AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED
EXECUTIVE SEVERANCE AGREEMENT

     This Amended and Restated Executive Severance Agreement (the “ Agreement ”) is made as of the 31 ^st day of December 2008 by and between Airgas, Inc., a Delaware corporation (the “ Company ”), and Peter McCausland (the “ Executive”) .

      WHEREAS , Executive is an executive of the Company, currently serving as its Chairman of the Board, President and Chief Executive Officer; and

      WHEREAS , the Company and Executive previously entered into a letter agreement for severance payments, dated July 24, 1992 (the “ Prior Agreement ”), pursuant to which Executive is entitled to certain payments and benefits in the event that Executive’s employment is terminated as set forth in the Prior Agreement; and

      WHEREAS , the Company and Executive previously entered into a Change of Control Agreement, dated March 17, 1999 (as amended, restated, or otherwise modified from time to time, the “ COC Agreement ”), pursuant to which Executive is entitled to certain payments and benefits in the event of a termination of his employment in connection with a Change of Control as defined in and set forth in the COC Agreement; and

      WHEREAS , the Company and Executive desire to amend and restate the provisions of the Prior Agreement in their entirety to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations issued thereunder, and to eliminate any conflicts with the provisions of the COC Agreement.

      NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, and intending to be legally bound hereby, the Company and Executive (individually a “ Party ” and together, the “ Parties ”) agree that the Prior Agreement is hereby amended and restated as follows:

     1.  Definitions .

          (a) “ Board ” shall mean the Board of Directors of the Company.

          (b) “ Cause ” shall be as defined in Section 2.4 of the COC Agreement.

          (c) “ Change of Control ” shall be as defined in Section 2.2.1 of the COC Agreement.

          (d) “ Code ” means the Internal Revenue Code of 1986, as amended.

          (e) “ Good Reason ” shall be as defined in Section 2.3.1 of the COC Agreement.

          (f) “ Notice of Termination ” means a written notice which (i) indicates the specific Cause for termination, and (ii) briefly summarizes the facts deemed to provide a basis for the Cause for termination of Executive’s employment under the provision so indicated.

          (g) “ Termination Date ” shall mean the last day of Executive’s employment with the Company.

          (h) “ Termination of Employment ” shall mean the termination of Executive’s active employment relationship with the Company.

     2.  Termination of Employment Not Related to a Change of Control.

          (a) Termination Not Related to a Change of Control . In the event that Executive’s employment with the Company is terminated by the Company for any reason other than Cause, and not in connection with a Change of Control, Executive shall be entitled to the benefits provided in subsection (b) of this Section 2.

          (b) Compensation Upon Termination Not Related to a Change of Control . Subject to the provisions of this Agreement, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall provide Executive with the following:

               i. Executive shall receive a cash payment equal to two (2) times Executive’s annual base salary as in affect immediately prior to the Termination Date. Except as otherwise provided in this Agreement, payment shall be made in a lump sum within thirty (30) days after the date that is six (6) months following the Termination Date.

               ii. Executive shall receive cash payments equal to the premium cost that Executive pays, at COBRA rates, to continue the Company’s medical and dental coverage for Executive and, where applicable, Executive’s spouse and dependents, if receiving such coverage on the Termination Date, for a period of thirty-six (36) months following the Termination Date, plus an additional amount to fully gross-up Executive for any ordinary income taxes that result from such payments, so that the after-tax amount that Executive will receive will be equivalent to the COBRA rates for such coverage. Except as provided in Section 19(b), payments shall be made commencing within thirty (30) days after the date that is six (6) months following Termination Date, with the first such payment to include the amounts payable hereunder for the months preceding such first payment.

               iii. All stock options and restricted stock held by Executive will become fully vested and exercisable, as the case may be, on the Termination Date, and all stock options shall remain exercisable after the Termination Date until the option’s expiration date, without regard to Executive’s Termination of Employment.

          (c) Notice of Termination . Any termination described in this Section 2 shall be communicated by a Notice of Termination to Executive given in accordance with Section 13 hereof.

     3.  Termination of Employment in Connection with a Change of Control .

          (a) Termination in Connection with a Change of Control . In the event that Executive’s employment with the Company is terminated in connection with a Change of Control, as set forth in Section 2.3 of the COC Agreement, including but not limited to a voluntary resignation by Executive for Good Reason, Executive shall be entitled to the benefits provided in subsection (b) of this Section 3, in addition to the benefits provided for in the COC Agreement.

          (b) Compensation upon Termination in Connection with a Change of Control . Subject to the provisions of this Agreement, in the event a termination described in subsection (a) of this Section 3 occurs, the Company shall provide Executive with a cash payment equal to two (2) times the greater of executive’s annual base salary as in effect (i) immediately prior to the Termination Date, or (ii) at the time a Change of Control occurred. Except as otherwise provided in this Agreement, payment shall be made in a lump sum within thirty (30) days after the date that is six (6) months following the Termination Date.

          (c) Notice of Termination . Any termination on account of this Section 3 shall be communicated as provided for in the COC Agreement.

     4.  Other Payments . The payments due under Sections 2 and 3 hereof shall be in addition to and not in lieu of any payments or benefits due to Executive under any other plan, policy or program of the Company, except that no cash payments shall be paid to Executive under the Company’s then current severance pay policies. In addition, Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of the Termination Date, payable in a lump sum in the first payroll following the Termination Date, in accordance with the terms of any applicable benefit plans and programs of the Company.

     5.  No Mitigation . Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise.

     6.  Non-Exclusivity of Rights . Except as provided in Section 4, nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries or affiliates and for which Executive may qualify.

     7.  No Set-Off . The Company’s obligation to make the payments provided for in this Agreement and otherwise to per