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                                                                    Exhibit 10.2

                        AIR PRODUCTS AND CHEMICALS, INC.
                            LONG TERM INCENTIVE PLAN
                             FY2004 AWARDS AGREEMENT

l.       You are hereby granted FY2004 Awards consisting of Stock Options
         ("Options") and shares of Company Common Stock ("Restricted Shares")
         under the Air Products and Chemicals, Inc. Long Term Incentive Plan as
         amended and restated on January 23, 2003 (the "Plan"). The Options are
         "Nonstatutory Stock Options" as described in Section 6 of the Plan. The
         Restricted Shares are described in Section 8 of the Plan. The
         Management Development and Compensation Committee of the Company's
         Board of Directors has approved these Awards subject to the applicable
         provisions of the Plan and the terms of this Agreement, and contingent
         upon your execution of this Agreement. All capitalized terms used in
         this Agreement have the meaning ascribed to them in the Plan.

2.       Each Option entitles you to purchase one share of Common Stock
         ("Share") at a purchase price of $45.53 per share as described below.
         You can first purchase Shares as follows: (i) up to one-third of the
         Shares may be purchased on or after 1 October 2004 and (ii) up to an
         additional one-third of such Shares may be purchased on or after 1
         October 2005 and 2006, respectively. The Options cannot be exercised
         with respect to fractional Shares, and accordingly, the number of
         Shares will be rounded down to the nearest Share on the first two of
         the foregoing dates and up to the nearest Share on the third such date
         to eliminate fractional Shares. The Options were granted on 1 October
         2003 and will continue for a period of ten (10) years and one day from
         such grant date and will expire and no longer be exercisable on 2
         October 2013.

3.       You may purchase Shares by delivering to the Company at its principal
         offices in Allentown, Pennsylvania, written notice of exercise of the
         Option on forms to be provided by the Company and the full purchase
         price of the Shares. Payment of the purchase price may be made in cash,
         by the delivery of an irrevocable exercise notice coupled with
         irrevocable instructions to a designated broker to simultaneously sell
         the Shares and deliver to the Company on the settlement date the
         portion of the proceeds representing the purchase price and any taxes
         to be withheld, or by delivery or attestation of ownership of other
         shares of Common Stock owned by you. Payment of any taxes required to
         be withheld at the time of exercise may be made in cash (including from
         a broker on the settlement date) or by having the number of Shares
         acquired in the exercise reduced by an amount equal in value to the
         amount of such taxes required to be withheld.

4.       Your Options terminate as of the close of business on the last day of
         your employment with the Company or a Subsidiary, unless your
         employment ends due to your death, Disability or Retirement. However,
         Options which are wholly unvested and which have been held for less
         than one year from the date of grant terminate when employment ends for
         any reason. Upon your Retirement, Disability or death on or after 30
         September 2004, any unexercisable portion of the Options will be
         extended for the remaining term of the award (that is, will become
         vested and be exercisable) as if you have continued to be an active
         employee of the Company or a Subsidiary.

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5.       In the event of a Change in Control, the Options become exercisable on
         the later of the Change in Control or the first date more than six
         months from grant. Further, during the 30-day period following a Change
         in Control, Options may be surrendered for payment of 100% of the
         "spread" between the value of the Shares (as defined in Section
         11(a)(A) of the Plan), and the purchase price.

6.       Options are nonassignable and nontransferable except to your Designated
         Beneficiary, by will or by the laws of descent and distribution, or by
         gift to family members or to trusts of which only family members are
         beneficiaries. Transfers by gift can be made only after the Option has
         become exercisable and subject to such administrative procedures and to
         such restrictions and conditions as the officers of the Company shall
         determine to be consistent with the purposes of the Plan and the
         interests of the Company and/or to be necessary or appropriate for
         compliance with all applicable tax and other legal requirements.
         Subject to the foregoing, you may transfer Options by gift only by
         delivering to the Company at its principal offices in Allentown,
         Pennsylvania, written notice of the intent to transfer the Options on
         forms to be provided by the Company.

7.       The Restricted Shares shall be issued to you, contingent upon your
         execution of this Agreement, as of October 2, 2003. Upon issuance of
         the Restricted Shares, you shall have all the rights of a shareholder
         with respect to the Restricted Shares, including the right to vote such
         Restricted Shares and receive all dividends or other distributions paid
         with respect to the Restricted Shares, subject only to the restrictions
         contained in Paragraph 8 below. In the event of any change in the
         outstanding shares of Common Stock of the Company or the occurrence of
         certain other events described in Section 12 of the Plan, an equitable
         adjustment of the number of Restricted Shares covered by this Agreement
         shall be made consistent with the impact of such change or event upon
         the rights of the Company's other shareholders, and any additional
         shares of Common Stock issued to you as a result of such adjustment
         shall be Restricted Shares subject to this Agreement, including,
         without limitation, the restrictions contained in Paragraph 8.

8.       The "Restriction Period" with respect to the Restricted Shares shall be
         the period beginning October 2, 2003 and ending upon the earliest of
         your Retirement, Disability or death or a Change in Control of the
         Company. During the Restriction Period, the Restricted Shares may not
         be sold, assigned, transferred, encumbered, or otherwise disposed of by
         you; provided however, that upon your exercise of Stock Options, such
         Restricted Shares may be used to pay the purchase price by attestation,
         with the stipulation that the Restricted Shares attested will remain
         subject to the restrictions of this Paragraph 8 and the terms of this
         Agreement. If your employment by the Company and all its Subsidiaries
         is terminated for any reason prior to October 2, 2005, or for any
         reason other than Retirement, Disability or death after October 1,
         2005, the Restricted Shares shall be returned to the Company and
         forfeited in their entirety; provided that, in the event of a Change in
         Control of the Company, your rights to the Restricted Shares shall
         become immediately transferable and nonforfeitable.

9.       At the end of the Restriction Period, and, if earlier, upon your
         election to include the value of the Restricted Shares in your federal
         taxable income pursuant to Internal Revenue Code Section 83(b), payment
         of taxes required to be withheld by the Company must be made. When
         taxation occurs at the end of the Restriction Period, applicable

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         taxes will be withheld by reducing the number of the Restricted Shares
         issued to you by an amount equal in market value to the taxes required
         to be withheld. In the event you make a section 83(b) election,
         applicable taxes must be paid in cash to the Company at the time the
         election is filed with the Internal Revenue Service.

10.      In the event your employment is terminated due to your death on or
         after October 1, 2005, the Restricted Shares shall be transferred free
         of restriction, net of any applicable taxes, to your Designated
         Beneficiary or, if none, to your legal representative.

11.      Notwithstanding the above, your FY2004 Awards are granted subject to
         forfeiture for breach of the following conditions ("Conditions"):

         (i)      You continue to comply with the terms of your employee patent
                  and trade secret agreement and with all other agreements with,
                  and obligations and duties to, the Company and any of its
                  subsidiaries and affiliates (hereafter, together, the
                  "Company"), and refrain from conducting yourself in a manner
                  adversely affecting the Company;

         (ii)     Without limiting the generality of the foregoing, while
                  employed by the Company and for two years following your
                  separation from service with the Company for any reason, you

                  -        Refrain from engaging in any activity in competition
                           with the Company, whether as an officer, director,
                           employee, consultant, advisor, agent, broker,
                           independent contractor, partner, shareholder, or
                           principal of any corporation, partnership,
                           proprietorship, firm, association, person or other
                           entity;

                  -        Refrain from undertaking any employment or activity
                           wherein the fulfillment of your duties would call
                           upon you to reveal, to make judgments on, or
                           otherwise to use any "confidential information" of
                           the Company;

                  -        Refrain from directly or indirectly, either for
                           yourself or for any other person, diverting or taking
                           away or attempting to divert or take away (or calling
                           on or soliciting or attempting to call on or solicit)
                           any of the Company's customers or patrons, including
                           but not limited to those upon whom you called or whom
                           you solicited or with whom you became acquainted
                           while employed by the Company; and

                  -        Refrain from directly or indirectly or by action in
                           concert with others, inducing or influencing (or
                           seeking to induce or influence) any person who is
                           engaged (as an employee, agent, independent
                           contractor, or otherwise) by the Company to terminate
                           his or her employment or engagement.

         If, in the Committee's sole discretion, it is determined that you have
         breached any of the foregoing Conditions, after notice by registered
         mail directed to your last known address, all of your outstanding
         awards under the Plan, including any unexercised Options and any
         Restricted Shares which are still subject to restriction will be
         completely terminated.
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         Notwithstanding any other provisions hereof, following or in connection
         with a Change in Control, the foregoing Conditions shall lapse and be
         of no further force or effect.