Exhibit 10.4(d)

                RESOLUTIONS DELEGATING CERTAIN AUTHORITY TO AMEND
                      THE AIR PRODUCTS AND CHEMICALS, INC.
            PENSION PLAN FOR SALARIED EMPLOYEES, THE PENSION PLAN FOR
         HOURLY RATED EMPLOYEES OF AIR PRODUCTS AND CHEMICALS, INC. (THE
                                    "PLANS")


     WHEREAS, it has been recommended to the Management Development and
Compensation Committee (the "Committee") that the Employee Benefit Plans
Committee constituted by the Board of Directors be authorized from time to time
to amend each Plan to provide for waiver of all or certain of the conditions
required to be eligible for the early retirement subsidy under the Plans and the
Supplementary Pension Plan of Air Products and Chemicals, Inc. (the
"Supplementary Plan"), which is applicable if a Participant Separates from
Service during the calendar month preceding his or her Early Retirement Date, as
such capitalized terms are defined in, and as such subsidy is currently set
forth in Section 3.2 of the Plans, without affecting the earliest date as of
which any Participant's Annuity Starting Date as defined in the Plan may occur;

     NOW, THEREFORE, BE IT RESOLVED, that the foregoing authority to amend
the Plan(s) to waive conditions to the early retirement subsidy under each of
the Plan(s) (and under the Supplementary Plan) be, and hereby is, authorized and
approved, such authority to be exercised by the Employee Benefit Plans Committee
by its approval of amendment(s) to the Plan(s) to be effective (a) as of the
date(s), (b) for such time period(s), (c) as to such groups of Participants,
and/or (d) under such circumstances including without limitation a Participant's
having achieved such age and/or service as of his or her Separation from
Service, and/or having Separated from Service as a result of or in connection
with any workforce reduction or reengineering or other reorganization of any
portion of the Company or its business (or of an affiliated company which is a
Participating Employer under the Plan(s) or of its business) in connection with
the BOC integration, as the Employee Benefit Plans Committee shall in its
discretion determine to be appropriate and consistent with the business needs of
the Company and the purposes of the respective Plan and, upon advice of counsel
to the Company, to be in compliance with applicable law and as required by the
Internal Revenue Service for the continuing qualification of the Plan(s) and the
trust funds established therefor; and

     RESOLVED FURTHER, 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


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deliver such instruments, documents and certificates and to do and perform such
other acts and things as may be necessary or appropriate to accomplish the
amendment(s) of the Plan(s) from time to time, as aforesaid, and to carry out
the intent and accomplish the purpose of these resolutions, including, without
limitation, making such amendment(s) and other revisions in the respective Plans
and the Supplementary Plan and the texts thereof as may be required, in their
discretion and upon advice of counsel to the Company, to effect the foregoing
amendment(s) and for compliance with applicable law or by the Internal Revenue
Service for the continuing qualification of the Plan(s) or the trust funds
established therefor.


                                            APCI MANAGEMENT DEVELOPMENT
                                            AND COMPENSATION COMMITTEE

                                            26 January 2000