Amended and Restated Deferred Compensation Program for Directors, effective 25 January 2017

Deferred Compensation Program for Directors        1

General        1

Effective Dates        1

Participants        1

Mandatory Deferrals        1

Elective Deferrals        2

Earnings on Accounts        3

Time and Manner of Making Elective Deferrals        4

Payment of Deferred Compensation        4

Election of Time of Payment        4

Changes in Election of Timing of Payment        5

Payment Following Termination of Service        5

Accelerated Payment        6

Payment on Death        6

Change in Control        6

Other Events        7

Miscellaneous Provisions        7

Withholding of Taxes        7

Rights as to Common Stock        7

Adjustments to Avoid Dilution        8

Participant’s Rights Unsecured        8

Nonassignability        8

Statement of Account        8

Administration        8

Business Days        8

Amendment and Termination        9

Notices        9

Construction; Governing Law        9

Election Form        10

The Deferred Compensation Program for Directors (the "Program") was established by Air Products and Chemicals, Inc. (“Air Products” or the “Company”) to:

The Program is provided under the Air Products and Chemicals, Inc. Long-Term Incentive Plan (the “Plan”) and is subject to the terms thereof.

The Air Products and Chemicals, Inc. Deferred Compensation Plan for Directors was adopted effective as of 1 January 1980 and was thereafter amended from time to time. Effective 23 January 2003, the Plan was combined with the Long-Term Incentive Plan and offered as a program thereunder. This amended and restated Program was effective as of 20 May 2010, and was amended effective 16 July 2015, and effective as of October 1, 2016.

Any director of the Company who is not an employee of the Company or of a subsidiary of the Company is eligible to participate in the Program.

There shall be established for each participant an Air Products Stock Account described under section 6 below to which shall be credited all compensation which is required to be paid by the Company in the form of deferred stock units in accordance with the Compensation Program for Nonemployee Directors (“Mandatory Deferrals”).

Dollar amounts to be so credited shall be converted into Air Products deferred stock units in the manner described under Section 6 below on the date specified in the Compensation Program for Non-Employee Directors.

A participant may elect to defer receipt of all or a specified portion of the compensation (exclusive of expense reimbursements) otherwise currently payable to him or her for serving on the Board of Directors of the Company, attending meetings or committee meetings thereof or performing other services in connection with the business of the Company and its subsidiaries. Such electively deferred compensation (“Elective Deferrals”) will be credited on the date the compensation is otherwise payable, to one or both of the hypothetical investment accounts (“Accounts”) described in Section 6 below. as directed by the participant:

(2) Each participant’s Air Products Stock Account existing as of October 1, 2016 shall be credited with a number of “Versum deferred stock units” equal to the number of Air Products deferred stock units credited to such Account at 12:00 a.m. on October 1, 2016 divided by two, rounded up to the nearest whole share. Each “Versum deferred stock unit” shall entitle the participant to a cash payment at the time determined under Section 9 which shall be equal to the Fair Market Value of one share of the common stock of Versum Materials, Inc., a Delaware corporation listed on the New York Stock Exchange, on the second business day before the payment date.

(3) For purposes of the Program, the “Fair Market Value” of a share of common stock of Air Products or Versum Materials, Inc. on any date shall mean an amount equal to the closing sale price for such date on the New York Stock Exchange, as reported on the composite transaction tape, or on such other exchange as the Administrator may

determine. If there is no such sale price quotation for the date as of which Fair Market Value is to be determined, the previous trading date prior to such date for which there are reported sales prices on the composite transaction tape shall be used.

Each participant's Accounts will be credited with interest on deferred compensation credited to the Interest Account, and with dividend equivalents on deferred compensation credited to the Air Products Stock Account, as provided below, from the date credited until the last day of the month preceding payment, unless payment is made because of death, in which event interest or dividend equivalents will be credited until the date of death.

An election to defer compensation must be made by a director prior to the calendar year during which such compensation is earned; provided that an initial election by a new director to defer compensation for all future services may be up to 30 days after commencing service as a director to the Company. An election shall continue in effect until the end of the participant's service to the Company as a director or until the participant modifies or revokes the election as described below, whichever shall occur first.

A participant may elect, modify, or revoke a prior election to defer compensation by completing Sections I and II of the Election Form attached hereto as Exhibit A (the “Election Form”) and returning it to the Corporate Secretary. Such Election Form shall specify:

Any modification or revocation of a prior election described in Section 8(a) or 8(b) above shall relate only to future compensation, and shall not apply to any amounts previously credited to the participant's account. A participant’s election to defer described in 8(a) may not be revoked or modified during the calendar year. Revocation or modification of a prior election to defer for a calendar year must be made no later than the close of the preceding calendar year.

No payment may be made from the participant's Accounts in respect of Elective Deferrals or Mandatory Deferrals or earnings thereon (together, “Deferred Compensation Amount”) except as provided below.

All payments from a participant’s Accounts must be completed by the tenth year after the year in which service as a director terminates. All payments will be made in January of the applicable year or as soon thereafter as reasonably possible. If annual installments are to be paid, the amount of the first payment shall be a fraction of the value of the participant's Accounts as of December 31 of the year preceding payment, the numerator of which is one and the denominator of which is the total number of such installments elected. The amount of each subsequent payment shall be a fraction of the value as of the December 31 preceding each subsequent payment, the numerator of which is one and the denominator of which is the total number of installments elected minus the number of installments previously paid. If a participant has more than one payment election in effect, separate calculations shall be made for the portions of the Account to which the different payment elections apply. The number of shares of common stock to be delivered in payment from the Air Products Stock Account shall be equal to the number of Air Products deferred stock units represented by the payment owed, calculated as aforesaid, rounded up to the next whole share of common stock.

be paid to the participant in cash or Company Stock, at the discretion of the Board, as soon as practicable, but no later than 30 days after the Change in Control. If a cash payment is made, the amount shall be equal to the “Change in Control Price”, as defined by the Plan, multiplied by the number of Air Products deferred stock units credited to the participant’s Air Products Stock Account.

The right of any participant to the payment of deferred compensation and earnings thereon under the Program shall be an unsecured and unfunded claim against the general assets of the Company.

The right of a participant to the payment of deferred compensation and earnings thereon under the Program shall not be assigned, transferred, pledged, or encumbered or be subject in any manner to alienation or anticipation.

Statements will be sent to participants quarterly as to the value of their Accounts as of the end of the previous quarter.

The administrator of this Program shall be the Corporate Secretary of the Company. The administrator shall have authority to adopt rules and regulations for carrying out the Program and to interpret, construe, and implement the provisions thereof.

If any date specified herein falls on a Saturday, Sunday or legal holiday, such date shall be deemed to refer to the next business day thereafter.

This Program may at any time be amended, modified or terminated by the Board of Directors of the Company. No amendment, modification, or termination shall, without the consent of a participant, adversely affect such participant's rights with respect to amounts theretofore accrued in his or her deferred compensation account, except as required by law.

All notices to the Company under this Program shall be in writing and shall be given as follows:

Corporate Secretary

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard

Allentown, PA 18195-1501

This Program is intended to comply with Section 409A of the Internal Revenue Code and shall be construed, whenever possible, to be in conformity with such requirements and in accordance with the laws of the Commonwealth of Pennsylvania for all purposes without giving effect to principles of conflicts of laws.

To:    Corporate Secretary

Air Products and Chemicals, Inc.

I.    Elective Deferred Compensation Amount

In accordance with the provisions of the Program, I hereby (check one):

$         (amount per quarter)

or

         (percentage per quarter)

This election, modification, or revocation shall take effect beginning on __________________________ to affect only compensation earned on and after such date. (Must be a date after the date this Election Form is received by the Company.) Revocation or modification of a prior election may be made only for a future calendar year and must be made no later than the close of the calendar year proceeding the year for which it is effective.

II.    Investment Account for Elective Deferred Compensation Amount.

The Elective Deferred Compensation Amount is to be deemed invested in the following account(s) (enter a whole percentage from 1% to 100% in each blank, with the two percentages totaling 100%):

_____%    in the Interest Account to be paid out in the form of cash.

_____%    in the Air Products Stock Account to be distributed in the form of Air Products and Chemicals, Inc. Common Stock.

Notes:

An election to change crediting of future elective deferrals to an Interest Account or your Air Products Stock Account will be effective for the next quarter.

Under current federal securities law, it is necessary to report to the Securities and Exchange Commission the number of units credited to the Air Products Stock Account at the end of each fiscal year.

III.    Timing of Payment of Deferred Compensation Amounts (Elective and Mandatory)

COMPLETE A OR B, BUT NOT BOTH, AND C.

Deferred Compensation Amounts (if any) are to be paid to me in a lump sum (check one):

Deferred Compensation Amounts (if any) are to be paid to me in _________ (up to 10) consecutive annual installments, the first of which is to be paid in (check one):

*    Except for initial elections made within the first 30 days of eligibility, this election will become effective as to previous Deferred Compensation Amounts one year from the date received by the Corporate Secretary’s Office. If payouts under a prior election are scheduled to commence before one year, this election is void and the prior election will control. Any modification or revocation of a prior payment election must delay commencement of the payment by five years from the date the payment otherwise would have been made.

IV.    Beneficiary Designation

If I die before receiving all the deferred payments due me under the Program, I understand the value of my Deferred Compensation Amounts will be paid to my estate or designated beneficiary, in a single lump sum cash payment following the date of my death. I wish to designate ____________________ as my beneficiary. (A beneficiary may be designated by delivering this Election Form to the Corporate Secretary of the Company. Beneficiary designations that are not received by the Corporate Secretary’s Office prior to the participant’s death cannot be honored.)

This Election is subject to the terms of Air Products and Chemicals, Inc. Deferred Compensation Program for Directors, as amended from time to time.

Received on the day of             

on behalf of the Company.        Signature of Director

By         Date:        

(Assistant) Corporate Secretary