TABLE OF CONTENTS

		PAGE
SECTION 1.   Certain Definitions			1
SECTION 2.   Appointment of Rights Agent			6
SECTION 3.   Issue of Right Certificates			6
SECTION 4.   Form of Right Certificates			9
SECTION 5.   Countersignature and Registration			10
SECTION 6.   Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates			11
SECTION 7.   Exercise of Rights; Purchase Price; Expiration Date of Rights			12
SECTION 8.   Cancellation and Destruction of Right Certificates			14
SECTION 9.   Reservation and Availability of Shares of Capital Stock			14
SECTION 10. Preferred Stock Record Date			16
SECTION 11. Adjustment of Purchase Price, Number of Shares or Number of Rights			17
SECTION 12. Certificate of Adjusted Purchase Price or Number of Shares			25
SECTION 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power			25
SECTION 14. Fractional Rights and Fractional Shares			29
SECTION 15. Rights of Action			30
SECTION 16. Agreement of Right Holders			30
SECTION 17. Right Certificate Holder Not Deemed a Stockholder			31
SECTION 18. Concerning the Rights Agent			32
SECTION 19. Merger or Consolidation or Change of Name of Rights Agent			32
SECTION 20. Duties of Rights Agent			33

		PAGE
SECTION 21. Change of Rights Agent			35
SECTION 22. Issuance of New Right Certificates			36
SECTION 23. Redemption and Termination			36
SECTION 24. Exchange			37
SECTION 25. Notice of Certain Events			38
SECTION 26. Notices			39
SECTION 27. Supplements and Amendments			40
SECTION 28. Successors			40
SECTION 29. Determinations and Actions by the Board of Directors			40
SECTION 30. Benefits of this Agreement			41
SECTION 31. Severability			41
SECTION 32. Governing Law			41
SECTION 33. Counterparts			41
SECTION 34. Descriptive Headings; Sections			41

Exhibit A Form of Certificate of Designation

Exhibit B Form of Right Certificate

Exhibit C Form of Summary of Rights

RIGHTS AGREEMENT

     Rights Agreement (this Agreement), dated as of May 8, 2007, between Airgas, Inc., a Delaware corporation (the Company), and The Bank of New York, a New York banking corporation, as Rights Agent (the Rights Agent).

     The Board of Directors of the Company (the Board) has authorized and declared a dividend distribution of one Right for each share of Common Stock of the Company outstanding as of the Close of Business on May 25, 2007 (the Record Date), and has further authorized (i) the issuance of one Right with respect to each share of Common Stock that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date and (ii) in certain circumstances provided in Section 22, the issuance of one Right with respect to each share of Common Stock that shall become outstanding between the Distribution Date and the earlier of the Redemption Date and the Final Expiration Date, each Right initially representing the right to purchase one ten-thousandth of a share of Series C Junior Participating Preferred Stock of the Company having the rights, powers and preferences set forth in the form of Certificate of Designation attached hereto as Exhibit A, upon the terms and subject to the conditions herein set forth (the Rights).

     Accordingly, in consideration of the premises and the mutual agreements herein set forth, and intending to be legally bound hereby, the parties hereby agree as follows:

     SECTION 1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

     (a) Acquiring Person shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding, but shall not include (i) any Exempt Person or (ii) any McCausland Group Member if and so long as such McCausland Group Member, together with its Affiliates and Associates and all other McCausland Group Members, is not the Beneficial Owner of twenty percent (20%) or more of the shares of Common Stock then outstanding. Notwithstanding the foregoing, no Person shall become an Acquiring Person as the result of an acquisition of beneficial ownership of shares of Common Stock by the Company that, by reducing the number of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) then outstanding, increases the percentage of shares of Common Stock beneficially owned by such Person (together with all Affiliates and Associates of such Person) to fifteen percent (15%) or more (or, in the case of a McCausland Group Member, twenty percent (20%) or more) of the shares of Common Stock then outstanding; provided, however, that if a Person (other than Exempt Persons) (together with all Affiliates and Associates of such Person) shall become the Beneficial Owner of fifteen percent (15%) or more (or, in the case of a McCausland Group Member, twenty percent (20%) or more) of the shares of Common Stock then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional shares of Common Stock of