<PAGE>
                                                                    Exhibit 10.3

                        AIR PRODUCTS AND CHEMICALS, INC.

                           SUPPLEMENTARY SAVINGS PLAN

             As Amended and Restated Effective as of April 1, 1998

                Reflecting Amendments through September 30, 2002
<PAGE>
                        AIR PRODUCTS AND CHEMICALS, INC.
                           SUPPLEMENTARY SAVINGS PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE AND
SECTION
NUMBER(S)                                            TITLE                                           PAGE
---------                                            -----                                           ----
<S>                        <C>                                                                       <C>
                           PREAMBLE ................................................................    1

ARTICLE 1                  PURPOSE OF THE PLAN .....................................................    2

      Section 1.1          Purpose .................................................................    2

ARTICLE 2                  DEFINITIONS .............................................................    3

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

      Section 2.2          Gender and Number .......................................................    8
</TABLE>

                                       i
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<TABLE>
<S>                        <C>                                                                         <C>
ARTICLE 3                  PARTICIPATION AND DEFERRAL ELECTIONS ....................................    9

      Section 3.1          Participation ...........................................................    9
      Section 3.2          Deferral Elections ......................................................   10

ARTICLE 4                  ACCOUNTING AND VALUATION ................................................   12

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

ARTICLE 5                  VESTING AND DISTRIBUTION ................................................   15

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

ARTICLE 6                  ADMINISTRATION ..........................................................   19

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

ARTICLE 7                  FUNDING .................................................................   22

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

ARTICLE 8                  AMENDMENT AND TERMINATION ...............................................   24

      Section 8.1          Amendment and Termination ...............................................   24

ARTICLE 9                  GENERAL PROVISIONS ......................................................   25

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

                                       ii
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<TABLE>
<CAPTION>
ARTICLE AND
SECTION
NUMBER(S)                                            TITLE                                           PAGE
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<S>                        <C>                                                                       <C>

</TABLE>

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

                                    Preamble

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

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

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

                               PURPOSE OF THE PLAN

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

                                      -2-
<PAGE>
                                    ARTICLE 2

                                   DEFINITIONS

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

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

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

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

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

                                      -3-
<PAGE>
         severance or incentive plan or other retirement, pension, or
         profit-sharing plan of the Company or an Employer;

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

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

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

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

                                      -4-
<PAGE>
         (e) "CASH SAVINGS ACCOUNT" shall mean a Participant's sub-account to
which dollar denominated amounts are credited as described in Section 4.1 below.

         (f) "CHANGE IN CONTROL" shall mean the first to occur of any one of the
events described below:

                  (i)      Stock Acquisition. Any "person", as such term is used
                           in Sections 13(d) and 14(d)(2) of the Securities
                           Exchange Act of 1934 (the "Act"), other than the
                           Company or a corporation whose outstanding stock
                           entitled to vote is owned in the majority, directly
                           or indirectly, by the Company, or a trustee of an
                           employee benefit plan sponsored solely by the Company
                           and/or such a corporation, is or becomes, other than
                           by purchase from the Company or such a corporation,
                           the "beneficial owner" (as such term is define in
                           Rule 13d-3 under the Act), directly or indirectly, of
                           securities of the Company representing 20% or more of
                           the combined voting power of the Company's then
                           outstanding voting securities. Such a Change in
                           Control shall be deemed to have occurred on the first
                           to occur of the date securities are first purchased
                           by a tender or exchange offeror, the date on which
                           the Company first learns of acquisition of 20% of
                           such securities, or the later of the effective date
                           of an agreement for the merger, consolidation or
                           other reorganization of the Company or the date of
                           approval thereof by a majority of the Company's
                           shareholders, as the case may be.

                  (ii)     Change in Board. During any period of two consecutive
                           years, individuals who at the beginning of such
                           period were members of the Board cease for any reason
                           to constitute at least a majority of the Board,
                           unless the election or nomination for election by the
                           Company's shareholders of

                                      -5-
<PAGE>
                           each new director was approved by a vote of at least
                           two-thirds of the directors then still in office who
                           were directors at the beginning of the period. Such a
                           Change in Control shall be deemed to have occurred on
                           the date upon which the requisite majority of
                           directors fail to be elected by the shareholders of
                           the Company.

                  (iii)    Other Events. Any other event or series of events
                           which, not withstanding any other provision of this
                           definition, is determined, by a majority of the
                           outside members of the Board serving in office at the
                           time such event or events occur, to constitute a
                           change in control of the Company for purposes of this
                           Plan. Such a Change in Control shall be deemed to
                           have occurred on the date of such determination or on
                           such other date as such majority of outside members
                           of the Board shall specify.

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

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

         (I) "COMMON STOCK" shall mean common stock of the Company.

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

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

                                      -6-
<PAGE>
         (l) "COMPANY STOCK ACCOUNT" shall mean a Participant's sub-account to
which company stock units are credited as described in Section 4.2 below.

         (m) "DEFERRAL ELECTION" shall mean an election made by an Employee
described in Section 3.2.

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

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

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

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

                                      -7-
<PAGE>
         (r) "EMPLOYEE CONTRIBUTIONS" shall mean Before-Tax Contributions and
After-Tax Contributions to the Savings Plan.

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

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

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

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

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

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

                                      -8-
<PAGE>
         (y) "PLAN YEAR" shall mean the twelve-month period beginning on October
1 of each calendar year and ending on September 30 of the following calendar
year. A Plan Year shall be designated according to the calendar year in which
such Plan Year ends (e.g., the 1998 Plan Year refers to the Plan Year beginning
on October 1, 1997 and ending on September 30, 1998).

         (z) "SAVINGS PLAN" shall mean the Air Products and Chemicals, Inc.
Retirement Savings and Stock Ownership Plan, as in effect on the Effective Date
and as amended and in effect from time to time thereafter.

         (aa) "SUPPLEMENTARY SAVINGS ACCOUNT" shall mean the account established
for a Participant pursuant to Section 4.1 and maintained under the Plan to
record the Elective Deferrals and Matching Credits, and the change in value
thereof, and distributions therefrom, as provided in Article 4.

         (bb) "TAX LIMITATIONS" shall mean Code sections identified in Section
1.1 and the Savings Plan provisions and administrative procedures adopted by the
Plan Administrator to ensure compliance of the Savings Plan with such Code
sections.

         SECTION 2.2 GENDER AND NUMBER. Whenever used herein, the masculine
pronoun shall include the feminine and vice versa. The singular shall include
the plural and the plural shall include the singular whenever used herein,
unless the context requires otherwise.

                                      -9-
<PAGE>
                                    ARTICLE 3

                      PARTICIPATION AND DEFERRAL ELECTIONS

         SECTION 3.1 PARTICIPATION.

         (a) Each person who was a Participant on the day before the Effective
Date shall remain a Participant on and after the Effective Date, until such
person ceases to be a Participant in accordance with paragraph (c) below.

         (b) An Employee who was not a Participant on the day before the
Effective Date shall become a Participant in the Plan as of the first day of the
calendar month after which he becomes an Employee; provided that a Deferral
Election is completed and timely filed prior to that time in accordance with
Section 3.2. An Employee who does not become a Participant when he first becomes
an Employee, as provided in the preceding sentence, can become a Participant as
of the first day of any subsequent calendar month, provided that he is still an
Employee and a Deferral Election is completed and timely filed prior to that
time in accordance with Section 3.2. Notwithstanding the above, on or after
August 1, 2001, an Employee who is not already a Participant shall become a
Participant as of the first pay when he is an Employee that his Employee
Contributions are stopped due to the Tax Limitations, provided that he does not
decline participation as provided in Subsection 3.2(b) below.

         (c) An Employee who becomes a Participant shall continue to be a
Participant until such time as his Supplementary Savings Account has been
completely distributed to him or on his behalf.

                                      -10-
<PAGE>
         SECTION 3.2 DEFERRAL ELECTIONS.

         (a) Prior to August 1, 2001, an Employee may elect to participate in
the Plan by making a Deferral Election in accordance with the following: The
Employee may elect to defer a portion of each periodic installment of his Annual
Salary which has not been earned, which portion may be expressed as a whole
percentage of each such periodic installment or two different percentages of
each such periodic installment applying respectively to Annual Salary over and
under a certain level. The total percentage of Annual Salary deferred under the
Plan may not exceed the difference between Employee Contributions made by the
Participant under the Savings Plan for the Plan Year expressed as a percentage
of the Participant's Annual Salary for the Plan Year, and the deferral
percentage limit which is in effect for "highly compensated employees", as
defined by Code Section 414(q), under the Savings Plan to maintain the Savings
Plan's compliance with the anti-discrimination provisions of Code Section 401(k)
applicable to Before-Tax Contributions, also referred to as the Actual Deferral
Percentage Test.

                  A Deferral Election may be made, changed, or terminated with
respect to the first periodic installment of Annual Salary earned in any
calendar month, provided that the Employee notifies the Plan Administrator no
later than the 15th day of the preceding calendar month. Any Deferral Election
which is made, changed, or terminated will apply only with respect to Annual
Salary not yet earned by the Employee. An Employee's Deferral Election remains
in effect until changed or terminated by the Employee or until he no longer is
an Employee. An Employee's Deferral Election shall be made in such form and
manner and at such times as determined by the Committee or the Plan
Administrator.

         (b) After August 1, 2001, unless he or she elects not to make a
Deferral Election, an Employee who cannot make Employee Contributions with
respect to a

                                      -11-
<PAGE>
periodic installment of his Annual Salary which has not yet been earned due to
Tax Limitations will be deemed to have made a Deferral Election to defer from
such periodic installment of his Annual Salary, an amount equal to a fixed whole
percentage of such periodic installment of Annual Salary, which percentage shall
equal the percentage of Annual Salary the Employee elected to make as Employee
Contributions to the Savings Plan in his most recent Deferral Election under
Section 3.02 of the Savings Plan; provided that such percentage may not exceed
8% prior to January 1, 2002 and 16% thereafter.

                  An Employee's Deferral Election which is deemed to be made in
accordance with the preceding paragraph may be changed or terminated with
respect to the first periodic installment of Annual Salary earned in any month
provided that the Employee notifies the Plan Administrator no later than the
15th day of the prior month. An Employee may also elect to decline deferring
Annual Salary. Such an election shall be made in the form or manner determined
by the Plan Administrator.

         (c) Each Employee who becomes a Participant for the first time by
making a Deferral Election in accordance with (a) or (b) above shall provide the
Plan Administrator with a designation as to the form of distribution and time of
distribution from the available options described in Section 5.3. Annual Salary
which is deferred pursuant to a Deferral Election will not be paid at the time
it is earned but will be credited to the Participant's Supplementary Savings
Account as provided in Section 4.1 and may be distributed only in accordance
with Article 5.

                                      -12-
<PAGE>
                                ARTICLE 4

                            ACCOUNTING AND VALUATION

         SECTION 4.1 ACCOUNTING FOR ELECTIVE DEFERRALS, MATCHING CREDITS, AND
EARNINGS.

         (a) A Supplementary Savings Account will be established and maintained
for each Participant on the financial books and records of the Company or the
Employer with respect to its Employees who are Participants, as a liability to
the Participant. Each Participant's Supplementary Savings Account shall consist
of two sub-accounts, a Cash Savings Account and a Company Stock Account.

         (b) As of the last day of each calendar month, a Participant's Cash
Savings Account will be credited with the amount of the Participant's Elective
Deferrals for such month. Effective October 1, 1994, a Participant's Cash
Savings Account will be credited as of the last day of the calendar month with a
Matching Credit equal to the Company Matching Contribution that would have been
made under the Savings Plan on account of the Participant's Elective Deferrals
for the calendar month if the Elective Deferrals had been Employee Contributions
made under the Savings Plan. Prior to August 1, 2001, the Matching Credit shall
be calculated as if the Participant had first made all allowable Employee
Contributions which are Matched Contributions under the Savings Plan.

         (c) A Participant's Cash Savings Account will be credited with interest
on the balance quarterly at the Moody's A-rated long-term industrial bond
average rate, unless the Committee determines that a different interest rate
shall be used. In the event a

                                      -13-
<PAGE>
different interest rate is determined to be used, which results in a lower
return to the Participant, it shall begin to apply as of a date on or following
the date of such determination.

         SECTION 4.2 COMPANY STOCK ACCOUNT.

         (a) Effective January 1, 2000, while he or she is employed by the
Company or an Employer, a Participant may elect, at the times and in the manner
determined by the Plan Administrator, to have all or a portion of the amount
credited to his or her Cash Savings Account transferred to a Company Stock
Account which is a sub-account deemed to be invested in Common Stock. The
Participant's Company Stock Account shall be credited with that number of whole
units obtained by dividing the amount he or she elects to transfer from his or
her Cash Savings Account by the fair market value of a share of Common Stock on
the date credited (with the units thus calculated herein referred to as "company
stock units"). Any excess shall remain credited to the Participant's Cash
Savings Account. For purposes of the Plan, the fair market value of a share of
Common Stock on any date shall be equal to the closing sales price on the New
York Stock Exchange, as reported on the composite transaction tape, for such
date, or, if no sales were quoted on such date, on the most recent preceding
date on which sales were quoted. Amounts credited to the Company Stock Account
may not be converted back to the Cash Savings Account.

         (b) Following the declaration of a cash dividend on the Common Stock,
each Participant who has a Company Stock Account shall be credited with an
amount equal to the cash dividends ("Dividend Equivalents") which would have
been paid if the company stock units credited to such Account on the record date
for such dividend had been issued and outstanding shares of Common Stock. Such
Dividend Equivalents shall be credited to such Participant's Cash Savings
Account effective no later than the

                                      -14-
<PAGE>
last day of the fiscal quarter in which the payment date for such dividend
occurred and shall therein accumulate interest as provided in paragraph 4.1(c)
above.

         (c) Following the declaration of a dividend payable in Common Stock, a
Participant's Company Stock Account shall be credited with additional company
stock units equivalent to the number of shares of Common Stock which would have
been delivered if the company stock units credited to such Account on the record
date for such dividend had been issued and outstanding shares of Common Stock.
Such additional company stock units shall be credited to each Participant's
Company Stock Account effective no later than the last day of the fiscal quarter
in which the payment date for such dividend occurred.

         SECTION 4.3 STATEMENTS TO PARTICIPANTS. The Plan Administrator shall
maintain such books and records as he deems necessary to administer the Plan and
shall be responsible for determining the balance in the Participants'
Supplementary Savings Accounts from time to time. Participants shall receive a
statement at least once during each Plan Year which shows the balance in their
Supplementary Savings Account.

                                      -15-
<PAGE>
                                    ARTICLE 5

                            VESTING AND DISTRIBUTION

         SECTION 5.1 VESTING. A Participant's Supplementary Savings Account is
100% vested at all times.

         SECTION 5.2 ELIGIBILITY FOR DISTRIBUTION. No distributions will be made
prior to a Participant's Distribution Event or death.

         (a) DISTRIBUTION EVENT. In the event of a Participant's Distribution
Event, his Supplementary Savings Account shall be valued and distributed as
provided in Section 5.3.

         (b) DEATH. In the event of a Participant's death prior to a
Distribution Event, his Supplementary Savings Account shall be valued as of the
last day of the Plan Year during which the Participant's death occurs and
distributed to the Participant's Beneficiary as soon as practical thereafter. In
the event of a Participant's death after a Distribution Event, the remaining
amount due to the Participant shall be determined as of the last day of the Plan
Year during which such Participant's death occurs and distributed to the
Participant's Beneficiary as soon as practicable thereafter.

         (c) TAX WITHHOLDING. All distributions from the Plan shall be subject
to Federal income and other tax withholding as required by applicable law.

                                      -16-
<PAGE>
         SECTION 5.3 FORM OF PAYMENT AND COMMENCEMENT OF DISTRIBUTION TO
PARTICIPANTS.

         (a) FORM AND MANNER OF PAYMENT TO A PARTICIPANT. Amounts credited to a
Participant's Cash Savings Account shall be distributed in cash. Amounts
credited to Participant's Company Stock Account shall be distributed in whole
shares of Common Stock equal to the number of company stock units credited
thereto. Distribution of a Participant's Supplementary Savings Account to the
Participant shall be in such of the following forms of payment as the
Participant shall elect:

                  (1) LUMP SUM. A single lump sum payment.

                  (2) INSTALLMENTS. Substantially equal annual installments not
         to exceed ten (10), commencing in such year following the occurrence of
         a Distribution Event with respect to a Participant as is elected by the
         Participant; provided, however, that no payment shall be made more than
         ten (10) calendar years after such Distribution Event. Installment
         distributions shall be comprised of amounts from a Participant's Cash
         Savings Account and Company Stock Account in the proportion that the
         value of each such Account bears to the total value of the
         Participant's Supplementary Savings Account at the time of the
         distribution, rounded to eliminate fractional shares.

         (b) DISTRIBUTION TO A PARTICIPANT. Distribution to a Participant will
be made or begin in the January following the occurrence of a Distribution Event
with respect to the Participant, or in January of any subsequent year, in
accordance with the Participant's election as to form and time of payout
pursuant to subsection (c) below, which is

                                      -17-
<PAGE>
effective as of the date of the Distribution Event or which becomes effective
prior to the first scheduled payment under the election in effect at the time of
Distribution Event. In the event no effective or potentially effective election
exists as of the January following the occurrence of a Distribution Event, the
Participant's entire Supplementary Savings Account shall be distributed in a
single distribution. A Participant's Supplementary Savings Account will continue
to be adjusted as provided in Article 4 until it is completely distributed.
Except as otherwise provided herein, the amount of any distribution shall be
determined based on the value of the Participant's Supplementary Savings Account
as of the end of the month which precedes the month in which a distribution is
to be made hereunder.

         (c) ELECTING AND CHANGING THE FORM OR TIME OF COMMENCEMENT. A
Participant shall make an election with respect to form and time of payout of
his or her Supplementary Savings Account as described in subsection(a) at the
time of his or her initial Deferral Election which shall be immediately
effective. While he or she is actively employed by the Company or one of its
subsidiaries, a Participant may change his or her election in regard to the form
and time of commencement of distributions from his or her Supplementary Savings
Account, provided that such election is made in a form and manner satisfactory
to the Committee. Such a change in election will be effective on the one-year
anniversary of the date it is received by the Plan Administrator; provided that,
in the event a Distribution Event with respect to such Participant occurs prior
to the date an election becomes effective, the election shall not become
effective if the first scheduled payment under the election in effect at the
time of the Distribution Event is due prior to such one-year anniversary.
Notwithstanding the preceding sentence, the initial change in election made by a
Participant during fiscal year 1998 and on or after April 1, 1998, if any, shall
be effective immediately. A change in election, when effective, shall supersede
all prior elections and shall apply to the

                                      -18-
<PAGE>
Participant's entire Supplementary Savings Account, including all prior and
future amounts credited thereto, until a later election becomes effective.

         (d)      CASH OUT OF SMALL ACCOUNTS. Notwithstanding the above, if the
                  value of a Participant's Supplementary Savings Account is
                  $5000 or less as of the last day of the calendar year in which
                  a Distribution Event occurs with respect to such Participant,
                  his or her Supplementary Savings Account shall be distributed
                  in its entirety in the January following the occurrence of
                  such Distribution Event.

         SECTION 5.4 CHANGE IN CONTROL. Notwithstanding the above provisions of
this Article 5, upon a Change in Control, and for a three-year period commencing
on the date of the Change in Control, a Participant shall be entitled to elect
an immediate lump sum payment of the total value of his or her Supplementary
Savings Plan Account on the date of the Change in Control or, if greater, the
date of the election. If an Employee elects an immediate distribution pursuant
to this Section 5.4, it shall not affect his or her continued eligibility under
the Plan; however, his or her Supplementary Savings Plan Account shall be
reduced by the amount paid out.

                                      -19-
<PAGE>
                                    ARTICLE 6

                                 ADMINISTRATION

         SECTION 6.1 PLAN ADMINISTRATION AND INTERPRETATION. The Plan shall be
administered by the Company's Employee Benefit Plan Committee or such other
committee as is designated by the Board to administer the Savings Plan (referred
to as the "Committee"). The Committee shall have full power and authority to
administer the Plan and interpret the provisions of the Plan in a manner
consistent with the interpretations of similar provisions in the Savings Plan as
the context reasonably permits. The Committee's powers shall include, by way of
illustration and not limitation, the discretionary authority and power to
construe and interpret the Plan provisions, decide all questions of eligibility
for benefits, and determine the amount, time, and manner of payments of any
benefits and to authorize the payment of benefits hereunder, to the extent such
powers have not been given to the Plan Administrator pursuant to Section 6.2
below or otherwise. The Committee may delegate, or appoint one or more
individuals or committees to assist it in carrying out, its duties and
responsibilities under the Plan and may adopt rules and regulations for the
administration of the Plan and alter, amend, or revoke any rules or regulations
so adopted. The decisions of the Committee or its delegates shall be final and
binding on the Company, the Employers, the Employees, Participants, and
Beneficiaries.

         SECTION 6.2 CLAIM AND APPEAL PROCEDURE.

         (a) CLAIM PROCEDURE. In the event of a claim by a Participant or a
Participant's Beneficiary for or in respect of any benefit under the Plan or the
method of payment thereof, such Participant or Beneficiary shall present the
reason for his claim

                                      -20-
<PAGE>
in writing to the Plan Administrator. The Plan Administrator shall, within
ninety (90) days after the receipt of such written claim, send written
notification to the Participant or Beneficiary as to its disposition, unless
special circumstances require an extension of time for processing the claim. If
such an extension of time for processing is required, written notice of the
extension shall be furnished to the claimant prior to the termination of the
initial ninety (90) day period. In no event, however, shall such extension
exceed a period of ninety (90) days from the end of such initial period. The
extension notice shall indicate the special circumstances requiring an extension
of time and the date by which the Plan Administrator expects to render the final
decision.

         In the event the claim is wholly or partially denied, the Plan
Administrator's written notification shall state the specific reason or reasons
for the denial, include specific references to pertinent Plan provisions on
which the denial is based, provide an explanation of any additional material or
information necessary for the Participant or Beneficiary to perfect the claim
and a statement of why such material or information is necessary, and set forth
the procedure by which the Participant or Beneficiary may appeal the denial of
the claim. If the claim has not been granted and notice is not furnished within
the time period specified in the preceding paragraph, the claim shall be deemed
denied for the purpose of proceeding to appeal in accordance with subsection (b)
below.

         (b) APPEAL PROCEDURE. In the event a Participant or Beneficiary wishes
to appeal the denial of his claim, he may request a review of such denial by
making written application to the Committee within sixty (60) days after receipt
of the written notice of denial (or the date on which such claim is deemed
denied if written notice is not received within the applicable time period
specified in subsection (a) above). Such Participant or Beneficiary (or his duly
authorized representative) may, upon written

                                      -21-
<PAGE>
request to the Committee, review documents which are pertinent to such claim,
and submit in writing issues and comments in support of his position. Within
sixty (60) days after receipt of the written appeal (unless an extension of time
is necessary due to special circumstances or is agreed to by the parties, but in
no event more than one hundred and twenty (120) days after such receipt), the
Committee shall notify the Participant or Beneficiary of its final decision. If
an extension of time for review is required because of special circumstances,
written notice of the extension shall be furnished to the claimant prior to the
commencement of the extension. The final decision shall be in writing and shall
include: (i) specific reasons for the decision, written in a manner calculated
to be understood by the claimant, and (ii) specific references to the pertinent
Plan provisions on which the decision is based.

         (c) CHANGE IN CONTROL. Notwithstanding the above, upon a Change in
Control, for the three-year period commencing on the date of the Change in
Control, the Plan Administrator shall notify the Participant of the disposition
of a claim under subsection (a) above, and the Committee shall notify the
Participant of the decision on an appeal under subsection (b) above, within ten
(10) days of receipt of the claim or appeal, respectively.

                                      -22-
<PAGE>
                                    ARTICLE 7

                                     FUNDING

         SECTION 7.1 BENEFITS UNFUNDED. The Plan shall be unfunded. Neither the
Company, an Employer, the Board, nor the Committee shall be required by the
terms of the Plan to segregate any assets in connection with the Plan. Neither
the Company, an Employer, the Board, nor the Committee shall be deemed to be a
trustee of any amounts to be paid under the Plan. Any liability to any person
with respect to benefits payable under the Plan shall be only a claim against
the general assets of the Company or the Employer, whichever maintains the
Participant's Supplementary Savings Account. No such liability shall be deemed
to be secured by any pledge or any other encumbrance on any specific property of
the Company or an Employer.

         SECTION 7.2 NON-QUALIFIED PLAN. The Plan will not be qualified under
the Code, and the Company and the Employers shall not be required to qualify the
Plan.

         SECTION 7.3 ERISA. The Plan is intended to constitute an unfunded plan
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees of the Company and
the other Employers which qualifies for the exclusions from Title I of ERISA
provided for in Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. In the event
that any regulatory or other body or court should determine that the Plan does
not qualify for any such exclusion, then the Company may retroactively revise
the eligibility criteria under the Plan so that it may qualify for the exclusion
or take such other action it deems appropriate, and the Company and the
Employers shall have no liability to those individuals who had been eligible for
benefits under the Plan prior to such revision or

                                      -23-
<PAGE>
action in excess of any amount credited to the individual's Supplementary
Savings Account as of the effective date of any such action.

                                      -24-
<PAGE>
                                    ARTICLE 8

                            AMENDMENT AND TERMINATION

         SECTION 8.1 AMENDMENT AND TERMINATION. While the Company intends to
maintain the Plan, the Company specifically reserves the right in the sole and
unfettered discretion of the Board (or the Committee consistent with the
Committee's authority therefor under the Savings Plan or delegations from the
Board), at any time, to amend in whole or part any or all of the provisions of
the Plan and to suspend and/or terminate the Plan for whatever reason it may
deem appropriate; provided, however, that no such amendment, suspension, or
termination shall reduce the benefits payable to or accrued by a Participant as
of the date of such amendment, suspension, or termination, or eliminate the
requirement to credit interest or Dividend Equivalents on the Participant's Cash
Savings Account or Company Stock Account, respectively, except as provided in
Section 7.3. If the Plan is terminated, all Deferral Elections shall terminate
automatically and all benefits previously accrued shall be payable at such times
as otherwise provided herein.

                                      -25-
<PAGE>
                                    ARTICLE 9

                               GENERAL PROVISIONS

         SECTION 9.1 NON-ALIENATION OF BENEFITS. Except as may be required by
law, no benefit payable under the Plan is subject in any manner to anticipation,
alienation, sale, transfer, assignment, garnishment, pledge, encumbrance, or
charge whether voluntary or involuntary, including in respect of liability of a
Participant or Beneficiary for alimony or other payments for the support of a
spouse, former spouse, child, or other dependent, prior to actually being
received by the Participant or Beneficiary under the Plan, and any attempt to
anticipate, alienate, sell, transfer, assign, garnish, pledge, encumber, or
charge the same shall be void. No such benefits will in any manner be liable for
or subject to the debts, contracts, liabilities, engagements, or torts of any
Participant or Beneficiary. If any Participant or Beneficiary is adjudicated
bankrupt or attempts or purports to anticipate, alienate, sell, transfer,
assign, garnish, pledge, encumber, or charge any benefit or payment under the
Plan voluntarily or involuntarily, the Committee, in its sole discretion, shall
have the authority to cause the same or any part thereof then payable to be held
or applied to or for the benefit of such Participant, Beneficiary, spouse,
children, or other dependents, or any of them, in such manner and in such
proportion as the Committee shall determine.

         SECTION 9.2 CONTRACTUAL OBLIGATIONS. Notwithstanding Section 7.1
hereof, the Company and each Employer hereby makes a contractual commitment to
pay the benefits theretofore accrued in respect of each Participant who is an
Employee or former Employee of the Company or such Employer, respectively, under
the Plan at such times as such benefits are payable under the terms of the Plan.
However, neither the Company nor any Employer nor the Plan gives the Participant
or any Beneficiary

                                      -26-
<PAGE>
any beneficial ownership interest in any assets of the Company or any Employer.
A Participant's rights under the Plan are limited to the right to receive a
distribution of the value of his Supplementary Savings Account in accordance
with Article 5, which right is that of an unsecured general creditor of the
Company or the Employer, as applicable.

         SECTION 9.3 NO EMPLOYMENT RIGHTS. Nothing contained in the Plan shall
be construed as a contract of employment between the Company or an Employer and
any Employee, or as a guarantee or right of any Employee to future or continued
employment with the Company or an Employer, or as a limitation on the right of
the Company or an Employer to discharge any of its Employees with or without
cause. Specifically, designation as an Employee does not create any rights, and
no rights are created under the Plan, with respect to continued or future
employment or conditions of employment.

         SECTION 9.4 MINOR OR INCOMPETENT. If the Committee determines that any
Participant or Beneficiary entitled to payments under the Plan is a minor or
incompetent by reason of physical or mental disability, it may, in its sole
discretion, cause all payments thereafter becoming due to such person to be made
to any other person for his benefit, without responsibility to follow
application of amounts so paid. Payments made pursuant to this provision shall
completely discharge the Company, the Employers, the Plan, the Board, and the
Committee from all further obligation with respect to benefits under the Plan.

         SECTION 9.5 UNCLAIMED AMOUNTS. If any distribution to be made hereunder
remains unclaimed for a period of two (2) years, no further interest shall
accrue to or for the account of a Participant or Beneficiary on the amount of
such distribution.

                                      -27-
<PAGE>
         SECTION 9.6 PAYEE UNKNOWN. If the Committee has any doubt as to the
proper Beneficiary to receive payments hereunder, the Committee shall have the
right to withhold such payments until the matter is finally adjudicated.
However, any payment made in good faith shall fully discharge the Committee, the
Company, the Employers, and the Board from all further obligations with respect
to that payment.

         SECTION 9.7 ILLEGAL OR INVALID PROVISION. In case any provision of the
Plan shall be held illegal or invalid for any reason, such illegal or invalid
provision shall not affect the remaining parts of the Plan, but the Plan shall
be construed and enforced without regard to such illegal or invalid provision.

         SECTION 9.8 GOVERNING LAW AND HEADINGS. The provisions of the Plan
shall be construed, administered, and governed in accordance with the laws of
the Commonwealth of Pennsylvania, including its statute of limitations
provisions, to the extent such laws are not preempted by ERISA or other
applicable Federal law. Titles of Articles and Sections of the Plan are for
convenience of reference only and are not to be taken into account when
construing and interpreting the provisions of the Plan.

         SECTION 9.9 LIABILITY LIMITATION. No liability shall attach to or be
incurred by any member of the Committee or any other officer or director of the
Company or an Employer under or by reason of the terms, conditions, and
provisions contained in the Plan, or for the acts or decisions taken or made
thereunder or in connection therewith; and as a condition precedent to the
receipt of benefits hereunder, such liability, if any, is expressly waived and
released by the Participant and by any and all persons claiming under or through
the Participant or any other person. Such waiver and release shall be
conclusively evidenced by any act of participation in or the acceptance of
benefits under the Plan.

                                      -28-
<PAGE>
         SECTION 9.10 NOTICES. Any notice to the Committee, the Company, or an
Employer which shall be or may be given under the Plan shall be in writing and
shall be sent by registered or certified mail to the Plan Administrator. Notice
to a Participant shall be sent to the address shown on the Company's or the
Employer's records. Any party may, from time to time, change the address to
which notices shall be mailed by giving written notice of such new address.

         SECTION 9.11 ENTIRE AGREEMENT. Except as may be provided in an
individual severance agreement between the Company or other Employer and a
Participant, this Plan document shall constitute the entire agreement between
the Company or other Employer and the Participant with respect to the benefits
promised hereunder and no other agreements, representations, oral or otherwise,
express or implied, with respect to such benefits shall be binding on the
Company or other Employer.

         SECTION 9.12 BINDING EFFECT. All obligations for amounts not yet paid
under the Plan shall survive any merger, consolidation, or sale of substantially
all of the Company's or an Employer's assets to any entity, and be the liability
of the successor to the merger or consolidation or purchaser of assets.

                                      -29-
<PAGE>
         IN WITNESS WHEREOF, the Company, intending to be legally bound hereby,
has caused the Plan to be adopted and approved by the execution of its duly
authorized officers as of the day of , 2002.

                                                AIR PRODUCTS AND CHEMICALS, INC.

                                                By:
                                                Vice President-Human Resources

                                      -30-