EX-10.8(B): AMENDMENT NO. 2 TO AMENDED AND RESTATED TRUST AGREEMENT

Exhibit 10.8(b)

Amendment No. 2 to the
Amended and Restated Trust Agreement
By and Between
Air Products and Chemicals, Inc. as Grantor
and
PNC Bank, N.A. as Trustee
Dated 1 August 1999
Covering Defined Contribution Plans
(“Trust Agreement”)

     This Amendment No.2 to the Trust Agreement is made and entered into as of the 11 ^th day of April 2007 by and between Air Products and Chemicals, Inc. (the “Company”) and PNC Bank, N.A. (the “Trustee”).

     WHEREAS, the Company and the Trustee have entered into the Trust Agreement, and the Company wishes to amend and update the Trust Agreement; and

     WHEREAS, Section 6.02(a) of the Trust Agreement provides that the Trust Agreement may be amended by the Company and the Trustee with the written consent of the Participant Representatives;

     NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the parties hereto, intending to be legally bound, agree as follows:

	1.		Exhibit A of the Plan is amended to read:
			The Air Products and Chemicals, Inc. Deferred Compensation Plan (excluding Bonus Deferrals and Special Bonuses, as defined therein, and earnings thereon).
			The Air Products and Chemicals, Inc. Deferred Compensation Program for Directors
	2.		Section 2.01 of the Agreement is renamed “Use of Trust Fund and Participant Information” and Section 2.01(b) is amended effective 30 September 2006 to read as follows:

	(b)		Benefit Calculation Data
			The Company shall provide to the Trustee the Participant Information as of the end of each fiscal year. Such data shall be provided no later than 31 December following the fiscal year end;

provided that such data will be provided for the Company’s 30 September 2006 fiscal year end no later than 30 April 2007. Notwithstanding the foregoing, following a Change in Control, no further updates or revisions to the Participant Information shall be permitted without the consent of the Participant Representatives. If the Company should fail to provide to the Trustee the Participant Information required hereunder, the Participant Representatives may provide it.

3.

Section 2.02(a)(ii) is amended to read as follows:

(ii)

a written certification by the Trust Actuary, based upon the Participant Information and Plan documentation most recently provided to the Trustee under Sections 2.01(b) and 7.09, respectively, of the amount of and time at which such payment or payments were due and that the Trust Amount is sufficient (or the extent to which it is insufficient) to make such payment or payments without adjustment under Section 2.04.

4.

Section 2.02(b) is amended to read as follows:

(b)

On and After a Change in Control. Following a Change in Control and the delivery to the Trustee of a written notice from the Participant Representatives of the Company’s failure to make a benefit payment or payments owing to a Participant under the Plan after the Participant’s written request for such payment to the Plan Administrator, the Trustee shall, within ten days after the receipt thereof by the Trustee,

	(i)		provide a copy of such notice to the Participant, the Company, and the Trust Actuary, and
	(ii)		direct the Trust Actuary to verify and calculate the Plan benefit to which the Par