EX-10.9.B






Exhibit 10.9(b)




AMENDMENT TO THE AIR PRODUCTS AND CHEMICALS, INC. ANNUAL

INCENTIVE PLAN

as amended and restated effective 1 October 2001




     RESOLVED, it is the policy of the Committee that the Company will, to the extent permitted by
governing law, rescind and/or require reimbursement of any equity compensation or any annual
incentive award delivered or paid to an Executive Officer where (i) the delivery or payment of the
compensation or award is predicated upon the achievement of certain financial results that were
subsequently the subject of a restatement; (ii) the Committee determines, in its sole discretion,
that the need for the restatement is caused in whole or part by the misconduct of the Executive
Officer; and (iii) a lower amount of compensation would be paid or delivered to the Officer based
on the restated results; and it is further



     RESOLVED, that the foregoing policy shall be enforced, in the discretion of the Committee,
where practical and where in the best interests of the shareholders of the Company and enforcement
need not be uniform and may be undertaken selectively among individual Executive Officers, whether
or not such Executive Officers are similarly situated; and it is further



     RESOLVED, that Section 8 of the Air Products and Chemicals, Inc. Annual Incentive Plan shall
be amended to redesignate paragraph 8(h) as paragraph 8(i) and the add a new paragraph 8(h) as
follows:




Notwithstanding any other Plan provision to the contrary, the Committee may, in its
sole discretion, require repayment of any award made to a Participant under the Plan
or rescind any deferred payment award made under the Plan and not yet delivered to a
Participant under the Air Products Deferred Compensation Plan, where the award or
deferred payment award was based in whole or part on the achievement of financial
results that are subsequently the subject of a restatement; the Committee
determines, in its sole discretion, that the Participant engaged in misconduct that
created the need for the restatement and a smaller award or deferred payment award
would have been made to the Participant based upon the restated results. All
determinations regarding enforcement, waiver, or modification of the foregoing
repayment and rescission provision shall be made in the Committee’s sole discretion.
Determinations do not need to be uniform and may be made selectively among
individuals, whether or not similarly situated;




and it is further



 









 





     RESOLVED, that the first sentence of Section 5.1 of the Air Products and Chemicals, Inc.
Deferred Compensation Plan shall be amended to read as follows:




Subject to Section 7.1 and 9.2, a Participant’s Elective Deferrals, Matching
Credits, Bonus Deferrals, and earnings attributable thereto are 100% vested at all
times; provided that a Participant’s Bonus Deferrals shall be subject to the
repayment and rescission provisions of paragraph 8(h) of the Annual Incentive Plan;




and it is further



     RESOLVED, that the proper officers of the Company be, and they each hereby are, authorized and
empowered, in the name and on behalf of the Company, to make, execute, and deliver such
instruments, documents, and certificates and to do and perform such other acts and things as may be
necessary or appropriate to carry out the intent and accomplish the purposes of these Resolutions,
including without limitation, making such additional revisions, if any, to the Annual Incentive
Plan or the Deferred Compensation Plan as may be required, in their discretion and upon advice of
counsel to the Company, for effecting these Resolutions or for compliance with applicable law.



	 	 	 	 	 
	 	Management Development and

Compensation Committee

19 September 2007

 	 
	 	 	 
	 	 	 
	 	 	 



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