<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10-2.txt
<DESCRIPTION>10.2 AMEND. & RESTATED ANNUAL INCENTIVE PLAN
<TEXT>
                                                                   Exhibit 10.2
 
 
                        AIR PRODUCTS AND CHEMICALS, INC.
                              Annual Incentive Plan
                As Amended and Restated Effective 1 October 2001
 
 
                             1. PURPOSES OF THE PLAN
 
     The purposes of this Plan are to attract, motivate and retain high caliber
people and to provide meaningful individual and group incentives within Air
Products and Chemicals, Inc. (the "Company") and Participating Subsidiaries.
 
                          2. ADMINISTRATION OF THE PLAN
 
     The Plan shall be administered by the Management Development and
Compensation Committee (the "Committee") of the Company's Board of Directors or
such other committee thereof consisting of such members (not less than three) of
the Board of Directors as are appointed from time to time by the Board and who
are not eligible and have not been eligible within a period of one year prior to
the date of such appointment to receive any award under this Plan.
 
     The Committee shall have all necessary powers to administer and interpret
the Plan, such powers to include exclusive authority (within the limitations
described in the Plan) to select the employees to whom awards will be granted
under the Plan and determine the amount of any award to be made to any employee.
In order to assist it in selecting employees and determining the amount of any
award to be given to each employee selected, as aforesaid, the Committee may
take into consideration recommendations from the appropriate officers of the
Company and of each Participating Subsidiary with respect to awards to be given
to eligible employees of the Company and of each such Participating Subsidiary,
respectively.
 
     The Committee shall have full power and authority to adopt such rules,
regulations and instruments for the administration of the Plan and for the
conduct of its business as the Committee deems necessary or advisable. The
Committee's interpretations of the Plan, and all action taken and determinations
made by the Committee pursuant to the powers vested in it hereunder, shall be
conclusive and binding on all parties concerned, including the Company, its
shareholders and any employee of the Company or any Subsidiary.
 
                        3. ELIGIBILITY FOR PARTICIPATION
 
     Participants in the Plan shall be selected by the Committee from among key
employees of the Company and Participating Subsidiaries. The term "employee"
shall mean any person employed by the Company or a Participating Subsidiary on a
salaried basis and the term "employment" shall mean salaried employment by the
Company or a Subsidiary. Employees who participate in other incentive or benefit
plans of the Company or of any Participating Subsidiary may also participate in
this Plan.
 
 
 
                                       1
<PAGE>
 
     Awards under the Plan are for services rendered during a Fiscal Year, based
on the performance of the Company during that Fiscal Year. No employee shall be
eligible to receive an award under the Plan for a particular Fiscal Year unless
the employee is in the employment of the Company or a Participating Subsidiary
on the last day of that Fiscal Year, provided, however, that an employee whose
employment with the Company or a Participating Subsidiary terminates during but
before the end of a Fiscal Year on account of (i) Retirement, Disability or
death, (ii) in connection with a divestiture of facilities, assets or
businesses, elimination of positions, or a reorganization or reduction in the
work force of the Company or a Participating Subsidiary, (iii) because of the
leave of absence from the Company or a Subsidiary, or (iv) on or following a
Change in Control, and who at the time of such termination of employment was
eligible to participate in the Plan, shall be eligible to receive an award under
the Plan for such Fiscal Year.
 
                                    4. AWARDS
 
     (a) Prior to the end of each Fiscal Year, the Committee shall determine
whether awards shall be made under the Plan for that Fiscal Year and, if so, fix
the classes of employees eligible to receive awards based upon job grade and
salary levels, the proportions of the awards to be paid in cash and in common
stock of the Company ("Common Stock"). The Committee shall establish a basis or
schedule for determining the total amount of awards and for determining a
minimum aggregate dollar amount of awards for employees of the Company and of
each domestic Participating Subsidiary designated by the Committee who have
elected not to defer such awards that might be granted to them and such other
procedures for the making of the awards as the Committee may deem desirable.
 
     (b) The basis (schedule) established under subparagraph (a) for determining
the amount of awards may be based on variable factors established by the
Committee from time to time, provided that the variables used to determine an
amount for a particular Fiscal Year must be capable of being fixed and
ascertainable as of the last day of such Fiscal Year. The minimum amount
established under subparagraph (a) shall become an accrued liability of the
Company on the last day of the Fiscal Year. The amounts of awards to be granted
to particular employees of the Company and of the designated domestic
Participating Subsidiaries within the eligible classes may be determined after
the close of the Fiscal Year under procedures established by the Committee.
 
     (c) The Committee shall, in approving the grant of awards to particular
employees for any Fiscal Year, take into consideration (i) the performance of
the Company and of each Participating Subsidiary for the Fiscal Year based upon
such measure or measures of performance as the Committee shall select and (ii)
as between Participants, the contribution of the Participant during the Calendar
Year to the success of the Company or the Participating Subsidiary by which such
person is employed, including his or her position and level of responsibility,
the achievements of his or her division, group, department or other subdivision,
and the recommendations of his or her superiors. No award or awards may be
granted to any Participant for the same Fiscal Year having an aggregate value in
excess of $4,000,000.
 
 
 
                                       2
<PAGE>
 
     (d) The Committee shall have complete discretion with respect to the
determination of the employees to whom awards shall be made.
 
     (e) Upon final approval by the Committee of awards to particular
Participants, awards shall be payable in cash or Common Stock or both and in
such amounts and proportions with respect to any Participant as the Committee
shall, in its discretion, determine. Except as provided herein for deferred
payment awards, the number of shares of Common Stock to be delivered in payment
of awards or portions of awards determined to be payable in such form shall be
determined by dividing the amount of the award to be so paid by the value of a
share of Common Stock determined as provided in paragraph 8(f) as of the date
the Committee approves the grant of the award to the Participant
 
     (f) Notwithstanding any other provisions of this Plan to the contrary,
following or in connection with a Change in Control the Committee may, in its
sole discretion, determine to pay awards for the portion of the current Fiscal
Year preceding the Change in Control; provided, however, that no such award
shall have an aggregate value which exceeds $4,000,000. The Committee shall
determine in that connection the classes of employees eligible to receive awards
based upon job grade and salary levels, the amounts of awards to be made with
respect to particular employees within the eligible classes for said partial
Fiscal Year, and the proportions of the awards to be paid in cash and in Common
Stock and shall undertake such other procedures for the making of the awards as
the Committee may deem desirable. Such awards shall be due and payable to
Participants within thirty days following the Committee's determination to pay
said awards under this paragraph 4(f) or at such earlier date as the Committee
shall determine, but in no event earlier than the occurrence of a Change in
Control.
 
                          5. FORM AND PAYMENT OF AWARDS
 
     (a) Subject to the provisions of this paragraph 5 relating to deferred
payment awards, awards for a particular Fiscal Year shall be distributed as soon
as feasible in cash or shares of Common Stock or both and, once announced by or
for the Committee to the Participant, shall not be subject to forfeiture for any
reason, whether or not payable immediately or as a deferred payment award;
provided, however, that any award for a Fiscal Year will be paid to the
Participant only if the Participant is employed by the Company or a
Participating Subsidiary on the last day of the Fiscal Year, except as otherwise
permitted by paragraph 3.
 
         (b) At the discretion of the Committee, or the election of the
Participant as permitted by paragraph 5(c), payment of all or a portion of an
award to any Participant may be deferred until termination of the Participant's
employment with the Company or a Subsidiary, under such restrictions and terms
as the Committee may establish, including those set forth below in this
paragraph 5. The deferred payment award will be payable in cash; provided that,
at the discretion of the Committee, or at the election of the Participant in
accordance with paragraph 5(d), a deferred award may be payable in Common Stock.
Deferred awards payable in Common Stock shall be credited on the books of the
Company as provided in paragraph 5(d) and entitled to Dividend Equivalents as
provided in paragraph 6. Deferred awards payable in cash shall be
 
 
 
                                       3
<PAGE>
 
credited to an account which shall accumulate interest at such rate and under
such conditions as the Committee shall determine ("Deferred Cash Account").
 
     (c) Any U.S. employee eligible to participate in the Plan may elect prior
to the end of the second quarter of any Fiscal Year as to which an award may be
granted to such employee, that all or a part of an amount to be awarded to him
or her for such Fiscal Year shall be in the form of a deferred payment award.
Once an employee elects a deferred payment award for the Fiscal Year, this
election will be binding on both the employee and the Company with respect to
any award the employee is granted for the Fiscal Year, except that if the amount
that can be deferred as designated by the Committee under paragraph 4(a) is not
sufficient to fund all of the deferrals elected, a pro rata reduction shall be
made in each electing Participant's deferred award and any excess shall be paid
out currently.
 
     (d) While he or she is employed by the Company, a U.S. Participant may
elect, at the times and in the manner determined by the appropriate officers of
the Company, to have all or a portion of his or her deferred payment awards
credited to an account deemed to be invested in Common Stock (the "Deferred
Company Stock Account"). The Company shall credit the Deferred Company Stock
Account with that number of whole units obtained by dividing the amount of such
deferred payment awards to be credited to the Account by the Fair Market Value
of a share of Common Stock on the date credited to the Deferred Company Stock
Account (with the units thus calculated herein referred to as "deferred company
stock units"). Any excess shall be credited to the Participant's Deferred Cash
Account. For purposes of the Plan, Fair Market Value of a share of Common Stock
on any date (the "valuation date") shall be equal to the mean of the high and
low sale prices on the New York Stock Exchange, as reported on the composite
transaction tape, for such date, or, if no sales were quoted on such date, on
the most recent preceding date on which sales were quoted. Amounts credited to
the Deferred Company Stock Account may not be converted back to a Deferred Cash
Account. Dividend Equivalents accumulated on a Participant's Deferred Company
Stock Account shall be credited to his or her Deferred Cash Account as provided
in Section 6 and shall accumulate interest therein as provided in paragraph 5(b)
above.
 
         (e) Distribution of a Participant's deferred payment award and earnings
thereon to the Participant shall, at the election of the Participant, be paid in
a single distribution or in substantially equal annual installments commencing
in such year following the Participant's termination of employment as is elected
by the Participant; provided, however, that no payment shall be made more than
ten (10) calendar years after such termination of employment. Amounts credited
to a Participant's Deferred Cash Account shall be distributed in cash. Amounts
credited to a Participant's Deferred Company Stock Account shall be distributed
in whole shares of Common Stock equal to the number of deferred company stock
units to be distributed. Installment distributions shall be comprised of amounts
from a Participant's Deferred Cash Account and Deferred Company Stock Account in
the proportion that the value of each such Account bears to the total value of
the Participant's deferred payment awards at the time of the distribution,
rounded to eliminate fractional shares. Distribution will be made or begin as
soon as practicable following the end of the calendar year during which the
Participant's termination of employment occurs or in January of any subsequent
year, in accordance with the Participant's
 
 
 
                                       4
<PAGE>
 
election as to form and time of payout which is effective as of the date of
termination or which becomes effective under paragraph 5(f) below prior to the
first scheduled payment under the election effective at the time of termination.
Deferred payment awards will continue to accumulate Dividend Equivalents or
interest, as appropriate, until completely distributed.
 
         (f) A Participant shall make an election with respect to form and time
of payout of all of his or her deferred payment awards at the time of his or her
initial election to defer payment as described in paragraph 5(c) above which
shall be effective immediately. While he or she is employed by the Company or a
Subsidiary, a Participant may change his or her election in regard to the form
and time of commencement of distributions of his or her deferred payment awards,
provided that such election is made in a form and manner satisfactory to the
appropriate officers of the Company. Such a change in election will become
effective on the one-year anniversary of the date it is received by the Company,
provided that, in the event of termination prior to the date an election becomes
effective, the election shall not become effective if the first scheduled
payment under the election in effect at the time of termination is due prior to
such one-year anniversary. A change in election, when effective, shall supersede
all prior elections and shall apply to all of the Participant's deferred payment
awards, including all prior and future awards until a later election becomes
effective.
 
     (g) Deferred payment awards shall be subject to the following further
conditions and restrictions:
 
        (i) If a Participant dies prior to receiving his or her entire award,
the undelivered portion of any such award shall be paid to his or her Designated
Beneficiary or, if none, to his or her legal representative at such times and in
such manner as if such Participant were still living (or on such accelerated
basis as the Committee may determine).
 
        (ii) The Committee may authorize an acceleration of the delivery date
of a portion or all of an undelivered award, related Dividend Equivalents and
interest, in the case of a hardship arising from causes beyond the Participant's
control; provided that the accelerated payment in such a case must be limited to
an amount necessary to meet such hardship. Upon a Change in Control, the
delivery date of all deferred payment awards shall be automatically accelerated
and said deferred payment awards and related Dividend Equivalents and interest
shall be due and payable to Participants immediately.
 
                                  6. DIVIDENDS
 
     (a) Following the declaration of a cash dividend on the Common Stock, each
Participant who has a Deferred Company Stock Account shall be credited with an
amount equal to the cash dividends ("Dividend Equivalents") which would have
been paid if the deferred company stock units credited to such Account on the
record date for such dividend had been issued and outstanding shares of Common
Stock. Such Dividend Equivalents shall be credited to such Participant's
Deferred Cash Account effective no later than the last day of the fiscal quarter
in which the payment date for such dividend occurred.
 
                                       5
<PAGE>
 
 
     (b) Following the declaration of a dividend payable in Common Stock, a
Participant's Deferred Company Stock Account shall be credited with additional
deferred company stock units equivalent to the number of shares of Common Stock
which would have been delivered if the deferred company stock units credited to
such Account on the record date for such dividend had been issued and
outstanding shares of Common Stock. Such additional deferred company stock units
shall be credited to each Participant's Deferred Company Stock Account effective
no later than the last day of the fiscal quarter in which the payment date for
such dividend occurred.
 
     (c) No cash dividends shall be paid on awards payable immediately after the
Fiscal Year for which granted ("Current Awards") which are payable in shares of
Common Stock. However, when such shares of Common Stock are delivered to the
Participant, the Company shall pay to the Participant an amount in cash which
shall be equal to the cash dividends, if any, ("Dividend Equivalents") which
would have been paid if the shares of Common Stock had been issued and
outstanding since the grant of the award. No interest shall be paid on any such
Dividend Equivalent or any part thereof.
 
     (d) In the event of a declaration of a dividend payable in Common Stock,
the record date for which occurs after the date of the grant of a Current Award
payable in Common Stock but prior to the date of delivery of shares of Common
Stock to the Participant, such Current Award shall be increased by such
additional number of shares which would have been delivered if the shares of
Common Stock had been issued and outstanding since the grant of the award.
 
 
                        7. DILUTION AND OTHER ADJUSTMENTS
 
     Notwithstanding any other provision of the Plan, in the event of any change
in the outstanding shares of Common Stock of the Company by reason of any stock
dividend, split, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change including without
limitation in connection with a Change in Control, an equitable adjustment shall
be made, as determined by the Committee (but subject to the provisions of the
first subparagraph of paragraph 9), in (a) the kind of shares subject to the
Plan or the maximum number of shares which may be awarded to any one employee,
(b) any other aspect or aspects of the Plan or outstanding awards granted
thereunder as specified by the Committee or (c) any combination of the
foregoing. Such adjustment shall be made by the Committee and shall be
conclusive and binding for all purposes of the Plan.
 
                           8. MISCELLANEOUS PROVISIONS
 
     (a) No recipient of an award shall have any rights as a Company shareholder
with respect thereto unless and until the date as of which certificates for
shares of Common Stock are issued in payment of such award.
 
 
 
                                       6
<PAGE>
 
     (b) A Participant's rights and interests under the Plan may not be assigned
or transferred except, in the case of the Participant's death, to his or her
Designated Beneficiary or, in the absence of such designation, by will or the
laws of descent and distribution.
 
     (c) No shares of Common Stock shall be issued or distributed under the Plan
unless and until all legal requirements applicable to the issuance or transfer
of such shares have been complied with to the satisfaction of the Committee and
the Company.
 
     (d) The Company shall have the right to deduct from awards hereunder paid
in whole or in part in cash any federal, state, local or foreign taxes required
by law to be withheld with respect to such cash awards. In the case of awards to
be paid by the distribution of Common Stock, the Company shall have the right to
require, as a condition of such distribution, that the Participant or other
person receiving such Common Stock either (i) pay to the Company at the time of
distribution thereof the amount of any such taxes which the Company is required
to withhold with respect to such Common Stock or (ii) make such other
arrangements as the Company may authorize from time to time to provide for such
withholding including without limitation having the number of the shares of
Common Stock to be distributed reduced by an amount equal in value to the amount
of such taxes required to be withheld. The obligation of the Company to make
delivery of awards in cash or in Common Stock shall be subject to currency or
other restrictions imposed by any government.
 
     (e) No employee of the Company or a Subsidiary or other person shall have
any claim or right to be granted an award under this Plan. Neither this Plan nor
any action taken hereunder shall be construed as giving any such employee any
right to be retained in the employ of the Company or a Subsidiary, it being
understood that all Company and Subsidiary employees who have or may receive
awards under this Plan are employed at the will of the Company or such
Subsidiary and in accord with all statutory provisions.
 
     (f) Distribution of shares of Common Stock in payment of awards under this
Plan may be made either from shares of authorized but unissued Common Stock
reserved for such purpose by the Board of Directors or from shares of authorized
and issued Common Stock reacquired by the Company and held in its treasury or
held under the Company's Flexible Employee Benefits Trust, as from time to time
determined by the Committee, the Board or pursuant to delegations of authority
from either. Such shares shall be valued on any date set forth herein (or, if
such date is not expressly set forth herein, on such date or dates as may be
determined by the Committee, but not earlier than five trading days prior to the
date for which the determination is being made) at the closing sales price on
the New York Stock Exchange, as reported on the composite transaction tape, or
on such other exchange as the Committee may determine.
 
     (g) The costs and expenses of administering this Plan shall be borne by the
Company and not charged to any award nor to any employee or Participant
receiving an award. However, the Company may charge the cost of any awards made
to employees of Participating Subsidiaries, including administrative costs and
expenses related thereto, to the respective Participating Subsidiaries by which
such persons are employed.
 
 
                                       7
<PAGE>
 
         (h) In addition to terms defined elsewhere herein, the following terms
as used in this Plan shall have the following meanings:
 
             "Act" shall mean the Securities Exchange Act of 1934 as amended
from time to time.
 
             "Change in Control" shall mean the first to occur of any one of
 the events described below:
 
               (i)   Stock Acquisition. Any "person" (as such term is used in
               Sections 13(d) and 14(d)(2) of the Act), other than the
               Company or a corporation, a majority of whose outstanding
               stock entitled to vote is owned, 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 20% 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 20% 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.
 
               (ii)   Change in Board. During any period of two consecutive
               years, individuals who at the beginning of such period were
               members of the Board of Directors cease for any reason to
               constitute at least a majority of the Board of Directors,
               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 fails to
               be elected by the shareholders of the Company.
 
               (iii)   Other Events. Any other event or series of events which,
               not withstanding any other provision of this definition, is
               determined, by a majority of the outside members of the Board
               of Directors of the Company serving in office at the time such
               event or events occur, to constitute a change in control of
               the Company for purposes of this Plan. Such a Change in
               Control shall be deemed to have occurred on the date of such
               determination or on such other date as such majority of
               outside members of the Board shall specify.
 
 
                                       8
<PAGE>
 
          "Designated Beneficiary" shall mean the person or persons last
designated as such by the Participant on a form filed by him or her with the
Committee in accordance with such procedures as the Committee shall approve,
provided, however, that in the absence of the filing of such a form with the
Company the Designated Beneficiary shall be the person or persons who are the
Participant's beneficiary or beneficiaries of the Company's basic life
insurance.
 
          "Disability" shall mean permanent and total disability of an employee
participating in the Plan as determined by the Committee in accordance with
uniform principles consistently applied, upon the basis of such evidence as the
Committee deems necessary and desirable.
 
          "Fiscal Year" shall mean the twelve-month period used as the annual
accounting period by the Company.
 
          "Participant" shall mean, as to any award granted under this Plan and
for so long as such award is outstanding, the employee to whom such award has
been granted.
 
          "Participating Subsidiary" shall mean any Subsidiary designated by the
Committee to participate in this Plan which Subsidiary requests or accepts, by
action of its board of directors or other appropriate authority, such
designation.
 
          "Retirement' shall mean separating from service with the Company or a
Subsidiary with the right to begin receiving immediate pension benefits under
the Company's Pension Plan for Salaried Employees or under another defined
benefit pension plan sponsored or otherwise maintained by a Subsidiary for its
employees, in either case as then in effect or, in the absence of the Pension
Plan or such other pension plan being applicable to any Participant, as
determined by the Committee in its sole discretion.
 
          "Subsidiary" shall mean any domestic or foreign corporation,
partnership, association, joint stock company, trust or unincorporated
organization affiliated with the Company whether or not controlling, controlled
by or under common control with the Company.
 
                          9. AMENDMENTS AND TERMINATION
 
     The Committee may at any time terminate or from time to time amend or
suspend this Plan in whole or in part; provided, however, that no such amendment
shall, without the consent of the Participant to whom an award has already been
granted hereunder, operate to annul such award.
 
     Unless approved by a vote of a majority of the shares present and entitled
to be voted at a meeting of shareholders, no amendment shall be effective to
increase the maximum amount which may be awarded to any individual for the same
Fiscal Year, except as otherwise provided in paragraph 7.
 
 
 
                                       9
<PAGE>
 
            10. EFFECTIVE DATE, PAST AMENDMENTS AND TERM OF THE PLAN
 
     This Plan, previously denominated the "Air Products and Chemicals, Inc.
1979 Incentive Compensation Plan", became effective for the Fiscal Year
commencing on October 1, 1978 for awards to be made for years to and including
Fiscal Year 1983, following approval by a majority of those present at the
January 19, 1978 annual meeting of shareholders of the Company and entitled to
vote thereon. The Plan was thereafter amended as permitted by its terms
effective October 1, 1982 by action of the Board of Directors.
 
     The Plan, as amended effective October 1, 1983, was continued in effect
indefinitely until terminated, amended or suspended as permitted under paragraph
9 following approval by the holders of a majority of the outstanding shares of
Common Stock of the Company at the January 26, 1984 annual meeting of
shareholders of the Company. The Plan was thereafter amended as permitted by its
terms effective March 1, 1986, October 1, 1986, July 15, 1987 and October 1,
1989 by action of the Committee. The Plan was renamed the 1990 Annual Incentive
Plan and restated effective as of October 1, 1989. The Plan was renamed the 1997
Annual Incentive Plan, amended and restated effective as of October 1, 1996. The
Plan was thereafter amended as permitted by its terms effective as of April 1,
1998, and effective as of January 1, 2000, and September 20, 2000 by action of
the Committee. The Plan, as set forth herein, was renamed the Annual Incentive
Plan, amended and restated as of October 1, 2001.
 
 
                                       10
 
</TEXT>
</DOCUMENT>