AIR PRODUCTS AND CHEMICALS, INC.

                         CORPORATE EXECUTIVE COMMITTEE

                          RETENTION/SEPARATION PROGRAM



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                                   ARTICLE I



                            PURPOSE AND TERM OF PLAN



         Section 1.01      Purpose. Air Products and Chemicals, Inc. hereby

establishes the Air Products and Chemicals, Inc. Corporate Executive Committee

Retention/Separation Program (the "Plan") for the purpose of assisting Air

Products in retaining and, where appropriate, facilitating the planned

separations of Covered Executives (as defined below) and, in certain cases,

providing severance benefits to a Covered Executive.



         Section 1.02      Term of the Plan. The Plan, as set forth herein,

shall be effective July 17, 2003. The Plan will continue until such time as the

Committee (as defined below) acting in its sole discretion, elects to modify,

supercede or terminate the Plan in accordance with, and subject to, the

provisions of Article V.



                                   ARTICLE II



                                   DEFINITIONS



         Section 2.01      "Administrator" shall mean the CEO, who shall

administer the Plan in accordance with its terms.



         Section 2.02      "Air Products" shall mean Air Products and Chemicals,

Inc.



         Section 2.03      "Benefit" or "Benefits" shall mean any or all of the

benefits that a Covered Executive is entitled to receive pursuant to Article III

of the Plan.



         Section 2.04      "Bonus" shall mean 100% of the midpoint target bonus

for a Covered Executive's salary grade, determined as of the Covered Executive's

Employment Termination Date under the grant guidelines for the Air Products

Annual Incentive Plan or similar successor or substitute annual incentive plan

or program. For purposes of Section 3.01(b), such Bonus shall be prorated by

multiplying the amount of the Bonus by a fraction, the numerator of which is the

number of days in the current Plan Year through the Covered Executive's

Employment Termination Date, and the denominator of which is 365.



         Section 2.05      "CEO" shall mean the Chief Executive Officer of Air

Products.



         Section 2.06      "Change in Control" shall be as defined under the

Company's standard change in control agreement for senior executives or, if

applicable, the change in control agreement that is in effect for a Covered

Executive at the time of the Change in Control.



         Section 2.07      "Committee" shall mean the Management Development and

Compensation Committee of the Air Products Board of Directors, that may act on

behalf of the Company with respect to the Plan as provided in the Plan.



         Section 2.08      "Company" shall mean Air Products and any

Subsidiaries which have adopted the Plan with the approval of the Committee. The

term "Company" shall include



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any Subsidiary which had adopted the Plan or any successor to Air Products such

as a corporation succeeding to the business of Air Products or any Subsidiary,

by merger, consolidation or liquidation, or purchase of assets or stock or

similar transaction.



         Section 2.09      "Covered Executive" shall mean each individual who

has been appointed by the CEO to serve as a member of the Corporate Executive

Committee or any similar, successor group of Company-wide policy-making

"executive officers" as such term is defined under the Securities Exchange Act

of 1934, other than an individual who is a party to an individual employment

agreement (or other individual agreement providing for severance benefits

excluding an agreement that applies solely in the event of a Change in Control)

with the Company approved by the Air Products Board of Directors or the

Committee.



         Section 2.10      "Disability" shall be as defined under the Company's

long-term disability plan.



         Section 2.11      "Employment Termination Date" shall mean the date

specified or agreed to by the CEO in writing on which the active employment

relationship between the Covered Executive and the Company is to be and in fact

is terminated.



         Section 2.12      "ERISA" shall mean the Employee Retirement Income

Security Act of 1974, as amended.



         Section 2.13      "Long-Term Incentive Plan" shall mean the Air

Products Long-Term Incentive Plan approved by Air Products' shareholders most

recently on 23 January 2003, together with all predecessor and similar successor

or substitute intermediate and/or long-term incentive compensation plan or

program.



         Section 2.14      "Plan" shall mean the Air Products and Chemicals,

Inc. Corporate Executive Committee Retention/Severance Program, as set forth

herein, and as the same may from time to time be amended.



         Section 2.15      "Plan Year" shall mean each period commencing on

October 1 during which the Plan is in effect and ending on the subsequent

September 30.



         Section 2.16      "Salary" shall mean an amount equal to the annual

rate of a Covered Executive's base salary payable to the Covered Executive in

all capacities with the Company and its Subsidiaries or affiliates for the Plan

Year in which a Covered Executive's Employment Termination Date occurs.



         Section 2.17      "Subsidiary" shall mean any corporation in which Air

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