EX-10.1: RESOLUTIONS APPROVING AN AMENDMENT



 



Exhibit 10.2


RESOLUTIONS APPROVING AN AMENDMENT TO THE AIR PRODUCTS


AND CHEMICALS, INC. COMPENSATION PROGRAM FOR




NONEMPLOYEE DIRECTORS




     RESOLVED, that the resolutions of the Board of Directors adopted at its
meeting held on 21 March 2002, be, and the same hereby are, amended, effective
as of 1 October 2002, to read in their entirety as follows:



	 	a.	 	Each director shall be paid an annual retainer of $32,000 for
serving as a member of the Board of Directors and any Board
Committee(s), which retainer shall be payable in quarterly
installments. Fifty percent of this retainer will be paid by the
Company in the form of a credit to the Air Products Stock Account of
the Deferred Compensation Plan for Directors (the “Plan”).*/ **/
	 
	 	b.	 	Each director who serves as the Chairman of a Board Committee
shall be paid an additional annual retainer of $5,000, which
retainer shall be payable in quarterly installments.*/




	*/ 	 	If applicable, the quarterly installment of the annual retainer payable
at the end of calendar year 2002 shall be reduced pro rata to reflect the
number of regular meetings attended by the director compared to the
number of such meetings held by the Board and Board Committees (excluding
the Executive Committee) on which the director served during fiscal year
2002 (or shorter period that the director served). The reduction shall
be applied to offset the amount of the retainer payable in the following
forms: first, to reduce any cash payment; second, to reduce any credit
of Elective Deferrals as defined in the Plan to the Plan’s Interest
Account; and last, to reduce any credit of Elective Deferrals to the
Plan’s Air Products Stock Account.
	 
	**/	 	 For purposes of administering these provisions, a director will be
considered to have attended any meeting for which he or she was present in
person or by secure telephone conference call for substantially all of the
meeting, as determined by the Corporate Secretary.



 






 







	 	c.	 	Each director shall be paid a meeting fee of $1,250 per
meeting attended.**/
	 
	 	d.	 	One thousand deferred stock units shall be credited under the
Plan’s Air Products Stock Account (i) effective as of the date the
director first serves on the Board, and (ii) annually,
notwithstanding the date of first service, for directors continuing
in office after the Annual Meeting of Shareholders effective as of
the day of the Annual Meeting.
	 
	 	e.	 	Directors shall be reimbursed for out-of-pocket expenses
incurred in attending regular and special meetings of the Board and
Board Committees and any other business function of the Company at
the request of the Chairman of the Board. Expenses will be
reimbursed as submitted.***/




	 	 	 
	 	 	
APCI BOARD OF DIRECTORS
	 	 	
19 September 2002




	**/	 	 For purposes of administering these provisions, a director will be
considered to have attended any meeting for which he or she was present in
person or by secure telephone conference call for substantially all of the
meeting, as determined by the Corporate Secretary.
	 
	***/	 	 Directors are reimbursed at the rate of $.36 per mile for use of their
personal cars in connection with Company business. Directors using
personal aircraft or aircraft of noncarrier will be reimbursed for such
expenses at a rate equivalent to first-class air fare of scheduled
carriers.




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