EX-10.8(B)



 





Exhibit 10.8(b)




Amendment No. 2 to the

Amended and Restated Trust Agreement

By and Between

Air Products and Chemicals, Inc. as Grantor

and

PNC Bank, N.A. as Trustee

Dated 1 August 1999

Covering Defined Contribution Plans

(“Trust Agreement”)




     This Amendment No.2 to the Trust Agreement is made and entered into as of the 11th
day of April 2007 by and between Air Products and Chemicals, Inc. (the “Company”) and PNC Bank,
N.A. (the “Trustee”).



     WHEREAS, the Company and the Trustee have entered into the Trust Agreement, and the Company
wishes to amend and update the Trust Agreement; and



     WHEREAS, Section 6.02(a) of the Trust Agreement provides that the Trust Agreement may be
amended by the Company and the Trustee with the written consent of the Participant Representatives;



     NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good
and valuable consideration, the parties hereto, intending to be legally bound, agree as follows:




	 	1.	 	Exhibit A of the Plan is amended to read:
	 
	 	 	 	The Air Products and Chemicals, Inc. Deferred Compensation Plan (excluding Bonus
Deferrals and Special Bonuses, as defined therein, and earnings thereon).
	 
	 	 	 	The Air Products and Chemicals, Inc. Deferred Compensation Program for Directors
	 
	 	2.	 	Section 2.01 of the Agreement is renamed “Use of Trust Fund and Participant
Information” and Section 2.01(b) is amended effective 30 September 2006 to read as
follows:






	 	(b)	 	Benefit Calculation Data
	 
	 	 	 	The Company shall provide to the Trustee the Participant Information as of the
end of each fiscal year. Such data shall be provided no later than 31 December
following the fiscal year end;




 









 






	 	 	 	provided that such data will be provided for the
Company’s 30 September 2006 fiscal year end no later than 30 April 2007.
Notwithstanding the foregoing, following a Change in Control, no further updates
or revisions to the Participant Information shall be permitted without the
consent of the Participant Representatives. If the Company should fail to
provide to the Trustee the Participant Information required hereunder, the
Participant Representatives may provide it.






	 	3.	 	Section 2.02(a)(ii) is amended to read as follows:






	 	(ii)	 	a written certification by the Trust Actuary, based upon the
Participant Information and Plan documentation most recently provided to the
Trustee under Sections 2.01(b) and 7.09, respectively, of the amount of and time
at which such payment or payments were due and that the Trust Amount is
sufficient (or the extent to which it is insufficient) to make such payment or
payments without adjustment under Section 2.04.






	 	4.	 	Section 2.02(b) is amended to read as follows:






	 	(b)	 	On and After a Change in Control. Following a Change in Control
and the delivery to the Trustee of a written notice from the Participant
Representatives of the Company’s failure to make a benefit payment or payments
owing to a Participant under the Plan after the Participant’s written request for
such payment to the Plan Administrator, the Trustee shall, within ten days after
the receipt thereof by the Trustee,






	 	(i)	 	provide a copy of such notice to the Participant, the
Company, and the Trust Actuary, and
	 
	 	(ii)	 	direct the Trust Actuary to verify and calculate the
Plan benefit to which the Participant is entitled as soon as possible,
based upon the Benefit Calculation Data and Plan documentation most
recently provided to the Trustee under Sections 2.01(b) and 7.09,
respectively.






	 	 	 	The Trustee shall thereafter pay such benefit to the Participant in the form,
amount or amounts, and at the time or times specified by the Trust Actuary in
writing to the Trustee, to the extent not paid by the Company from its general
funds and subject to adjustment
as provided in Section 2.04 at the time said payment or payments are due.





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	 	 	 	In addition, upon a Determination of Taxability, the Trustee shall pay to the
Participants all of the assets comprising the Trust Fund in proportion to the
amounts previously included or which will be required to be included in each
respective Participant’s gross income for federal income tax purposes with
respect to the Trust Fund as specified in writing by the Trust Actuary,
whereupon the Trust shall be terminated.






	 	5.	 	Section 5.01 of the Agreement is amended to read as follows:
	 
	 	 	 	“Change in Control” or “Change in Control of the Company” shall mean the first to
occur of any one of the events described below:






	 	(a)	 	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 defined in Rule 13d-3 under
the Act), directly or indirectly, of securities of the Company representing 30%
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 30% 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.
	 
	 	(b)	 	Change in Board. During any 12-month period, 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 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.
	 
	 	(c)	 	Internal Revenue Code Section 409A. This Section 5.01 shall be
interpreted to comply with the requirements of Internal Revenue Code
Section 409A, as amended.





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	 	 	 	The Board of Directors and the chief executive officer of the Company
shall each have the duty to inform the Trustee of a Change in Control or of any
event or events which they believe might occur which would constitute a Change in
Control.
	 
	 	 	 	A Change in Control shall be deemed to have occurred for purposes of
this Trust Agreement when the Trustee has actual knowledge from a reliable source
of such Change in Control. For this purpose, notice from the Company or
Participant Representatives or a report filed with the Securities and Exchange
Commission, a public statement issued by the Company, or a periodical of general
circulation, including but not limited to The New York Times or the Wall Street
Journal, shall be deemed to be a reliable source upon which the Trustee may rely.
The Trustee has no affirmative obligation or duty to inquire about, investigate,
or consult the foregoing sources for purposes of determining whether a Change in
Control has occurred.






	 	6.	 	Section 5.09 of the Agreement shall be amended to:
	 
	 	 	 	Change “140%” to “110%”.
	 
	 	7.	 	Section 5.12 of the Agreement shall be amended to read as follows:
	 
	 	 	 	“Savings Plan” shall mean the Air Products and Chemicals, Inc. Retirement Savings Plan
or, if such plan ceases to exist, any other broad-based employee benefit plan of
the Company as designated by the Company.





     IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to the Trust Agreement as
of the date set forth above.



	 	 	 
	 

	AIR PRODUCTS AND CHEMICALS, INC.
	 
	 	 
	 

	By:
	 

	 	 
	 
	 	 
	 

	Title:
	 

	 	 
	 
	 	 
	 

	PNC BANK, N.A.
	 
	 	 
	 

	By:
	 

	 	 
	 
	 	 
	 

	Title:
	 

	 	 





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     The undersigned Participant Representatives have signed below in evidence of their consent to
the foregoing amendments.



	 	 	 
	 
	 
	 	 
	W. Douglas Brown
	 	Paul E. Huck
	 	 	 
	 
	 	 
	John P. Jones III
	 	Lynn C. Minella






	 	 	 	 	 
	Attest:
	 	 	 	 
	 

	 	 

	 	 







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