SUPPLEMENTARY PENSION PLAN OF AIR PRODUCTS AND CHEMICALS, INC. AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005

Exhibit 10.24

SUPPLEMENTARY PENSION PLAN

OF

AIR PRODUCTS AND CHEMICALS, INC.

AS AMENDED AND RESTATED

EFFECTIVE JANUARY 1, 2005

TABLE OF CONTENTS

ii          

Exhibit 10.24

SUPPLEMENTARY PENSION PLAN
OF
AIR PRODUCTS AND CHEMICALS, INC.

Amended and Restated Effective January 1, 2005

      WHEREAS , Air Products and Chemicals, Inc. did, effective October 1, 1978, establish a Supplementary Retirement Plan for those of its employees eligible to participate therein, which Plan was thereafter amended from time to time, and was amended, restated and renamed the Supplementary Pension Plan of Air Products and Chemicals, Inc. as of October 1, 1988, and was thereafter amended, inter alia , as of 20 September 1995, 1 October 1995, 1 January 1996, 16 September 1999, and 20 September 2000 and amended and restated as of 1 May 2003;

      WHEREAS , Air Products and Chemicals, Inc. now wishes to make certain revisions in the Plan and to restate said Plan in its entirety;

      NOW, THEREFORE , the Supplementary Pension Plan of Air Products and Chemicals, Inc. is hereby amended and restated in its entirety as follows, effective as of 1 January 2005; and the said Supplementary Pension Plan, as so revised and restated, shall apply only to an Employee whose Separation from Service occurs on or after 1 January 2005, except as otherwise provided. The Plan is further amended, effective January 1, 2006, to comply with Section 409A of the Code and regulations thereunder applicable to nonqualified deferred compensation plans. The rights and benefits, if any, of a former employee shall be determined in accordance with the provisions of the Plan in effect on the date his Separation from Service occurred, except as otherwise provided.

ARTICLE 1

PURPOSE OF THE PLAN

      Section 1.1 This Plan is established to provide supplementary retirement income benefits to a certain select group of management or highly compensated persons in the employ of Air Products and Chemicals, Inc. and participating subsidiaries. It thereby supplements the benefits payable to such persons under the Air Products and Chemicals, Inc. Pension Plan for Salaried Employees.

ARTICLE 2

DEFINITIONS

      Section 2.1 As used herein, the following terms shall have the following meanings, unless the context clearly indicates otherwise.

      “Accrued Benefit” shall mean, in the case of an Employee, a monthly retirement benefit for the life of the Employee that such Employee would receive, commencing at his Normal Retirement Date, in an amount determined under Section 3.2 hereof based on his Credited Service, Average Compensation and benefit payable under the Salaried Pension Plan as of the date such Accrued Benefit is being determined.

      “Annual Incentive Plan” shall mean the Air Products and Chemicals, Inc. 1997 Annual Incentive Plan adopted by the Company’s stockholders, as it may be amended from time to time.

      “Annuity Starting Date” shall mean the first day of the first period for which a benefit under Section 3.1 will be paid as an annuity or, in the case of a benefit not paid in the form of an annuity, the date of payment; provided that, in

the case of a former Key Employee described in Section 3.5(b), the Annuity Starting Date shall be determined as if the Employee’s benefit distribution was not delayed in accordance with Section 3.5.

      “Average Compensation” shall have the meaning set forth in Section 3.3 hereof.

      “Board” shall mean the board of directors of the Company or any Committee thereof acting on behalf of the Board pursuant to its Charter or other delegation of power from the Board or the Chairman of the Board acting pursuant to a delegation of authority from the Board.

      “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 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 35% 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 35% 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 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.

     (iii) This provision shall in all cases be interpreted to comply with the requirements of Code Section 409A, as amended.

      “Committee” shall mean the Company’s Benefits Committee or other Committee designated to hear appeals under the Plan in accordance with the provisions of Article 4 hereof.

      “Company” shall mean Air Products and Chemicals, Inc. and any successor thereto by merger, purchase or otherwise.

      “Compensation” shall have the meaning set forth in Section 3.3 hereof.

      “Effective Date” shall mean, as to the Company, October 1, 1978, and as to any other Employer, the date as of which the Salaried Pension Plan initially becomes effective for Employees of the Employer.

      “Employee” shall mean any person who is employed by an Employer on a regular salaried basis on or after the Effective Date of the Plan applicable to such Employer, who participates or participated in the Salaried Pension Plan as an “Employee” as defined therein, and who has been granted Incentive Compensation by an Employer for and in respect of any fiscal year of the Company or part thereof during such person’s most recent 120 months of employment or such Employee’s period of employment by an Employer, if less than 120 months.

      “Employer” shall mean the Company and/or any Participating Employer either collectively or separately as the context requires.

      “Incentive Compensation” shall mean a bonus award of stock and/or cash paid on a current basis by an Employer pursuant to the Annual Incentive Plan upon or following the conclusion of the Company’s fiscal year to which such award relates and/or a bonus award of stock and/or cash, the payment of which was deferred under the terms of the Annual Incentive Plan.

      “Key Employee” shall mean any Employee or former Employee (not including a beneficiary of either in the event that such Employee or former Employee is deceased) who at any time during a Plan Year is in salary grade 217 or above or the equivalent grade in any future grade structure of the Company where such grade indicates status as an officer. The determination of whether an employee is a Key Employee shall be made consistent with final regulations promulgated under Code Section 409A and procedures developed by the Plan Administrator.

      “Participating Employer” shall mean each Affiliated Company, some or all of whose employees are participating in the Salaried Pension Plan as

“Employees” as defined therein, and have also received awards under the Annual Incentive Plan.

      “Plan” shall mean the “Supplementary Pension Plan of Air Products and Chemicals, Inc.” as set forth herein and as amended from time to time.

      “Plan Administrator” shall mean the Company’s Director of Compensation and Benefits prior to February 1, 2006 and, thereafter, the Vice President – Human Resources, or such other person or entity as the Vice President – Human Resources shall appoint to fill such role.

      “Plan Year” shall mean the annual period beginning on October 1 and ending on September 30. A Plan Year shall be designated according to the calendar year in which such Plan Year ends (e.g., the 2006 Plan Year refers to the Plan Year beginning on October 1, 2005 and ending on September 30, 2006).

      “Salaried Pension Plan” shall mean the “Air Products and Chemicals, Inc. Pension Plan for Salaried Employees” as amended from time to time.

      Section 2.2 As used herein, the terms “Credited Service,” “ERISA,” “Employee,” “Retire,” “Retired,” or “Retirement” and “Separate,” “Separated” or “Separation from Service,” and, except as specifically provided in this Article, all other capitalized terms, shall have the same meanings as in the Salaried Pension Plan, unless the context clearly indicates otherwise.

      Section 2.3 The masculine pronoun whenever used herein shall include the feminine. The singular shall include the plural and the plural shall include the singular whenever used herein, unless the context otherwise requires.

ARTICLE 3

BENEFITS

      Section 3.1 Eligibility and Vesting. Subject to Sections 5.1 and 6.2, an Employee shall be entitled to receive benefits under this Plan if such person shall be entitled to receive a benefit under the Salaried Pension Plan. Benefits under this Plan shall be calculated in accordance with Section 3.2 hereof and shall be subject to the limitations herein provided.

      Section 3.2 Amount of Benefits. The amount of the benefit to be paid to an Employee or any other person entitled to receive a benefit hereunder shall be equal to the amount of the benefit such person would have received under the Salaried Pension Plan (without regard to the limitations under Sections 401(a)(17), and 415 of the Internal Revenue Code) if such benefit were calculated using Average Compensation calculated pursuant to Section 3.3 hereof, and then reduced by the amount of the actual benefit payable to such person under the Salaried Pension Plan. The normal form of benefit under Section 4.1 of the Salaried Pension Plan shall be employed as the basis for making computations under this Section 3.2 in order to insure the attaining for such purpose of equivalency between the various forms of benefits provided by the Salaried Pension Plan and this Plan, regardless of whether an optional form of benefit has been selected under Article V of the Salaried Pension Plan and/or under Section 3.6 of this Plan.

      Section 3.3 Employee Compensation. For purposes of computing an Employee’s benefit in accordance with Section 3.2 hereof, the Employee’s Average Compensation shall be the monthly average of the Compensation of the Employee for the 36 consecutive months (or total consecutive months if he or she was employed by an Employer for less than 36 months) in which his Compensation was the highest during the 120 months nearest preceding his

Separation from Service (or during the total period of employment if he or she was employed by an Employer less than 120 months). For this purpose, an Employee’s Compensation for any period shall be equal to the sum of (a) his “Compensation” for such period as defined in Article I of the Salaried Pension Plan, provided that no limitation based on Code Section 401(a)(17) shall apply, (b) one hundred percent (100%) of the Employee’s Incentive Compensation allocated to such period in accordance with Section 3.4 hereof and (c) one hundred percent (100%) of the amount of annual salary deferred by the Employee under the Air Products and Chemicals, Inc. Supplementary Savings Plan on or before September 1, 2006 and the Air Products and Chemicals, Inc. Deferred Compensation Plan thereafter, which amount, but for such deferral election, would have been received by the Employee as annual salary during such period.

      Section 3.4 Allocation of Incentive Compensation. For the purpose of computing the Employee’s Compensation in accordance with Section 3.3 hereof, all Incentive Compensation shall be allocated to the period for which the Incentive Compensation was awarded to the Employee by the Employer, notwithstanding actual distribution of the Incentive Compensation at a later time. The total dollar value of Incentive Compensation awards shall be allocated in equal amounts to each month of the period for which the award was made.

      Section 3.5 Payment of Benefits.