and provide such explanations as we may require.
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**3.****Other interests**   During your employment          you will not, without first obtaining our written consent (and we will          not unreasonably withhold our consent):  (a)undertake any other business or occupation;          or   (b)become a director, employee or agent          of any other company or firm or person; or   (c)hold a direct or indirect interest          in any supplier or customer of any company in the Group; or   (d)hold an interest in any other company          or firm other than a shareholding in any company in the Group or a          shareholding not exceeding 5% in a company listed on a recognised stock          exchange unless we require you not to do so in any particular case          on the ground that such other company is or may be carrying on a business          competing or tending to compete with any business of the Group.   During your employment          you will not knowingly deal directly or indirectly in any shares of          the Company or any company in the Group except in accordance with our          Guide for Dealing in the Securities of The BOC Group plc for Directors          and Designated Employees from time to time, which is set out and available          to you on our intranet site.
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**PART C**

**BENEFITS**
**4.****Salary**   We will pay your Base          Salary as set out in the Key Terms less tax, National Insurance contributions          and any other withholdings or deductions required by law or agreed          in advance.   Your Base Salary accrues          from day to day and we will pay this in equal instalments monthly in          arrears direct to an account nominated by you.   Your Base Salary includes          any fees or remuneration to which you may be entitled as a director,          nominee or representative of the Company or any company in the Group.   Although we are not obliged          to increase your Base Salary, it will be reviewed annually on 1 January          and from time to time.   By signing this agreement          you hereby authorise us to deduct from your Base Salary any sums due          from you to us.  **5.****Bonus and incentives**  (a)You will be eligible to participate          in the BOC Group Variable Compensation Plan in accordance with its          terms from time to time. Bonus payments under the BOC Group Variable          Compensation Plan will depend upon our business performance and your          personal performance.     Bonus payments will be          made less tax, National Insurance contributions and any other withholdings          or deductions required by law. We reserve the right to vary, replace          or withdraw the BOC Group Variable Compensation Plan at any time.  (b)You may participate in our annual          and long term incentive arrangements as notified to you from time to          time. Your participation will be subject to the rules of any such annual          and long term incentive arrangements. We reserve the right to vary,          replace or withdraw the annual and long-term incentive arrangements          at any time.   **6.****Share Schemes**   If at any time you are          granted shares or options over shares under a share plan or a share          option scheme of ours, those shares and options will be subject to          the rules of that scheme in force from time to time. The rules of any          such share scheme will not form part of your contract of employment.          If your employment terminates for any reason you will not be entitled          to any compensation for any loss of any right or benefit or prospective          right or benefit under any such scheme, which you may otherwise have          enjoyed. At the Effective Date you are eligible to participate in the          following schemes, subject to their rules from time to time in force:   (a)The BOC Group Share Matching Plan   (b)The BOC Group Long Term Incentive          Plan (LTIP).   
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**7.****Car**   We will provide you with          a car, or the equivalent financial benefit, in accordance with our          Car Scheme and Car Holders Guide from time to time, which are set out          and available to you on our intranet site. You may elect instead to          receive a monthly cash allowance in lieu of a car.   You will observe the          provisions and conditions of any policy of insurance and our Car Scheme          and Car Holders Guide in force from time to time.  **8.****Pension**   (1) During the period          from the Effective Date to 5th April 2006 (the “Initial          Period”), we will make the following payments to you in respect          of pension:  (a)A contribution to a personal pension          scheme nominated in advance by you, such contribution to be at a rate          of 20% of your Base Salary for the Initial Period up to the permitted          maximum as defined by Section 590(c) of the Income and Corporation          Taxes Act 1988 (as amended) and payable in equal monthly instalments          in arrears.    (b)A pay supplement of 30% of the amount          by which your Base Salary for the Initial Period exceeds the permitted          maximum referred to in the preceding paragraph payable in equal monthly          instalments in arrears   (2) From the 5th April          2006, at your request, in lieu of pension benefits we will pay you          an annual supplement of 30% of your Base Salary payable in equal monthly          instalments in arrears   **9.****Expenses**   We will reimburse any          expenses reasonably incurred by you in the proper performance of your          duties, subject to production of valid receipts with expenses claim          documentation in accordance with our expenses policy.  **10.****Holidays and Holiday Pay**   Our holiday year runs          from 1 January to 31 December.   For each full calendar          year you are entitled to the number of days’ paid holiday set          out in the Key Terms, in addition to public holidays. If you leave          or join us during a calendar year, your holiday entitlement will be          calculated on a pro rata basis.   Where accrued holiday          cannot be taken on termination of employment, payment in lieu of holiday          will be made in accordance with your statutory entitlement under the          Working Time Regulations 1998. Where you have taken holiday in excess          of your holiday entitlement a sum equivalent to any salary received          for holiday taken in excess of your holiday entitlement will be deducted          by us from any sums due to you on the termination of your employment          calculated on the basis of 1/260th of your current annual          Base Salary for each day taken in excess of your holiday entitlement.
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   Your holiday dates should          be agreed in advance. Any holiday not taken in the calendar year in          which it accrues may be carried into the following calendar year but          must be used by the end of March in the following calendar year, after          which it will lapse. No payment will be made in lieu of untaken holiday          except on termination of employment.   We may require you to          take any unused holiday entitlement during your Notice Period or any          period of Garden Leave, even if booked to be taken after the end of          the Notice Period or any period of Garden Leave.
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**11.****Sickness and sick pay**   Subject to compliance          with our sickness policy from time to time, if you are absent from          work due to sickness you will be entitled to receive at our discretion          Company sick pay (which includes statutory sick pay) in accordance          with our sickness policy. Our sickness policy is set out and available          to you on our intranet site.   You are eligible to join          our private medical insurance scheme, details of which are set out          and available to you on our intranet site, subject to the rules of          such scheme from time to time.   We may require you to          undergo a medical examination by a medical practitioner appointed by          us at any time. We will pay the costs of any such medical examination,          and you agree that the medical report may be disclosed to and discussed          with us.
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 **PART D**   **CONFIDENTIALITY              AND INTELLECTUAL PROPERTY**  **12.****Confidentiality**   You will at all times          (both during and after the end of your employment) keep confidential          all private information about the Company (or about any other company          or business in the Group), including technical and financial information,          which you may have acquired while in our employment. You will not use          such information for your own benefit or for the benefit of any business          not within the Group. You will keep such information confidential to          yourself and your immediate supervisor, unless otherwise instructed          by us. Such information includes (without limitation) the following:  (a)the business methods and information          of any member of the Group (including, without limitation, prices charged,          discounts given to customers or obtained from suppliers, product development,          marketing and advertising programmes, costings, budgets, turnover,          sales targets and other financial information);   (b)lists and particulars of the Group’s          suppliers and customers and the individual contacts at such suppliers          and customers;   (c)details and terms of our agreements          with suppliers and customers;   (d)manufacturing or production processes          and know-how employed by any member of the Group or their suppliers;          and   (e)details as to the design of the Group’s          or its suppliers’ products and inventions or developments relating          to future products.   You will not, after the          termination of your employment, or during your employment (except in          the ordinary course of your duties), make any communication to the          press or publish any material or include in any lecture or document          any matter relating to us or any company in the Group, or any matters          with which we or any company in the Group may be concerned, unless          you have previously and on each occasion obtained permission from us.  **13.****Intellectual property rights**  13.1 All Company Works shall          vest in and be owned by us immediately upon their creation. It will          be part of your normal duties to:
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(a)consider in what manner and by what          new methods or devices our products, services, processes, equipment          or systems with which you are concerned or for which you are responsible          might be improved; and   (b)promptly disclose to us full details          of any invention or improvement which you make or discover in the course          of your duties including, without limitation, details of all Company          Works; and   (c)further our interests   with the intent that          subject to applicable law we will be entitled to ownership of any Company          Works and to the exclusive use of them free of charge and any third          party rights.  13.2 If such rights do not          vest immediately in us you agree to assign to us all of your right,          title and interest in the Company Works together with all of your right,          title and interest in any and all Intellectual Property Rights which          exist in the Company Works.  13.3  If such rights do not          vest immediately in us you agree to assign to us all future copyright          in the Company Works and you agree that all such future copyright will          vest in us by operation of law.  13.4 You irrevocably and          unconditionally waive, in our favour, and in favour of our licensees          and successors-in-title, any and all moral rights conferred on you          in relation to the Company Works (existing or future) and any and all          other moral rights under any legislation now existing or in future          enacted in any part of the world. You will, at our request and expense,          take all steps that may be necessary or desirable to us to enforce          against any third party your moral rights in any of the Company Works.  13.5 You acknowledge that          these covenants will be treated as good consideration and we will be          the proprietor of any design which forms part of the Company Works.  13.6 Nothing in this Clause          13 shall be construed as restricting your or our rights under sections          39 to 43 (inclusive) of the Patents Act 1977.  13.7 You will not knowingly          do anything to imperil the validity of any patent or protection or          any patent application therefor relating to any of the Company Works          but will at our cost render all possible assistance to us both in obtaining          and in maintaining such patents or other protection.  13.8You will not either during your employment          or afterwards exploit or assist others to exploit any of the Company          Works or any invention or improvement which you may make or discover          in the course of your duties.  13.9You irrevocably authorise us as your          attorney for the purposes of this Clause 13 to use your name and to          sign and to execute any documents or do any thing on your behalf (or          where permissible to obtain the patent or other protection in our name          or in that of our nominees in relation to any of the Company Works).
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13.10You will both during your employment          under this Agreement and afterwards, at our request and expense, do          all things and execute all documents necessary or desirable to give          effect to the provisions of this Clause 13.  13.11The provisions of this Clause 13          will constitute severable undertakings given for our benefit and the          benefit of each company in the Group and may be enforced by us on behalf          of any of them or by any such company directly.
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**PART E**

**TERMINATION OF EMPLOYMENT**
**14.****Notice and payment in lieu of            notice**  14.1.In order to terminate your employment          under this Agreement, you must give to us in writing not less than          the Notice Period set out in the Key Terms.   14.2.Subject to Clauses 16,17 and 18,          you are entitled to receive from us in writing not less than the Notice          Period set out in the Key Terms.   14.3.After notice has been given in accordance          with this Agreement or following any period of Garden Leave under Clause          15, we may at our discretion terminate your employment by paying you          a sum in lieu of the unexpired portion of the Notice Period. Such payment          will be made as soon as reasonably practicable and shall be equivalent          to your Base Salary and the amount of contribution or pay supplement          provided for in paragraph (8) of this Agreement, each pro rata to the          unexpired portion of the Notice Period, and shall be deemed to include          compensation for any other payments or benefits which you might otherwise          have received during the Notice Period. The payment shall be subject          to deductions of income tax and National Insurance as appropriate,          together with any amounts you owe to us. You will not under any circumstances          have any right to receive a payment in lieu of the Notice Period unless          we have exercised our option to do so.   14.4.Without prejudice to sub-paragraph          14.3 above, we may terminate your employment by giving written notice          to you that we are exercising our rights under this clause to terminate          your employment by electing to make up to twelve monthly payments (as          described below) to you. In the event that notice has been given by          you or by us before we make any election under this clause, and you          have worked part of that notice period, the maximum number of monthly          payments shall be reduced pro rata. The monthly payments shall commence          on the date we give you such notice or such date thereafter as we shall          determine and your employment under this Agreement shall cease on that          day (the “Commencement Date”).   14.5.Each monthly payment shall be calculated          by dividing by twelve the sum of the following:    (a)your Base Salary; (b)your bonus (calculated by reference          to the average of actual bonus payments, if any, over the previous          two financial years); (c)the cash allowance in lieu of your          Company car; (d)the amount of contribution or annual          pay supplement, as the case may be, provided for in paragraph (8) of          this Agreement     and shall be paid on          a monthly basis subject to such deductions as may be required by law          and subject to clause 14.8 below.  14.6.You will be under a duty, beginning          on the Commencement Date, actively to seek a suitable alternative remunerated          position (defined below) and to keep the Company informed on a monthly          basis in relation to your search.   14.7.If you obtain an alternative remunerated          position (whether under a contract of employment, consultancy arrangement          or non executive appointment or otherwise whereby you are directly          or indirectly remunerated, whether by way of salary, bonus, pension,          fees, equity or otherwise) during the period for payment of the monthly          payments then each of the monthly payments still outstanding shall          be reduced by the basic monthly remuneration to which you are entitled          from the alternative remunerated position, and only the balance shall          be due to you.
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14.8.You will not be entitled to receive          any payment in addition to the Monthly Payments in respect of any benefit,          bonus or holiday entitlement that would have accrued during the period          for which the monthly payments are made.   14.9. Where, within two years of the Effective          Date, we are entitled to exercise our discretion under either 14.3          or 14.4 above, for a period of 14 days we will both use reasonable          endeavours to reach a mutual agreement as to which clause will be implemented,          however we will not unreasonably withhold our agreement to your preference.    **15.****Garden Leave and suspension**   We may at any time or          from time to time suspend you from the performance of your duties and/or          exclude you from any of the premises of the Group:  (a)during all or any part of your Notice          Period (defined as a period of “**Garden****Leave**”)          where we reasonably believe that you are, or will be at any time during          your Notice Period, engaged, concerned or interested in any business          concern in circumstances requiring our prior written consent under          Clause 20.1; or   (b)for no longer than one month at any          one time, in circumstances in which we reasonably believe that you          are guilty of misconduct or are in breach of this Agreement and in          order that the circumstances giving rise to that belief may be investigated          (defined as a period of “**Suspension**”).   We are not obliged to          give you any powers or duties or to provide any work for you. During          any period of Garden Leave or Suspension we may appoint any other individual          to perform your duties.   Base Salary and other          benefits will continue to be paid during any period of Garden Leave          or Suspension.   During any period of          Garden Leave or Suspension, you will:  (a)be bound by the provisions of this          Agreement (including your obligation of confidentiality) and must continue          at all times to conduct yourself with good faith towards us and not          do anything that is harmful to us or any company in the Group;   (b)not contact or deal with customers,          suppliers or employees of any member of the Group or enter onto the          premises of any member of the Group without the prior written consent          of your Line Manager; and   (c)remain available to perform any reasonable          duties required by us; if you do not, we will not be obliged to pay          your Base Salary and other benefits during any period in which you          are not available.   **16.****Dismissal on short notice**   If in our reasonable          opinion you become Permanently Disabled, we may subject to the provisions          of the Disability Discrimination Act 1996, terminate your employment          by giving to you in writing not less than the Notice Period set out          in the Key Terms.
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**17.****Dismissal without notice**   We may summarily terminate          your employment without notice or any compensation or payment in lieu          if you:  (a)are convicted of any criminal offence          other than a minor misdemeanour, or an offence under road traffic legislation          for which a penalty other than imprisonment is imposed; or   (b)commit any act of dishonesty or serious          or persistent misconduct, any act of gross negligence or other material          breach or non-observance of this Agreement; or   (c)are declared bankrupt or enter into          any arrangement with or for the benefit of your creditors; or   (d)are guilty of conduct which is inconsistent          with our interests or the interests of any company in the Group; or   (e)are or become disqualified from being          a director by reason of an order made by any competent court (except          a court of a country or jurisdiction which the parties may agree, from          time to time, as being excluded from this provision).   Your entitlements to          Base Salary and all other benefits will cease on the day your employment          is summarily terminated.  **18.****Retirement**   Your employment will          terminate automatically on the date when you reach your Normal Retirement          Age, as set out in the Key Terms.   If the date when you          reach your Normal Retirement Age occurs prior to the expiry of the          Notice Period, then you will only be entitled to receive such notice          (or payment in lieu of notice) for the period up to that date.
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**PART F** **AFTER TERMINATION              OF EMPLOYMENT / WHILST ON GARDEN LEAVE**  **19.****Return of property; resignations            from office; transfer of shares**   Unless otherwise agreed,          at the end of your employment or on your being put on Garden Leave          for whatever reason you must return all documents, computer files or          tapes, credit cards, computers, mobile phones, company cars and all          other items of property in your possession or control belonging to,          or containing any confidential information of, us or any company in          the Group or its customers or suppliers.   At the end of your employment          or on your being put on Garden Leave for whatever reason you must on          request:  (a)resign any directorship or other          office held by you in the Company or any   company in the Group;          and  (b)transfer to us or as we may direct          any shares or other securities held by you as nominee or trustee for          the Company or any company in the Group without payment in either case.   If you fail to do so          within one week of request, you irrevocably authorise us as your attorney          to appoint a person in your name and on your behalf to execute any          documents or do any things necessary for such purpose(s).  **20.****Restrictions**  20.1**Non-competition**   Without prejudice to          any other provision of this Agreement you will not without our prior          written consent directly or indirectly at any time within the Relevant          Period engage or be concerned or interested in any business concern          which (a) competes or (b) will at any time during the Relevant Period          compete with the Business. This clause will not restrain you from being          engaged or concerned in any business insofar as your duties or work          shall relate solely:  (i)to geographical areas where the business          concern is not in competition with the Business; or   (ii)to services or activities of a kind          other than involving the Relevant Goods or Services.  20.2**Non-solicitation            and non-dealing**   You will not without          our prior written consent directly or indirectly at any time within          the Relevant Period:
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(a)solicit the custom of; or   (b)facilitate the solicitation of; or   (c)do business with   any Relevant Customer          in respect of any Relevant Goods and Services; or  (a)solicit the custom of; or   (b)facilitate the solicitation of; or   (c)do business with any Prospective Customer          in respect of any Relevant Goods and Services; or  (a)interfere; or   (b)endeavour to interfere,   with their continuance          of supplies to us and/or any company in the Group (or the terms relating          to those supplies) by any Relevant Supplier.  20.3**Non-enticement**   You will not without          our prior written consent directly or indirectly at any time during          the Relevant Period:  (a)entice away from us or any company          in the Group; or   (b)endeavour to entice away from us          or any company in the Group; or   (c)employ or engage; or   (d)endeavour to employ or engage   any Key Personnel.  20.4 The provisions of this          Clause 20 shall constitute severable undertakings given for our benefit          and the benefit of each company in the Group and may be enforced by          us on behalf of any of them.  20.5 You will not at any          time after the end of your employment directly or indirectly represent          yourself as being in any way connected with or interested in the business          of the Group (except, if it be true, as a shareholder of the Company          or as a director of the Company).
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20.6 You acknowledge that          the restrictions contained in this Clause 20, in view of the nature          of the businesses in which the Group is engaged, are reasonable and          necessary in order to protect the legitimate interests of the Group.
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**PART G**

**OTHER MATTERS**
**21.****Directorship**   You will not, except          with our consent, during your employment resign your office as a director          of the Company or any company in the Group or do anything which could          lead to you being disqualified from continuing to act as a director.   You agree that upon the          termination of your employment for any reason you will, on request          by us, immediately resign all Directorships in the Company or any Group          Company and will sign all necessary forms for such purpose.  **22.****Discipline and grievance**   The disciplinary rules          applicable to your employment can be found in our disciplinary policy          and may be varied by us from time to time. Our disciplinary policy          does not form part of your contract and is not legally binding on us.   In the event that you          are dissatisfied with any disciplinary action taken against you or          have any grievance relating to your employment you should refer the          matter to the appropriate person or committee specified in our grievance          procedure, who or which will give you a full and fair hearing and whose          decision will be final and binding.   Our disciplinary policy          and grievance procedure are set out and available to you on our intranet          site.  **23.****Notices**   Any notice to be given          under this Agreement may be given either personally or by registered          post:  •to us at our registered office for          the time being; or   •to you at your last known address.   Any notice given by post          will be effective on the second day (Sundays excepted) after it is          posted. In proving that it was effective, it will be enough to prove          that the notice was properly addressed and posted as a pre-paid first          class letter.  **24.****Other Agreements**   You acknowledge that          there are no other agreements or arrangements whether written, oral          or implied between the Company or any company in the Group and you          relating to your employment; all such previous agreements or arrangements          are cancelled. You are not entering into this Agreement in reliance          on any representation not set out in this Agreement.  **25.****Collective agreements**   There are no collective          agreements with trade unions which directly affect your terms and conditions.
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**26.****Data Protection**   You consent to us and          the Group holding and processing both electronically and manually the          data it collects which relates to you for the purposes of the administration          and management of its employees and its business and for compliance          with applicable procedures, laws and regulations. You also consent          to the transfer of such personal information to other offices we or          the Group may have or to other third parties whether or not outside          the European Economic Area for administration purposes and other purposes          in connection with your employment where it is (in our view) necessary          or desirable for us to do so.   You are also referred          to our data protection policy, which is set out and available to you          on our intranet site.  **27.****Governing Law**   This Agreement will be          governed by and construed under English law and the Courts of England          are to have jurisdiction to settle any disputes which may arise out          of or in connection with this Agreement.   **IN            WITNESS whereof this Agreement has been signed by or on behalf of            the parties to it on the day and year first before written.**     **Signed            by** /s/ A E Isaac   **for and on behalf            of** **the Company** **in the presence of:               **     **Witness** /s/ J Cullens     **Name** A James Cullens     **Address**     **I            CONFIRM THAT I have read and understood Sections 1 and 2, and on            that basis I accept the terms and conditions contained in this Agreement.**     **Signed            by you** /s/ A M Ferguson   **In            the presence of:               **     **Witness** /s/ S Ferguson     **Name** Sarah Ferguson     **Address**  
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14 January 2005

Mr Rob Margetts

Dear Rob

The following sets out the principal terms of your appointment as chairman of The BOC Group plc (“the Company”):
**1.****Term of Office**
Your appointment to the Board was effective 4 October 2001 for three years and this term was extended to 14 January 2005. You became Chairman at the conclusion of the Annual General Meeting in January 2002. I confirm that you will serve for a further three year term with effect from today, on the terms, and subject to, the conditions of the Company’s Articles of Association. Accordingly, this appointment may be terminated pursuant to the terms of the Articles but will in any event conclude on 14 January 2008.

You will remain subject to the retirement by rotation regulations requiring you, if agreed by you and the Board, to stand for re-election by the shareholders at certain intervals determined in accordance with the Company’s Articles.

At any time during your appointment, your appointment may be terminated by either you or the Company giving to the other not less than one month’s written notice.

On termination of your appointment, you undertake to resign from all offices held by you in any companies forming part of The BOC Group.  

As chairman you are not an employee of the Company and, for the avoidance of doubt, you accept and agree that you will have no claims against the Company or any company forming part of The BOC Group (each a "Group Company") on termination of your appointment subject only to the terms set out in paragraph 3 below.
**2.****Duties**
Your duties as chairman include, but are not limited to, attendance at all Board meetings, the Annual General Meeting and meetings of board committees of which you are a member. You may also be requested to attend meetings with third parties. 

You should be available for BOC business for approximately one and a half days per week. When and as required, you will be provided with suitable office accommodation and secretarial support at our Windlesham premises.

You have previously indicated that you consider you have sufficient time to devote to your duties when taken with your other business commitments. Should your commitments change during your term of office you should advise myself and the Board as soon as practicable.

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You will remain a member and chairman of the Nomination Committee which meets on an ad hoc basis but at least once a year and a member of the Pensions Committee that meets twice a year. You shall be entitled to attend, either at your request or that of the relevant committee, the Remuneration Committee and the Audit Committee.

At all times you will use your best endeavours to promote the interests of the Company. You should note that the Company currently maintains indemnity insurance for its directors, details of which are available from the Company Secretary.
**3.****Fees and Expenses**
As chairman your fees will be paid at the rate of £260,000 per annum with effect from 1 January 2005 fixed for a period of three years. This sum will be deemed to accrue from day to day, will be payable in equal monthly instalments in arrears and is subject to deductions of national insurance and income tax under the Inland Revenue PAYE regulations. You will also be reimbursed by the Company for all expenses necessarily incurred in performing your duties. 

The Company will contribute up to one third of the cost of maintaining your London office in recognition of the fact that to satisfactorily perform your duties it will be necessary to use such office.
**4.****Independent Professional Advice**
You may also claim the reasonable costs of any independent professional advice which you, with or without other directors of the Company, have properly taken in the best interests of the Company as to the nature or ambit of your duties as chairman. In any such case you should discuss the issues with me in advance, or if this is not deemed appropriate, then with one or more of your non-executive colleagues. A brief summary of the subject matter on which you intend to seek advice, and the name of the proposed advisers, should also be first furnished to the Company Secretary. Thereafter, the advice when obtained by you should be made available to your other directors.
**5.****Confidential Information**
At all times during, and after the termination, of your appointment as a director of the Company you must not use for your own purposes or for another’s benefit or disclose to any third party any confidential information about The BOC Group. 

Confidential information means details about the business, prospective business, technical processes, computer software, intellectual property rights or finances of The BOC Group, or any combinations of these matters, including without limitation, price lists, details of customers and suppliers, information relating to research and development, marketing strategies and tactics which may come into your possession by virtue of your appointment and which the Company regards, or could reasonably be expected to regard as confidential, whether or not such information is marked as such.

All confidential information and all other documents, papers and property relating thereto (on whatever media or wherever located) which may have been made or prepared by you, or at your request or have come into your possession or under your control in the course of your appointment or which relate in any way to The BOC Group, the business (including prospective business) or affairs of The BOC Group or of any customer, supplier, agent distributor or sub-contractor of The BOC Group shall as between the Company and you be deemed to be the property of the Company. You will return to the Company all such documents and other property including all copies immediately upon the termination of your appointment or at any earlier time on demand.

You will immediately inform the Company if you become aware of the possession, use or knowledge of any confidential information by any person not authorised to possess, have use or knowledge of that information, whether during or after your appointment and will, at the Company’s request, provide such reasonable assistance as is required to deal with such an event.

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All such confidential information should not be disclosed unless or until it enters the public domain, other than by breach of the terms of this letter, is obtained from a third party who is lawfully authorised to disclose such information, or is authorised for release by prior written consent of the Board. Notwithstanding this, you are not prevented from disclosing confidential information where it is required to be disclosed by law or any regulatory or government authority.
**6.****Regulatory Requirements**
It is a requirement under the Companies Act 1985 for a company to maintain a register showing certain personal particulars of its directors. These details must also be filed with the Registrar of Companies.

A Register of Directors’ Interests must also be maintained pursuant to the Companies Act 1985. Any interests held by you or connected persons in the shares and options of the Company must be recorded. All changes to these interests must also be notified to the Company and recorded throughout your directorship of the Company. A more detailed overview of the requirements of the UK Companies Act and UK Listing Authority is contained in section 22 of the Directors’ Reference Binder.
**7.****Data Protection Act**
The Company, in connection with the administration of this appointment and your directorship, will have to hold and process certain personal data relating to you. Your signature to this letter will be taken as your consent to that processing.
**8.****Directors' Qualification Shares**
Pursuant to the Company’s Articles of Association, as a director you are required to hold 500 ordinary shares in The BOC Group plc registered in your own name (not in a nominee name or jointly with any other person). 
**9.****Dealing in BOC Securities**
There are a number of legal and regulatory requirements that restrict the dealing by directors in the securities of the Company. These are explained in more detail in sections 18 and 19 of the Directors’ Reference Binder. However you should be aware that in advance of any dealing, permission must be obtained from the Chief Executive using a ‘Request for Permission to Deal in the Securities of The BOC Group plc’ form . Such request should be sent via the Company Secretarial Department who will arrange for the request to be reviewed and the consent, or refusal, to deal decision to be communicated to you.

If consent is given, you should deal promptly and in any event within 3 working days from receipt of the permission. If you delay by more than 3 working days, you must reapply for permission to deal.

As a listed company, The BOC Group plc is subject to the Model Code set out in the UKLA Listing Rules. The Model Code restricts the periods during which directors may deal in a company’s securities. The Open Period dates are given in section 17 of the Directors’ Reference Binder.

Upon completion of the transaction full details must be reported immediately to the Company Secretarial Department using the ‘Notification of Dealing in Securities of The BOC Group plc’ form. This information will be used to make the necessary notification to a Regulatory Information Service as required by the UKLA Listing Rules. 
**10.****Previous Agreements**
This letter is in substitution for all previous agreements / arrangements between you and the Company, in particular those dated 4 October 2001 and 27 September 2004, and this letter agreement records the true and full position as at the date hereof.

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**11.****Notices**
All notices must be given in writing and may be given by personal delivery, post or fax. Notice served by you on the Company should be sent to the Company’s registered office. Notices served by the Company on you will be sent to your last known address.

Notices will be deemed to have been served:
(a)if hand delivered, at the time of delivery; or  (b)if sent by fax, twelve hours after being transmitted (excluding weekends and public holidays) subject to satisfactory confirmation of transmission; or  (c)if sent by post, two days after posting (excluding weekends and public holidays).  **12.****Governing Law**
This appointment and the terms of this letter shall be governed by and construed in all respects in accordance with English law.

Yours sincerely

/s/ Sir Christopher O’Donnellencs 

I acknowledge, and agree to, the principal terms of my appointment as chairman of The BOC Group plc as set out above.
Signed: /s/ R Margetts Date: 14/1/2005  R Margetts            
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**Dated 11th March 2005**

 

**THE BOC GROUP, INC**

**AND**

**KENT MASTERS**

**EMPLOYMENT CONTRACT**

 

**TABLE    OF CONTENTS**
  **PAGE****SECTION              1 ** **2****THE              KEY TERMS** **2**   **SECTION              2** **4****PART              A**  **4****DEFINITIONS** ** 4****PART              B** **6****MAIN              NON-MONETARY TERMS** **6****1.** **JOB              TITLE, NORMAL HOURS OF WORK, NORMAL PLACE OF WORK AND START OF              EMPLOYMENT** **6****2.** **DUTIES** **6****3.** **OTHER              INTERESTS** **7****PART              C** **8****BENEFITS** **8****4.** **SALARY** **8****5.** **BONUS              AND INCENTIVES** **8****6.** **SHARE              OPTIONS** **8****7.** **CAR** **9****8.** **PENSION** **9****9.** **EXPENSES** **9****10.** **HOLIDAYS              AND HOLIDAY PAY** **9****11.** **SICKNESS              AND SICK PAY** **10****PART              D** **11****CONFIDENTIALITY              AND INTELLECTUAL PROPERTY** **11****12.** **CONFIDENTIALITY** **11****13.** **INTELLECTUAL              PROPERTY RIGHTS** **11****PART              E** **14****TERMINATION              OF EMPLOYMENT** **14****14.** **NOTICE              AND PAYMENT IN LIEU OF NOTICE** **14****15.** **GARDEN              LEAVE AND SUSPENSION** **15****16.** **DISMISSAL              ON SHORT NOTICE** **15****17.** **DISMISSAL              WITHOUT NOTICE** **16****18.** **RETIREMENT** **16****PART              F** **17****RESTRICTIVE              COVENANTS / AFTER TERMINATION OF EMPLOYMENT / WHILST ON GARDEN              LEAVE** **17****19.** **RETURN              OF PROPERTY; RESIGNATIONS FROM OFFICE; TRANSFER OF SHARES** **17****20.** **RESTRICTIONS** **17****PART              G** **19****OTHER              MATTERS** **19****21.** **INJUNCTIVE              RELIEF** **19****22.** **SEVERABILITY              AND REFORMATION** **19****23.** **DIRECTORSHIP** **19****24.** **DISCIPLINE              AND GRIEVANCE** **19****25.** **NOTICES** **20****26.** **OTHER              AGREEMENTS** **20****27.** **COLLECTIVE              AGREEMENTS** **20****28.** **DATA              PROTECTION** **20****29.** **SUCCESSORS** **20****30.** **AMENDMENT;              WAIVER** **20****31.** **SURVIVAL** **21****32.** **GOVERNING              LAW** **21****33.** **COUNTERPARTS** **21**   **SCHEDULE              1** **22**
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**EMPLOYMENT CONTRACT**

**SECTION 1**

**THE KEY TERMS**(to be read in conjunction with Section      2 and Schedule 1)

The terms and conditions contained      in this Section 1, together with those contained in Section 2 and Schedule      1, outline the main terms and conditions of your employment. 
Employer: The BOC Group, Inc.,          a Delaware Corporation (where we refer to The BOC Group Inc in this          contract we will use the “Company”, “we”, “us” or “our”).    Employee: Kent Masters (where we          refer to you as the employee we will use “you” or “your”).   Job Title:        (Clause 1) Chief Executive Officer,          Industrial and Special Products, or such other title as we may from          time to time reasonably assign to you.   Effective Date:             (Clause 1) 1 March 2005   Start Date of Continuous          Employment:        (Clause 1) 15TH August          1984   Normal place of work:        (Clause 1) The Company’s offices          in Windlesham, Surrey, UK or at such other location as we may from          time to time require.   Normal hours of work:        (Clause 1) 37.5 per week   Line Manager:        (Clause 2) Mr A E Isaac, Chief Executive   Base Salary:        (Clause 4) £300,000 per annum   Pension:        (Clause 8) The Cash Balance Retirement          Plan (“CASH”), the US Top Hat Pension Program, the Savings          Investment Plan (“SIP”), the ‘CASH’ and ‘SIP’ make-up          Accounts   Holiday:        (Clause 10) 25 days per calendar          year.   Notice Period:        (Clause 14) When given by the Company:          12 months.         When given by you: 6 months.
Additional company policies      and procedures from time to time are set out and available to you on our      Intranet site. The policies and procedures do not form part of your contract      of employment. However, you are expected to comply with such policies and      procedures to the extent that they apply to you.

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If there is any conflict between      this Agreement and any policy or procedure, this Agreement will take priority.

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**SECTION 2**

**PART A**

**DEFINITIONS**

In this Section 2:
•**“Board”** means          our board of directors from time to time;  •**“BOC Group plc”** means          The BOC Group plc, a company incorporated under the laws of England          and Wales;  •**“Business”** means          the business or businesses of BOC Group plc or those of any company          in the Group in or with which you have been involved or concerned at          any time during the period of 12 months prior to the Restriction Date;  •**“Company Works”** means          all Works authored, originated, conceived, written or made by you alone          or with others (except only those Works which are authored, originated,          conceived, written or made by you wholly outside the course of your          employment);  •**“directly or indirectly”** means          you acting either alone or jointly with or on behalf of any other person,          firm or company, whether as principal, partner, manager, executive,          employee, contractor, director, consultant, investor or otherwise;  •**“Group”** means          the Company, BOC Group plc and any company which is from time to time          an associated company of the Company and / or BOC Group plc. In this          definition “**associated company**” means BOC Group          plc, a holding company of BOC Group plc or any subsidiary of BOC Group          plc or any such holding company;  •**“Intellectual Property Rights”** means          any and all patents, trade marks, signs and services marks, rights          in designs, trade or business names or signs, copyrights, database          rights and topography rights (whether or not any of these is registered          and including applications for registration of any such thing) and          all rights or forms of protection of a similar nature or having equivalent          or similar effect to any of these which may exist anywhere in the world;  •**“Key Personnel”** means          any person who is at the Restriction Date, or was at any time during          the period of 12 months prior to the Restriction Date, employed or          engaged in the Business in an executive capacity and with whom you          had material contact during that time;  •**“Permanently Disabled”** means          either (i) you become incapacitated by bodily injury or disease (including          as a result of mental illness) so as to be unable to regularly perform          the duties of your position for a period in excess of 180 days in any          consecutive twelve-month period or (ii) a qualified independent physician          determines that you are mentally or physically disabled so as to be          unable to regularly perform the duties of your position and such condition          is expected to be of a permanent duration;  •**“Prospective Customer”** means          any person, firm or company who has been engaged in negotiations, with          which you have been personally involved, with us or a company in the          Group with a view to purchasing goods and services from us or any company          in the Group in the period of 12 months prior to the Restriction Date;
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•**“Relevant Customer”** means          any person, firm or company who at any time during the 12 months prior          to the Restriction Date was a customer or client of ours or any company          in the Group, with whom or which you dealt directly or for whom or          which you were responsible on behalf of us or any company in the Group          at any time during that period;  •**“Relevant Goods or Services”** means          any goods or services competitive with those supplied by us or by any          company in the Group in our, or in its, capacity as a gases business,          at any time during the 12 months prior to the Restriction Date in the          supply of which you were involved or concerned at any time during that          period;  •**“Relevant Period”** means:  (i)for the purposes of Clause 20.1,          the period of 6 months from the Restriction Date; and   (ii)for the purposes of Clauses 20.2          and 20.3, the period of 12 months from the Restriction Date;   •**“Relevant Supplier”** means          any person, firm or company who at any time during the 12 months prior          to the Restriction Date was a supplier of any goods or services (other          than utilities and goods or services supplied for administrative purposes)          to us or any company in the Group and with whom or which you had personal          dealings during your employment other than in a minimal way;   •**“Restriction Date”** means          the earlier of the Termination Date and the start of any period of          Garden Leave;   •**“Subsidiary”** means,          with respect to any person, any other person directly or indirectly          controlling, controlled by or under common control with, such person.          For purposes of this definition, “control” (including          with correlative meanings, the terms “controlling”,“controlled          by” or “under common control with”), as          used with respect to any Person, shall mean the possession, directly          or indirectly, of the power to direct or cause the direction of the          management and policies of such person, whether through the ownership          of voting securities or by contract or otherwise.   •**“Termination Date”** means          the date on which your employment terminates; and   •**“Works”** means          all works, designs, innovations, inventions, improvements, processes,          copyrights, trade marks and trade names and all other similar intellectual          property that gives rise to any Intellectual Property Right.
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**PART B**

**MAIN NON-MONETARY          TERMS**
**1.****Job Title, normal hours of work,            normal place of work and start of employment**   Your Job Title is specified          in the Key Terms.   Your normal working hours          are specified in the Key Terms. However, you are required to work such          additional hours as are reasonably necessary for the proper performance          of your duties. You will not be paid for any hours worked in excess          of your normal working hours.   Your normal place of          work is specified in the Key Terms. You will travel to such places          inside or outside the United States as we may from time to time reasonably          require, and you will be required to reside in the United Kingdom for          a continuous period in excess of one month.   Your employment under          the terms of this Agreement begins or began on the Effective Date set          out in the Key Terms.   Your Start Date of Continuous          Employment is set out in the Key Terms.  **2.****Duties**   Your role, powers and          duties will be those which the Board may from time to time properly          assign to you, and you will report to the Line Manager specified in          the Key Terms. You may be required to carry out additional duties or          alternative, comparable roles either for us or the Group and either          on a temporary or a permanent basis without additional remuneration.   During your employment          you will:  (a)faithfully and diligently and to          the best of your ability exercise such powers and perform such duties          as the Board may require, and comply with all limitations, rules and          regulations the Board may notify to you;   (b)at all times endeavour to promote          the interests and reputation of the Group;   (c)subject to any consent given by us          under Clause 3 below, devote the whole of your time, attention and          ability to your duties; and   (d)at all times keep us fully informed          (in writing if so requested) of your conduct of our business or affairs          and provide such explanations as we may require.   **3.****Other interests**   During your employment          you will not, without first obtaining our written consent (and we will          not unreasonably withhold our consent):  (a)undertake any other business or occupation;          or   (b)become a director, employee or agent          of any other company or firm or person; or   (c)hold a direct or indirect interest          in any supplier or customer of any company in the Group; or
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(d)hold an interest in any other company          or firm other than a shareholding in any company in the Group or a          shareholding not exceeding 5% in a company listed on a recognised stock          exchange unless we require you not to do so in any particular case          on the ground that such other company is or may be carrying on a business          competing or tending to compete with any business of the Group.   During your employment          you will not knowingly deal directly or indirectly in any shares of          BOC Group plc, the Company or any company in the Group except in accordance          with the Guide for Dealing in the Securities of The BOC Group plc for          Directors and Designated Employees from time to time, which will be          made available to you on request.
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**PART C**

**BENEFITS**
**4.****Salary**   We will pay your Base          Salary as set out in the Key Terms less applicable taxes, and any other          withholdings or deductions required by law or agreed in advance.   Your Base Salary accrues          from day to day and we will pay this in accordance with our payroll          practices as in effect from time to time direct to an account nominated          by you.   Your Base Salary includes          any fees or remuneration to which you may be entitled as an employee,          director, nominee or representative of the Company or any company in          the Group.   Although we are not obliged          to increase your Base Salary, it will be reviewed annually on 1 January          and from time to time.   By signing this agreement          you hereby authorise us to deduct from your Base Salary any sums due          from you to us.  **5.****Bonus and incentives and Other            Benefits**  (a)You will be eligible to participate          in the BOC Group Variable Compensation Plan in accordance with its          terms from time to time. Bonus payments under the BOC Group Variable          Compensation Plan will depend upon our business performance and your          personal performance.     Bonus payments will be          made less applicable taxes and any other withholdings or deductions          required by law. We reserve the right to vary, replace or withdraw          the BOC Group Variable Compensation Plan at any time.  (b)You may participate in our annual          and long term incentive arrangements as notified to you from time to          time. Your participation will be subject to the rules of any such annual          and long term incentive arrangements. We reserve the right to vary,          replace or withdraw the annual and long-term incentive arrangements          at any time.   (c)You will continue to be eligible          for all other benefits that will apply to an employee at your level          within the US, as notified to you by The Company from time to time,          except where this would be inconsistent with any fiscal or regulatory          provisions.   **6.****Share Options**   If at any time you are          granted options under a share option scheme of BOC Group plc, those          options will be subject to the rules of that scheme in force from time          to time. The rules of any such option scheme will not form part of          your contract of employment. If your employment terminates for any          reason you will not be entitled to any compensation for any loss of          any right or benefit or prospective right or benefit under any such          scheme which you may otherwise have enjoyed.
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**7.****Car**   We will provide you with          a car, in accordance with our Executive Leased Car Program. You will          observe the provisions and conditions of any policy of insurance and          the rules of the Program in force from time to time.  **8.****Pension**   You will continue to          be eligible to participate in our Cash Balance Retirement Plan (“CASH”),          US Top Hat Program (“Top Hat Program”), Savings Investment          Plan (“SIP”) and the CASH and SIP Make-up Accounts, subject          to their rules as amended from time to time.   Your salary for pensions          purposes will be your base salary and bonus converted to US$.   The salary for the purposes          of this paragraph will be adjusted in line with any increases to your          base salary from time to time.  **9.****Expenses**   We will reimburse any          expenses reasonably incurred by you in the proper performance of your          duties, subject to production of valid receipts with expenses claim          documentation in accordance with our expenses policy.  **10.****Vacation and Vacation Pay**   Our vacation year runs          from 1 October to 30 September.   For each full vacation          year you are entitled to the number of days’ paid vacation set          out in the Key Terms, in addition to public holidays. If you leave          or join us during a vacation year, your vacation entitlement will be          calculated on a pro rata basis.   Where accrued vacation          cannot be taken on termination of employment, payment in lieu of vacation          will be made in accordance with the Company’s policies as in          effect from time to time. Where you have taken vacation in excess of          your vacation entitlement a sum equivalent to any salary received for          vacation taken in excess of your vacation entitlement will be deducted          by us from any sums due to you on the termination of your employment          calculated on the basis of 1/260th of your current annual          Base Salary for each day taken in excess of your vacation entitlement.   Your vacation dates should          be agreed in advance. Any vacation not taken in the vacation year in          which it accrues may be carried into the following vacation year but          must be used by the end of December in the following vacation year,          after which it will lapse. No payment will be made in lieu of untaken          vacation except on termination of employment.   We may require you to          take any unused vacation entitlement during your Notice Period or any          period of Garden Leave, even if booked to be taken after the end of          the Notice Period or any period of Garden Leave.
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**11.****Sickness and sick pay**   In accordance with the          provisions of the Salary Continuation Plan, if you are absent from          work you are entitled to receive pay in accordance with the Rules of          the Plan.   Details of the Plan are          set out and available to you on our Intranet site.   You continue to be eligible          to participate in our US Long Term Disability Plan, which may, subject          to the rules of the Plan, provide additional benefits after the benefits          under the Salary Continuation Plan have been exhausted.   You continue to be eligible          to participate in the US Comprehensive Medical and Dental Plans (the “Medical          Plans”) details of which are set out and available to you on          our Intranet site subject to the rules of such Plans as amended from          time to time.   Unless your employment          is terminated in any of the circumstances set out in Clause 17, and          subject to the following paragraph, on termination of your employment          your membership (which, for the avoidance of doubt, will include coverage          for pre-existing conditions in respect of all your nominated members)          of the Medical Plans will continue for a period of 18 months after          the Termination Date. In respect of your continued membership of the          Medical Plans you will be required to pay to the Company, for the first          12 months of this period, the employee contribution rate only, and          for the final 6 months of this period the full contribution rate plus          2% administration fee.   If, at the Termination          Date, you have met the age and service requirements for participation          in the BOC Group Retiree Medical Program (the “Retiree Medical          Program”), you will be entitled to enrol in the Retiree Medical          Program in accordance with its rules, as amended from time to time.    We may require you to          undergo a medical examination by a medical practitioner appointed by          us at any time. We will pay the costs of any such medical examination,          and you agree that the medical report may be disclosed to and discussed          with us.
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 **PART D**   **CONFIDENTIALITY              AND INTELLECTUAL PROPERTY**  **12.****Confidentiality**   You will at all times          (both during and after the end of your employment) keep confidential          all private information about the Company (or about any other company          or business in the Group), including technical and financial information,          which you may have acquired while in our employment. You will not use          such information for your own benefit or for the benefit of any business          not within the Group. You will keep such information confidential to          yourself and your immediate supervisor, unless otherwise instructed          by us. Such information includes (without limitation) the following:  (a)the business methods and information          of any member of the Group (including, without limitation, prices charged,          discounts given to customers or obtained from suppliers, product development,          marketing and advertising programmes, costings, budgets, turnover,          sales targets and other financial information);   (b)lists and particulars of the Group’s          suppliers and customers and the individual contacts at such suppliers          and customers;   (c)details and terms of our agreements          with suppliers and customers;   (d)manufacturing or production processes          and know-how employed by any member of the Group or their suppliers;          and   (e)details as to the design of the Group’s          or its suppliers’ products and inventions or developments relating          to future products.   You will not, after the          termination of your employment, or during your employment (except in          the ordinary course of your duties), make any communication to the          press or publish any material or include in any lecture or document          any matter relating to us or any company in the Group, or any matters          with which we or any company in the Group may be concerned, unless          you have previously and on each occasion obtained permission from us.   Save that this paragraph          shall not apply to any information that has previously been publicly          disclosed by BOC or is otherwise in the public domain.  **13.****Intellectual property rights**  13.1 All Company Works shall          vest in and be owned by us immediately upon their creation. It will          be part of your normal duties to:  (a)consider in what manner and by what          new methods or devices our products, services, processes, equipment          or systems with which you are concerned or for which you are responsible          might be improved; and   (b)promptly disclose to us full details          of any invention or improvement which you make or discover in the course          of your duties including, without limitation, details of all Company          Works; and  (c)further our interests
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   with the intent that          subject to applicable law we will be entitled to ownership of any Company          Works and to the exclusive use of them free of charge and any third          party rights.  13.2 If such rights do not          vest immediately in us you agree to assign to us all of your right,          title and interest in the Company Works together with all of your right,          title and interest in any and all Intellectual Property Rights which          exist in the Company Works.  13.3  If such rights do not          vest immediately in us you agree to assign to us all future copyright          in the Company Works and you agree that all such future copyright will          vest in us by operation of law.  13.4 You irrevocably and          unconditionally waive, in our favour, and in favour of our licensees          and successors-in-title, any and all rights conferred on you in relation          to the Company Works (existing or future) and any and all other rights          under any legislation now existing or in future enacted in any part          of the world. You will, at our request and expense, take all steps          that may be necessary or desirable to us to enforce against any third          party your rights in any of the Company Works.  13.5 You acknowledge that          these covenants will be treated as good consideration and we will be          the proprietor of any design which forms part of the Company Works.  13.6You will not knowingly do anything          to imperil the validity of any patent or protection or any patent application          therefor relating to any of the Company Works but will at our cost          render all possible assistance to us both in obtaining and in maintaining          such patents or other protection.   13.7 You will not either          during your employment or afterwards exploit or assist others to exploit          any of the Company Works or any invention or improvement which you          may make or discover in the course of your duties.  13.8You hereby irrevocably authorise          us as your attorney in fact for the purposes of this Clause 13 to use          your name and to sign and to execute any documents or do any thing          on your behalf (or where permissible to obtain the patent or other          protection in our own name or in that of our nominees in relation to          any of the Company Works).  13.9You will both during your employment          under this Agreement and afterwards, at our request and expense, do          all things and execute all documents necessary or desirable to give          effect to the provisions of this Clause 13.  13.10The provisions of this Clause 13          will constitute severable undertakings given for our benefit and the          benefit of each company in the Group and may be enforced by us on behalf          of any of them or by any such company directly.
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**PART E**

**TERMINATION OF EMPLOYMENT**
**14.****Notice and payment in lieu of            notice**  14.1.In order to terminate your employment          under this Agreement, you must give to us in writing not less than          the Notice Period set out in the Key Terms.   14.2.Subject to Clauses 16,17 and 18,          you are entitled to receive from us in writing not less than the Notice          Period set out in the Key Terms.   14.3.After notice has been given in accordance          with this Agreement or following any period of Garden Leave under Clause          15, we may at our discretion terminate your employment by paying you          a sum in lieu of the unexpired portion of the Notice Period. Such payment          will be made as soon as reasonably practicable and shall be equivalent          to your Base Salary pro rata to the unexpired portion of the Notice          Period, and shall be deemed to include compensation for any other payments          or benefits which you might otherwise have received during the Notice          Period, other than pension benefits (which are dealt with below). The          payment shall be subject to deductions of income tax and National Insurance          as appropriate, together with any amounts you owe to us. You will not          under any circumstances have any right to receive a payment in lieu          of the Notice Period unless we have exercised our option to do so.   14.4.If we terminate your employment in          accordance with the preceding paragraph, the Top Hat Program benefit          will be calculated based on your age at the notional expiry of your          Notice Period and the amount of credited service will be equal to your          actual credited service plus the unexpired portion of the Notice Period.          For the avoidance of doubt, the benefit will be based on your final          five-year average covered compensation (as defined in the rules of          the Top Hat Program) at your Termination Date. Your active participation          in CASH and SIP will cease on your date of termination. We will credit          your CASH and SIP Make-up Accounts with an amount which is equivalent          to the amount we would have contributed on your behalf to CASH, SIP          and the CASH and SIP Make-up Accounts during the unexpired portion          of your Notice Period.   14.5.Phased Payments 14.5.1.Without prejudice to sub-paragraph          14.3 above, we may terminate your employment by giving written notice          to you that we are exercising our rights under this clause 14.5 to          terminate your employment by electing to make up to twelve monthly          payments (as described below) to you. In the event that notice has          been given by you or by us before we make any election under this clause,          and you have worked part of that notice period, the maximum number          of monthly payments shall be reduced pro rata. The monthly payments          shall commence on the date we give you such notice or such date thereafter          as we shall determine and your employment under this Agreement shall          cease on that day (the “Commencement Date”).  14.5.2.Each monthly payment shall be calculated          by dividing by twelve the sum of the following:  (a)your Base Salary;(b)your bonus (calculated by reference          to the average of actual bonus payments, if any, over the previous          two financial years)(c)the cash allowance in lieu of your          Company car
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     and shall be paid on          a monthly basis subject to such deductions as may be required by law          and subject to clause 14.5.4 below.  14.5.3.You will be under a duty, beginning          on the Commencement Date, actively to seek a suitable equivalent alternative          remunerated position and to keep the Company informed on a monthly          basis in relation to your search.   14.5.4.If you obtain an alternative remunerated          position (whether under a contract of employment, consultancy arrangement          or non executive appointment or otherwise whereby you are directly          or indirectly remunerated, whether by way of salary, bonus, pension,          fees, equity or otherwise) during the period for payment of the monthly          payments then each of the monthly payments still outstanding shall          be reduced by the basic monthly remuneration to which you are entitled          from the alternative remunerated position, and only the balance shall          be due to you   **15.****Garden Leave and suspension**   We may at any time or          from time to time suspend you from the performance of your duties and/or          exclude you from any of the premises of the Group:  (a)during all or any part of your Notice          Period (defined as a period of “**Garden****Leave**”)          where we reasonably believe that you are, or will be at any time during          your Notice Period, engaged, concerned or interested in any business          concern in circumstances requiring our prior written consent under          Clause 20.1; or   (b)for no longer than one month at any          one time, in circumstances in which we reasonably believe that you          are guilty of misconduct or are in breach of this Agreement and in          order that the circumstances giving rise to that belief may be investigated          (defined as a period of “**Suspension**”).   We are not obliged to          give you any powers or duties or to provide any work for you. During          any period of Garden Leave or Suspension we may appoint any other individual          to perform your duties.   Base Salary and other          benefits will continue to be paid during any period of Garden Leave          or Suspension.   During any period of          Garden Leave or Suspension, you will:  (a)be bound by the provisions of this          Agreement (including your obligation of confidentiality) and must continue          at all times to conduct yourself with good faith towards us and not          do anything that is harmful to us or any company in the Group;   (b)not contact or deal with customers,          suppliers or employees of any member of the Group or enter onto the          premises of any member of the Group without the prior written consent          of your Line Manager; and   (c)remain available to perform any reasonable          duties required by us; if you do not, we will not be obliged to pay          your Base Salary and other benefits during any period in which you          are not available.
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**16.****Dismissal on short notice**   If in our reasonable          opinion you become Permanently Disabled, we may terminate your employment          by giving to you in writing not less than the Notice Period set out          in the Key Terms. In this event any payments to which you are entitled          during your Notice Period will be subject to the deduction of any sums          payable under the Salary Continuation Plan and the Long Term Disability          Plan.  **17.****Dismissal without notice**   We may summarily terminate          your employment without notice or any compensation or payment in lieu          if you:  (a)are convicted of or plead no contest          to any criminal offence other than a minor misdemeanour, or an offence          under road traffic legislation for which a penalty other than imprisonment          is imposed; or   (b)commit any act of dishonesty or serious          or persistent misconduct, any act of gross negligence or other material          breach or non-observance of this Agreement; or   (c)are declared bankrupt or enter into          any arrangement with or for the benefit of your creditors; or   (d)are guilty of conduct which is inconsistent          with our interests or the interests of any company in the Group; or   (e)are or become disqualified from being          an employee or director by reason of an order made by any competent          court (except a court of a country or jurisdiction which the parties          may agree, from time to time, as being excluded from this provision).   Your entitlements to          Base Salary and all other benefits will cease on the day your employment          is summarily terminated.  **18.****Retirement**   Your employment will          terminate automatically on the date when you reach 62 years.   If this date occurs prior          to the expiry of the Notice Period, then you will only be entitled          to receive such notice (or payment in lieu of notice) for the period          up to that date.
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 **PART F**   **RESTRICTIVE COVENANTS              / AFTER TERMINATION OF EMPLOYMENT / WHILST ON GARDEN LEAVE**  **19.****Return of property; resignations            from office; transfer of shares**   Unless otherwise agreed,          at the end of your employment or on your being put on Garden Leave          for whatever reason you must return all documents, computer files or          tapes, credit cards, computers, mobile phones, company cars and all          other items of property in your possession or control belonging to,          or containing any confidential information of, us or any company in          the Group or its customers or suppliers.   At the end of your employment          or on your being put on Garden Leave for whatever reason you must on          request:  (a)resign any directorship or other          office held by you in the Company or any company in the Group; and    (b)transfer to us or as we may direct          any shares or other securities held by you as nominee or trustee for          the Company or any company in the Group without payment in either case.   If you fail to do so          within one week of request, you hereby irrevocably authorise us as          your attorney in fact to appoint a person in your name and on your          behalf to execute any documents or do any things necessary for such          purpose(s).  **20.****Restrictions**  20.1**Non-competition**   Without prejudice to          any other provision of this Agreement you will not without our prior          written consent directly or indirectly at any time within the Relevant          Period engage or be concerned or interested in any business concern          which (a) competes or (b) will at any time during the Relevant Period          compete with the Business. This clause will not restrain you from being          engaged or concerned in any business insofar as your duties or work          shall relate solely:  (i)to geographical areas where the business          concern is not in competition with the Business; or   (ii)to services or activities of a kind          other than involving the Relevant Goods or Services.  20.2**Non-solicitation            and non-dealing**   You will not without          our prior written consent directly or indirectly at any time within          the Relevant Period:
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(a)solicit the custom of; or   (b)facilitate the solicitation of; or   (c)do business with   any Relevant Customer          in respect of any Relevant Goods and Services; or  (a)solicit the custom of; or   (b)facilitate the solicitation of; or   (c)do business with any Prospective Customer          in respect of any Relevant Goods and Services; or  (a)interfere; or   (b)endeavour to interfere,   with their continuance          of supplies to us and/or any company in the Group (or the terms relating          to those supplies) by any Relevant Supplier.  20.3**Non-enticement**   You will not without          our prior written consent directly or indirectly at any time during          the Relevant Period:  (a)entice away from us or any company          in the Group; or   (b)endeavour to entice away from us          or any company in the Group; or   (c)employ or engage; or   (d)endeavour to employ or engage   any Key Personnel.  20.4 The provisions of this          Clause 20 shall constitute severable undertakings given for our benefit          and the benefit of each company in the Group and may be enforced by          us on behalf of any of them or by any such company directly.  20.5 You will not at any          time after the end of your employment directly or indirectly represent          yourself as being in any way connected with or interested in the business          of the Group (except, if it be true, as a shareholder of the BOC Group          plc, Company or as a director of BOC Group plc or the Company).
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20.6 You acknowledge that          the restrictions contained in this Clause 20, in view of the nature          of the businesses in which the Group is engaged, are reasonable and          necessary in order to protect the legitimate interests of the Group.
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**PART G**

**OTHER MATTERS**
**21.****Injunctive Relief**   You hereby recognize          and acknowledge that a breach of the provisions or covenants contained          in Clauses 12,13,19 or 20 will cause irreparable damage to the Company          and the Group and their goodwill, the exact amount of which will be          difficult or impossible to ascertain, and that the remedies at law          for any such breach will be inadequate. Accordingly, you hereby agree          that in the event of a breach of any of the provisions or covenants          contained in Clauses 12,13,19 or 20, in addition to any other remedy          which may be available at law or in equity, the Company and the Group          will be entitled to specific performance and injunctive relief.  **22.****Severability and Reformation**   The parties hereto acknowledge          that they have carefully reviewed the provisions of this Agreement          and agree that they are fair and equitable. However, in light of the          possibility of differing interpretations of law and changes in circumstances,          the parties agree that if any one or more of the provisions of this          Agreement shall be determined by a court of competent jurisdiction          to be invalid, void or unenforceable, the remainder of the provisions          of this Agreement shall, to the extent permitted by law, remain in          full force and effect and shall in no way be affected, impaired or          invalidated. Moreover, if any of the provisions contained in this Agreement          is determined by a court of competent jurisdiction to be excessively          broad as to duration, activity, geographic application or subject,          such provision shall be construed, by limiting or reducing it to the          extent legally permitted, so as to be enforceable to the extent compatible          with then applicable law.  **23.****Directorship**   You will not, except          with our consent, during your employment resign your office as a director          of the Company or any company in the Group or do anything which could          lead to you being disqualified from continuing to act as a director          or as an employee of the Company or any Company in the Group.   You agree that upon the          termination of your employment for any reason you will, on request          by us, immediately resign all Directorships in the Company or any Group          Company and will sign all necessary forms for such purpose.  **24.****Discipline and grievance**   The disciplinary rules          applicable to your employment can be found in our disciplinary policy          and may be varied by us from time to time. Our disciplinary policy          does not form part of your contract and is not legally binding on us.   In the event that you          are dissatisfied with any disciplinary action taken against you or          have any grievance relating to your employment you should refer the          matter to the appropriate person or committee specified in our grievance          procedure, who or which will give you a full and fair hearing and whose          decision will be final and binding.
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 Our disciplinary policy          and grievance procedures are set out and available to you on our intranet          site.  **25.****Notices**   Any notice to be given          under this Agreement may be given either personally or by registered          mail return receipt requested:  •to us at our registered office for          the time being; or   •to you at your last known address.   Any notice given by post          will be effective on the second day (Sundays excepted) after it is          posted. In proving that it was effective, it will be enough to prove          that the notice was properly addressed and posted as a pre-paid first          class letter.  **26.****Other Agreements**   You acknowledge that          there are no other agreements or arrangements whether written, oral          or implied between the Company or any company in the Group and you          relating to your employment; all such previous agreements or arrangements          are cancelled. You are not entering into this Agreement in reliance          on any representation not set out in this Agreement.  **27.****Collective agreements**   There are no collective          bargaining agreements with trade unions that directly or indirectly          affect your terms and conditions.  **28.****Data Protection**   You consent to us and          the Group holding and processing both electronically and manually the          data it collects which relates to you for the purposes of the administration          and management of its employees and its business and for compliance          with applicable procedures, laws and regulations. You also consent          to the transfer of such personal information to other offices we or          the Group may have or to other third parties whether or not outside          the European Economic Area or the United States for administration          purposes and other purposes in connection with your employment where          it is (in our view) necessary or desirable for us to do so.   You are also referred          to our data protection policy, which is set out and available to you          on our intranet site.  **29.****Successors**   The rights and obligations          of this Agreement shall bind and inure to the benefit of any successor          of the Company or the Group.  **30.****Amendment; Waiver**   No provision of this          Agreement may be amended, modified, waived or discharged unless such          amendment or modification is agreed to in writing and signed by the          parties. No waiver by either party hereto, at any time, of any breach          by the other party hereto of, or compliance with, any condition or          provision of this Agreement to be performed by such other party shall          be deemed a waiver of similar or dissimilar provisions or conditions          at the same or at any prior or subsequent time.
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**31.****Survival**   The parties hereto acknowledge          and agree that all the terms, provisions and restrictions set forth          in terms set forth in Clauses 12,13,20,21 and 22 shall survive and          continue in full force in accordance with their terms, notwithstanding          any termination of your employment with the Company.   **32.****Governing Law**   This Agreement will be          governed by and construed in accordance with the laws of the State          of New Jersey in the United States without regard to the choice of          law provisions thereof.  **33.****Counterparts**   This Agreement may be          executed by the parties hereto in counterparts, each of which shall          be deemed an original, but both such counterparts shall together constitute          one and the same document.
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**SCHEDULE 1** **ASSIGNMENT ADDITIONAL              TERMS**
This Schedule supplements      the main terms and conditions of your employment set out in the main body      of this Agreement and should also be read in conjunction with the International      Assignments Policy (“IAP”) from time to time, which is set      out and available to you on our Intranet site. You should read the IAP      for a full explanation of the policies covering international assignments      and definitions of the various terms used in this Schedule.

**Definitions**

In this Schedule:
•”Home Company” means          the BOC Group Inc., a Delaware Corporation; (where we refer to The          BOC Group Inc in this schedule we may also use the “Company”, “we”, “us” or “our”).   •“Home Country” means          the United States of America;   •“Host Company” means          The BOC Group plc, a company incorporated under the laws of England          and Wales; and   •“Host Country” means          the United Kingdom.
**Nature and Commencement        of Assignment**

The Company has agreed to      assign you to the Host Company to enable you to undertake the duties of      Chief Executive, Industrial and Special Products, of the Host Company,      for such period as the Host Company requires (“the Assignment”).

The start date for your Assignment      (as defined above) is March 1, 2005 (the “Assignment Start Date”)      and is subject to prior receipt of any required work permit,
•visas for you and the members of          your family accompanying you and any other authorizations which may          be necessary,          and   •satisfactory medical reports for          you and each member of your family accompanying you.       In the event that there          is a delay to these formalities it may be necessary to re-arrange the          proposed Assignment Start Date.
**Duration and Location**
Subject to the provisions of the Agreement          and of this Schedule,****the Assignment shall last for such period          as the Host Company requires. During the assignment your office location          will be Chertsey Road, Windlesham, United Kingdom or such other location          within a 50-mile radius of Windlesham as the Host Company may from          time to time require and you will report to Mr A E Isaac, Chief Executive.          Subject to earlier termination under the applicable terms of the Agreement,          and to the notice requirements under the Agreement, the Assignment          is expected to be for a period of 3 years from the Assignment Start          Date, but this period may be varied subject to mutual agreement between          you, the Home Company and the Host Company.
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**Remuneration**
Your notional base salary          will be £300,000 per annum converted to US$ at the company exchange          rate. Your assignment salary          has been calculated using a market rate approach and will be £300,000          with effect from March 1, 2005 (the “Assignment Salary”)          and will be made after prior deduction of Host Country tax at the appropriate          marginal rate. Although we are not obliged          to increase the Assignment Salary, it will be reviewed annually on          1 January and from time to time. You will also be paid          an assignment allowance for three years with effect from 1 March 2005          and will initially be set at £75,000 per annum will be made after          prior deduction of Host Country tax at the appropriate marginal rate.          The amount of such allowance will be reviewed every six months to take          account of price movements and changes in the US Dollar/ sterling exchange          rates.
**Bonus**
Your existing bonus arrangements          will continue as specified in the Agreement, but will be based on the          Assignment Salary, and will be made after prior deduction of Host Country          tax at the appropriate marginal rate.
**Tax advice**
At the Host Company’s          expense, both at the beginning and at the end of the Assignment, you          will obtain tax advice from our nominated supplier with respect to          the relevant tax obligations. During the Assignment, the Host Company          will pay for relevant tax preparation assistance through our nominated          supplier. Subject to any local          restrictions you may choose how you split the payment of the Assignment          Base Salary between Home Country and Host Country currency.
**Travel Arrangements**
The Host Company will          provide you and the accompanying members of your family with annual          business class return air tickets to your Home Country.
**Medical Cover**
For the duration of the          Assignment you and the eligible members of your family will continue          to be enrolled in the US Comprehensive Medical and Dental Plan. Any          medical or dental costs not covered under these schemes, or under any          Host Country scheme in which you participate in accordance with the          following paragraph, will be to your own account. Your personal contribution          for these plans will continue to be deducted from that part of your          Assignment Salary paid in your Home Country. For the duration of the          Assignment you will also be eligible to participate in the UK private          medical insurance scheme, subject to the rules of such scheme from          time to time. In the event of the death          or serious illness of a member of your or your partner’s immediate          family, the Host Company will provide you and, if necessary, members          of your accompanying family, with a business class return air fare          for compassionate leave.
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**Relocation and Repatriation**
The Host Company will          provide business class air fares for you, and the members of your accompanying          family, between your Home Country and Host Country on taking up the          Assignment, and back upon early termination of the Assignment, or upon          the termination of your employment, if your employment is terminated          by the Company, unless such termination occurs under Clause 17 of this          Agreement. The cost of shipping a reasonable quantity of personal effects          to the Host Country and their return will also be covered. The Host Company will          pay to you a relocation allowance at the beginning and end of the Assignment          (including where your employment is terminated other than under Clause          17 of the Agreement) equivalent to one month’s Base Salary. This          is intended to cover incidental expenses such as mail-diversion, movement          of personal effects, etc. 
**Host Country Housing**
For the period of the          Assignment the Host Company will provide you with an accommodation          allowance of £7,000 per month and a Utilities and Furniture Allowance          of £1,000 per month both of which will be made after prior deduction          of Host Country hypothetical tax at the appropriate marginal rate. You are responsible for          the provision of soft furnishings including linen, kitchenware, crockery,          glassware and minor electrical equipment. You are also responsible          for all utility costs related to that property including, electricity,          water, telephone and any local housing taxes (those that are not paid          by the landlord).
**Home Country Housing**
Neither the Host Company          nor the Home Company assumes any responsibility for the disposal, renting,          maintenance or any other matter relating to any real property that          you may own, rent or purchase in your Home Country or elsewhere.
**Car**
The Host Company will          provide you with a car in accordance with their Car Scheme and Car          Holders Guide from time to time, which are set out and available to          you on their Intranet site. You may elect instead to receive a monthly          cash allowance in lieu of a motorcar. You will observe the          provisions and conditions of any policy of insurance and the Car Scheme          and Car Holders Guide in force from time to time.
**Children’s Education**
For the period of the          Assignment the Host Company will pay for private schooling (including          transportation to and from school) in your Host Country, for your child,          as agreed with your Host Company. In the event that the Assignment          is terminated by the Host Company after the commencement of a school          year, then the Host Company will continue to pay for private schooling          for your children until the conclusion of that school year.
**Home Country-Specific Terms        and Conditions**
You will continue to          be eligible for U.S. retirement, savings investment, and all other          benefit plans for which you were eligible if you were not on assignment          except where this would be inconsistent with any fiscal or regulatory          provisions. Your salary for pensions purposes will be your base salary          and bonus converted to US$.
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The salary for the purposes          of this paragraph will be adjusted in line with any increases to your          base salary from time to time. During the Assignment          you will continue to be covered by the BOC Group Personal Accident          and Injury Scheme.
**Completion of Assignment**
It is the Company’s          intention that on completion of the Assignment, you will move on to          a position which will enable you to continue to develop your career          and where BOC can benefit from the skills and experience. Should you return to          your Home Country following successful completion of the Assignment          you will revert to your Home Company terms and conditions of employment          as set out in the contract of employment (but subject to your base          salary for the time being), and the additional benefits associated          with your assignment will cease to apply. Alternatively you may be          offered another role in another country or be offered a role in the          Host Company on Host Company terms and conditions of employment.  In extreme circumstances          it may not be immediately possible to offer you an appropriate on-going          position at the end of the assignment. If this is the case you will          be guaranteed employment from the date of your return to your Home          Company at your then base salary and on the standard Home Company terms          and conditions for the lesser of six months or until you secure another          position with the Company. During this period every effort will continue          to be made to place you in a suitable on-going position. In the event that no          suitable on-going employment opportunity has been found at the end          of six months, normal severance and notice conditions will apply, as          defined in the Key Terms.
**Early Termination of Assignment**

 The Assignment may be terminated      early if:
•you give not less than 6 months‘ written          notice to your Host Company, or   •your Host Company gives written notice          to you to take effect either immediately or at any time stated in the          notice if in the absolute discretion of your Host Company, for any          reason (including, but not limited to sickness or other incapacity),          it is impracticable or undesirable for the assignment to continue; 
On early termination of the      assignment by the Host Company:
•repatriation arrangements will apply          as if the Assignment has been completed, and   •you will be reimbursed for unavoidable          expense incurred as a result of termination for a maximum period of          3 months from repatriation, and   • your Home Company will use reasonable          endeavours to offer you an appropriate on-going position in your Home          Country. In extreme circumstances          it may not be immediately possible to offer you an appropriate on-going          position on early termination of the appointment. If this is the case          you will be guaranteed employment from the date of your return to your          Home Company at your then notional salary and on the standard Home          Company terms and conditions for the lesser of six months or until          you secure another position with the Company. During this period every          effort will continue to be made to place you in a suitable on-going          position.
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In the event that no          suitable on-going employment opportunity has been found at the end          of six months, normal severance and notice conditions will apply, as          defined in the Key Terms. Where termination results          from notice given by you or in accordance with Clause 17 of this Agreement,          you will be responsible for all arrangements and costs associated with          your repatriation.
**Directorships**
You agree that upon completion          or termination of your assignment for any reason you will, on request          by the Host Company, immediately resign all Directorships in the Host          Company, and will sign all necessary forms for such purpose.
**Relocation Costs**
If, on or before the          December 1 March 2008, you localise to the UK in accordance with the          terms of the International Assignment Policy, the Host Company will          directly reimburse you for the following costs incurred as a result          of such relocation from Murray Hill, New Jersey to the UK:    a)Sales costs in the US – closing          costs, legal fees, realtor fees.    b)Transfer costs – transfer and          storage    c)Purchase Costs in the UK – survey          fees, legal and search fees, stamp duty, mortgage arrangement fees,          mortgage indemnity fees    d)Disturbance Allowance – A sum          equivalent to one months net base salary will be paid to cover furnishings          etc 
**Modifications to Existing        Terms and Conditions**
Throughout the assignment          you will remain an employee of the Home Company but once you commence          the Assignment, your terms and conditions of employment are supplemented          by the terms of this letter and attachments.
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**IN WITNESS whereof            this Agreement has been signed by or on behalf of the parties to            it on the day and year first before written.**    **Signed            by**/s/ A E Isaac   **for and on behalf            of** **the Company** **in the presence of:               **    **Witness**/s/ C A Hunt    **Name**Carol Anne Hunt    **Address**  **I CONFIRM THAT I have            read and understood Sections 1 and 2, and Schedule 1, and on that            basis I accept the terms and conditions contained in this Agreement.**    **Signed            by you**/s/ J K Masters    **In the presence of:               **    **Witness**/s/ C A Hunt    **Name**Carol Anne Hunt    **Address** 
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20 June 2005

Rebecca McDonaldBHP BillitonNeat House PlaceLondon SW1V 1LH

Dear Rebecca

The following sets out the principal terms of your appointment as a non-executive director of The BOC Group plc (“the Company”). Nick Deeming, Company Secretary, will be in touch shortly to make arrangements with you for your induction programme:
**1.****Term of Office**
Your appointment as a non-executive director of the Company is effective from 1 July 2005 for an initial three year term and is on the terms, and subject to, the conditions of the Company’s Articles of Association. Accordingly, it may be terminated pursuant to the terms of the Articles, but will in any event conclude on 30 June 2008. At that time, however, it may be agreed by you and the Board that you continue for a second term. At any time during your appointment, your appointment may be terminated by either you or the Company giving to the other not less than one month’s written notice.

You will be required to stand for re-election by the shareholders at the next Annual General Meeting which is to be held on 27 January 2006 and at regular intervals as determined by the retirement by rotation requirements of the Company’s Articles of Association. 

On termination of your appointment, you undertake to resign from all offices held by you in any companies forming part of The BOC Group.  

As a non-executive director you are not an employee of the Company and, for the avoidance of doubt, you accept and agree that you will have no claims against the Company or any company forming part of The BOC Group (each a "Group Company") on termination of your appointment subject only to the terms set out in paragraph 3 below.
**2.****Duties**
Your duties as a non-executive director include, but are not limited to, attendance at all Board meetings, the Annual General Meeting and meetings of board committees to which you are appointed. You may also be requested to attend meetings with third parties. 

The schedule of Board meeting dates for the remainder of 2005 and for 2006 are attached (Appendix 1). You will note that at least one board meeting each year is held at an overseas BOC site location. The remaining meetings are held at the corporate head office in Windlesham. The Annual General Meeting is normally held at the end of January.

You are invited to become a member of the Remuneration Committee which meets immediately prior to most Board meetings and, sometimes, additionally at the end of November. I would also invite you to join the Audit Committee which meets four times a year and the Nomination Committee which meets on an ad hoc basis as required but in any event at least once a year. 

We would anticipate a time commitment of a minimum of 20 days per annum after your induction programme, to enable you to fulfil your duties. You have indicated that you consider you have sufficient time to devote to your BOC duties when taken with your other business commitments. Should your commitments change during your term of office you should advise either myself or Nick Deeming as soon as practicable.

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At all times you will use your best endeavours to promote the interests of the Company. You should note that the Company currently maintains indemnity insurance for its directors, details of which are available from the Company Secretary.
**3.****Fees and Expenses**
Non-executive director fees will be paid at the rate of £40,000 per annum of which £10,000, after tax, will, pursuant to an agreed process, be invested in The BOC Group plc Ordinary shares. This sum will be deemed to accrue from day to day, will be payable in equal monthly instalments in arrears and is subject to deductions of national insurance and income tax under the Inland Revenue PAYE regulations. You will also be reimbursed by the Company for all expenses necessarily incurred in performing your duties. 
**4.****Independent Professional Advice**
You may also claim the reasonable costs of any independent professional advice which you, with or without other directors of the Company, have properly taken in the best interests of the Company as to the nature or ambit of your duties as a non-executive director. In any such case you should discuss the issues with me in advance, or if this is not deemed appropriate, then with one or more of your non-executive colleagues. A brief summary of the subject matter on which you intend to seek advice, and the name of the proposed advisers, should also be first furnished to the Company Secretary. Thereafter, the advice when obtained by you should be made available to your other directors.
**5.****Confidential Information**
At all times during, and after the termination, of your appointment as a director of the Company you must not use for your own purposes or for another’s benefit or disclose to any third party any confidential information about The BOC Group. 

Confidential information means details about the business, prospective business, technical processes, computer software, intellectual property rights or finances of The BOC Group, or any combinations of these matters, including without limitation, price lists, details of customers and suppliers, information relating to research and development, marketing strategies and tactics which may come into your possession by virtue of your appointment and which the Company regards, or could reasonably be expected to regard as confidential, whether or not such information is marked as such.

All confidential information and all other documents, papers and property relating thereto (on whatever media or wherever located) which may have been made or prepared by you, or at your request or have come into your possession or under your control in the course of your appointment or which relate in any way to The BOC Group, the business (including prospective business) or affairs of The BOC Group or of any customer, supplier, agent distributor or sub-contractor of The BOC Group shall as between the Company and you be deemed to be the property of the Company. You will return to the Company all such documents and other property including all copies immediately upon the termination of your appointment or at any earlier time on demand.

You will immediately inform the Company if you become aware of the possession, use or knowledge of any confidential information by any person not authorised to possess, have use or knowledge of that information, whether during or after your appointment and will, at the Company’s request, provide such reasonable assistance as is required to deal with such an event.

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All such confidential information should not be disclosed unless or until it enters the public domain, other than by breach of the terms of this letter, is obtained from a third party who is lawfully authorised to disclose such information, or is authorised for release by prior written consent of the Board. Notwithstanding this, you are not prevented from disclosing confidential information where it is required to be disclosed by law or any regulatory or government authority.
**6.****Regulatory Requirements**
It is a requirement under the Companies Act 1985 for a company to maintain a register showing certain personal particulars of its directors. These details must also be filed with the Registrar of Companies.

A Register of Directors’ Interests must also be maintained pursuant to the Companies Act 1985. Any interests held by you or connected persons in the shares and options of the Company must be recorded. All changes to these interests must also be notified to the Company and recorded throughout your directorship of the Company. A more detailed overview of the requirements of the UK Companies Act and UK Listing Authority is contained in section 24 of the attached folder.

A personal details form is enclosed for your completion (Appendix 2) which will provide all the necessary information to comply with the various regulations. When completed return the form to our Company Secretarial Department. 

The information will be used to make the necessary declarations and register entries and to produce the Form 288(a) which will be sent to you for signature to indicate your consent to act as a director. This form will then be filed with the Registrar of Companies. This must be done within 14 days of the date of your appointment.

Attached is a copy of the Directors’ Reference Binder which contains information likely to be useful to you in connection with your appointment as a director of the Company.
**7.****Data Protection Act**
The Company, in connection with the administration of this appointment and your directorship, will have to hold and process certain personal data relating to you. Your signature to this letter will be taken as your consent to that processing.
**8.****Directors' Qualification Shares**
Pursuant to the Company’s Articles of Association, as a director you are required to hold 500 ordinary shares in The BOC Group plc registered in your own name (not in a nominee name or jointly with any other person). If you do not already hold shares in the Company which would meet this requirement, the shares must be acquired within two months of the date of your appointment subject to the regulations on dealing in the Company’s securities set out in the next paragraph. 

When you wish to purchase the shares, using our brokers, JP Morgan Cazenove Ltd, in London may be the easiest way. Should you wish to use Cazenove their contact details can be obtained from the Company Secretarial Department (01276 807759).
**9.****Dealing in BOC Securities**
There are a number of legal and regulatory requirements that restrict the dealing by directors in the securities of the Company. These are explained in more detail in sections 20 and 21 of the enclosed Directors’ Reference Binder. However you should be aware that in advance of any dealing, permission must be obtained from the Chairman or Chief Executive using a ‘Request for Permission to Deal in the Securities of The BOC Group plc’ form enclosed. Such request should be sent via the Company Secretarial Department who will arrange for the request to be reviewed and the consent, or refusal, to deal decision to be communicated to you.

If consent is given, you should deal promptly and in any event within 2 working days from receipt of the permission. If you delay by more than 2 working days, you must reapply for permission to deal.

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As a listed company, The BOC Group plc is subject to the Model Code set out in the UKLA Listing Rules. The Model Code restricts the periods during which directors may deal in a company’s securities. As we go into a close period on 1 July, you should be aware that the next open period for dealing will be from 3 August to 30 September 2005.

Upon completion of the transaction full details must be reported immediately to the Company Secretarial Department using the ‘Notification of Dealing in Securities of The BOC Group plc’ form enclosed. This information will be used to make the necessary notification to a regulatory information service as required by the UKLA Listing Rules. 
**10.****Notices**
All notices must be given in writing and may be given by personal delivery, post or fax. Notice served by you on the Company should be sent to the Company’s registered office. Notices served by the Company on you will be sent to your last known address.

Notices will be deemed to have been served:
(a)if hand delivered, at the time of delivery; or  (b)if sent by fax, twelve hours after being transmitted (excluding weekends and public holidays) subject to satisfactory confirmation of transmission; or  (c)if sent by post, two days after posting (excluding weekends and public holidays).  **11.****Governing Law**
This appointment and the terms of this letter shall be governed by and construed in all respects in accordance with English law.

Yours sincerely

/s/ Rob Margetts

Chairmanencs 

I acknowledge, and agree to, the principal terms of my appointment as a non-executive director of The BOC Group plc as set out above.
Signed: /s/ Rebecca McDonald Date: 27 June 2005  Rebecca McDonald            
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23 January 2005

Mr Matthew F C Miau

  Dear Matthew

The following sets out the principal    terms of your appointment as a non-executive director of The BOC Group plc    (“the Company”):
**1.****Term of Office**
Your appointment as a non-executive    director of the Company was effective from 23 January 2002. Having now served    an initial three year term, I confirm that you will serve for a further three    year term, on the terms, and subject to, the conditions of the Company’s    Articles of Association. Accordingly, it may be terminated pursuant to the    terms of the Articles but will in any event conclude on 23 January 2008.

You will remain subject to the    retirement by rotation regulations requiring you, if agreed by you and the    Board, to stand for re-election by the shareholders at certain intervals    determined in accordance with the Company’s Articles.

At any time during your appointment,    your appointment may be terminated by either you or the Company giving to    the other not less than one month’s written notice.

On termination of your appointment,    you undertake to resign from all offices held by you in any companies forming    part of The BOC Group other than the joint venture BOC Leinhwa Industrial    Gases Company Limited or any other company within that joint venture group    of companies. 

As a non-executive director    you are not an employee of the Company and, for the avoidance of doubt, you    accept and agree that you will have no claims against the Company or any    company forming part of The BOC Group (each a "Group Company")    on termination of your appointment subject only to the terms set out in paragraph    3 below.
**2.****Duties**
Your duties as a non-executive    director include, but are not limited to, attendance at all Board meetings,    the Annual General Meeting and meetings of board committees to which you    are appointed. You may also be requested to attend meetings with third parties. 

You will remain a member of    the Audit Committee which meets four times a year and a member of the Nomination    Committee which meets on an ad hoc basis but at least once a year and a member    of the Remuneration Committee that meets six times a year.

We would anticipate a time commitment    of a minimum of 20 days per annum to enable you to fulfil your duties. You    have previously indicated that you consider you have sufficient time to devote    to your BOC duties when taken with your other business commitments. Should    your commitments change during your term of office you should advise either    myself or Nick Deeming as soon as practicable.

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At all times you will use your    best endeavours to promote the interests of the Company. You should note    that the Company currently maintains indemnity insurance for its directors,    details of which are available from the Company Secretary.
**3.****Fees and Expenses**
At the date of this letter the    non-executive director fees are paid at the rate of £40,000 per annum.    This sum will be deemed to accrue from day to day, will be payable in equal    monthly instalments in arrears and is subject to deductions of national insurance    and income tax under the Inland Revenue PAYE regulations. You will also be    reimbursed by the Company for all expenses necessarily incurred in performing    your duties. 
**4.****Independent Professional Advice**
You may also claim the reasonable    costs of any independent professional advice which you, with or without other    directors of the Company, have properly taken in the best interests of the    Company as to the nature or ambit of your duties as a non-executive director.    In any such case you should discuss the issues with me in advance, or if    this is not deemed appropriate, then with one or more of your non-executive    colleagues. A brief summary of the subject matter on which you intend to    seek advice, and the name of the proposed advisers, should also be first    furnished to the Company Secretary. Thereafter, the advice when obtained    by you should be made available to your other directors.
**5.****Confidential Information**
At all times during, and after    the termination, of your appointment as a director of the Company you must    not use for your own purposes or for another’s benefit or disclose    to any third party any confidential information about The BOC Group. 

Confidential information means    details about the business, prospective business, technical processes, computer    software, intellectual property rights or finances of The BOC Group, or any    combinations of these matters, including without limitation, price lists,    details of customers and suppliers, information relating to research and    development, marketing strategies and tactics which may come into your possession    by virtue of your appointment and which the Company regards, or could reasonably    be expected to regard as confidential, whether or not such information is    marked as such.

All confidential information    and all other documents, papers and property relating thereto (on whatever    media or wherever located) which may have been made or prepared by you, or    at your request or have come into your possession or under your control in    the course of your appointment or which relate in any way to The BOC Group,    the business (including prospective business) or affairs of The BOC Group    or of any customer, supplier, agent distributor or sub-contractor of The    BOC Group shall as between the Company and you be deemed to be the property    of the Company. You will return to the Company all such documents and other    property including all copies immediately upon the termination of your appointment    or at any earlier time on demand.

You will immediately inform    the Company if you become aware of the possession, use or knowledge of any    confidential information by any person not authorised to possess, have use    or knowledge of that information, whether during or after your appointment    and will, at the Company’s request, provide such reasonable assistance    as is required to deal with such an event.

All such confidential information    should not be disclosed unless or until it enters the public domain, other    than by breach of the terms of this letter, is obtained from a third party    who is lawfully authorised to disclose such information, or is authorised    for release by prior written consent of the Board. Notwithstanding this,    you are not prevented from disclosing confidential information where it is    required to be disclosed by law or any regulatory or government authority.

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**6.****Regulatory Requirements**
It is a requirement under the    Companies Act 1985 for a company to maintain a register showing certain personal    particulars of its directors. These details must also be filed with the Registrar    of Companies.

A Register of Directors’ Interests    must also be maintained pursuant to the Companies Act 1985. Any interests    held by you or connected persons in the shares and options of the Company    must be recorded. All changes to these interests must also be notified to    the Company and recorded throughout your directorship of the Company. A more    detailed overview of the requirements of the UK Companies Act and UK Listing    Authority is contained in section 22 of the Directors’ Reference Binder.
**7.****Data Protection Act**
The Company, in connection with    the administration of this appointment and your directorship, will have to    hold and process certain personal data relating to you. Your signature to    this letter will be taken as your consent to that processing.
**8.****Directors' Qualification Shares**
Pursuant to the Company’s    Articles of Association, as a director you are required to hold 500 ordinary    shares in The BOC Group plc registered in your own name (not in a nominee    name or jointly with any other person). 
**9.****Dealing in BOC Securities**
There are a number of legal    and regulatory requirements that restrict the dealing by directors in the    securities of the Company. These are explained in more detail in sections    18 and 19 of the Directors’ Reference Binder. However you should be    aware that in advance of any dealing, permission must be obtained from the    Chairman or Chief Executive using a ‘Request for Permission to Deal    in the Securities of The BOC Group plc’ form. Such request should be    sent via the Company Secretarial Department who will arrange for the request    to be reviewed and the consent, or refusal, to deal decision to be communicated    to you.

If consent is given, you should    deal promptly and in any event within 3 working days from receipt of the    permission. If you delay by more than 3 working days, you must reapply for    permission to deal.

As a listed company, The BOC    Group plc is subject to the Model Code set out in the UKLA Listing Rules.    The Model Code restricts the periods during which directors may deal in a    company’s securities. The Open Period dates are given in section 17    of the Directors’ Reference Binder.

Upon completion of the transaction    full details must be reported immediately to the Company Secretarial Department    using the ‘Notification of Dealing in Securities of The BOC Group plc’ form.    This information will be used to make the necessary notification to a Regulatory    Information Service as required by the UKLA Listing Rules. 
**10.****Previous Agreements**
This letter agreement is in    substitution for all previous agreements / arrangements between you and the    Company, in particular that dated 23 January 2002, and this letter agreement    records the true and full position as at the date hereof.
**11.****Notices**
All notices must be given in    writing and may be given by personal delivery, post or fax. Notice served    by you on the Company should be sent to the Company’s registered office.    Notices served by the Company on you will be sent to your last known address.

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Notices will be deemed to have    been served:
(a)if hand delivered, at the time of delivery;        or  (b)if sent by fax, twelve hours after        being transmitted (excluding weekends and public holidays) subject to        satisfactory confirmation of transmission; or  (c)if sent by post, two days after posting        (excluding weekends and public holidays).  **12.****Governing Law**
This appointment and the terms    of this letter shall be governed by and construed in all respects in accordance    with English law.

Yours sincerely

/s/ R Margetts

Chairman  encs 

I acknowledge, and agree to,    the principal terms of my appointment as a non-executive director of The    BOC Group plc as set out above.
Signed: /s/ M F C Miau Date: 23/1/2005  M F C Miau            
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