Compensation Program for Nonemployee Directors

a.

Each director shall be paid an annual retainer of $60,000 for serving as a member of the Board of Directors and any Board Committee(s), which retainer shall be payable in quarterly installments at the end of each quarter. Payment of this retainer may be deferred under the Deferred Compensation Program for Directors.

b.

Each director who serves as the Chairman of a Board Committee shall be paid an additional annual retainer of $15,000, which retainer shall be payable in quarterly installments.

c.

The presiding director shall receive an additional annual retainer of $15,000.

d.

Each director shall be paid a meeting fee of $2,000 per Board or Committee meeting attended. ^{* /}

e.

Deferred stock units with a targeted dollar value of $100,000 shall be credited to each director’s Air Products Stock Account under the Deferred Compensation Program for Directors (i) effective as of the date the director first serves on the Board, and (ii) annually, notwithstanding the date of first service, for directors continuing in office after the A