Air Products & Chemicals Inc /De/

AMENDMENT 1 TO RESTATED TRUST AGREEMENT

Exhibit 10.13(a)

                             Amendment No. 1 to the
                      Amended and Restated Trust Agreement
                   dated 1 August 1999 (the "Trust Agreement")
                                    Covering
                          Defined Benefit Pension Plans


     This Amendment No. 1 to the Trust Agreement is made and entered into as of
the 1st day of January 2000, by and between Air Products and Chemicals, Inc.
(the "Company") and PNC Bank, N.A. (the "Trustee").

     WHEREAS, the Company wishes to cover the Air Products and Chemicals, Inc.
Pension Plan for Directors (the "Director Plan") by the Trust created by and
under the Trust Agreement, and the Company and the Trustee have determined to
amend, with the consent of the Participant Representatives, the Trust Agreement
to expand Exhibit A thereto (List of Plans) to include the Director Plan;

     WHEREAS, the Company contemplates increasing, effective 3 January 2000, in
accordance with Section 1.01 of the Trust Agreement, the amount of the Trust
Amount to sixty million seven hundred thousand dollars ($60,700,000) to cover
the $700,000 Current Plan Termination Liability of the Director Plan, as well as
that of the other Plans, by written notice to the Trustee and contribution of
Company Stock by reservation thereof under a Company Stock Agreement; and

     WHEREAS, all capitalized terms used herein shall have the meanings set
forth in the Trust Agreement, except as otherwise provided herein or amended
hereby;

     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. Definitions: Plans and Participants. The term "Plans," as used in the
Trust Agreement, is amended to include the Director Plan as indicated on Exhibit
A hereto; and the term "Participants," as used in the Trust Agreement, is
amended to include employees and past employees of the Company and certain of
its subsidiaries and past members of the Board of Directors of the Company who
are receiving benefits under the Director Plan (together with their respective
Designated Beneficiaries, if applicable under the respective Plan).

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     2. Benefit Calculation Schedule and Participant Information. Attached
hereto as Exhibit B is a schedule (said schedule, together with all documents
and materials attached thereto as annexes or referred to therein as having been
provided to the Trustee by the Company, being hereinafter referred to as the
current "Director Benefit Calculation Schedule") describing, as of the date
hereof and to the extent applicable under the Director Plan, how to calculate
the basic or primary form of benefit and all alternative or optional forms of
benefits payable under the Director Plan. In addition, the Company has provided
to the Trustee the Participant Information pertaining to, and to the extent
relevant under, the Director Plan, in Exhibit B hereto, which is complete and
accurate as of December 31, 1999, or such later date as indicated therein.
During the first calendar quarter of each calendar year beginning with calendar
year 2001, the Company shall provide the Trustee with any revisions to the
Director Benefit Calculation Schedule and updated Participant Information, in
each case as of the end of the immediately preceding calendar year.

     IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the
TRUST AGREEMENT as of the date set forth above.

                               AIR PRODUCTS AND CHEMICALS, INC.



Attest:                        By:  /s/ W. D. Brown
                                  ---------------------------------------
                                  W. D. Brown
                                  Vice President, General Counsel
                                  and Secretary

/s/ K. G. Wright
--------------------------
Assistant Secretary

                               PNC BANK, N.A.


Attest:                        By:   /s/ Peter M. Van Dine
                                  ---------------------------------------
                                  Vice President


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     IN WITNESS WHEREOF, the undersigned Participant Representatives, effective
as of the 1st day of January 2000, have executed this Amendment No. 1 to the
Trust Agreement in evidence of their consent to the amendments made thereto
which are set above.
                                   /s/ W. D. Brown
                                 -----------------------------------------
                                  W. D. Brown
                                  Participant Representative


                                  /s/ L. J. Daley
                                 ----------------------------------------
                                  L. J. Daley
                                  Participant Representative


                                  /s/ J. J. Kaminski
                                 ----------------------------------------
                                  J. J. Kaminski
                                  Participant Representative


                                  /s/ J. P. McAndrew
                                ----------------------------------------
                                 J. P. McAndrew
                                 Participant Representative

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                                    EXHIBIT A

                                  LIST OF PLANS


Air Products and Chemicals, Inc.
Supplementary Pension Plan

Air Products and Chemicals, Inc. Private Annuity Agreements

        1.    W. Douglas Brown
        2.    Michael R. Cashman
        3.    Thomas B. Collins
        4.    Richard Fleming
        5.    Hugh P. Gallagher
        6.    Raymond A. Glennon
        7.    Warren R. Gross
        8.    Robert A. Holzl
        9.    E. Eugene Innis
       10.    David H. Kelly
       11.    William J. Kendrick
       12.    Peter N. Kroeger
       13.    J. Robert Lovett
       14.    Thomas A. Manuel
       15.    Peter W. Mather
       16.    James R. Murphy
       17.    James F. Roth
       18.    Brian M. Rushton
       19.    Thomas M. Rutherford
       20.    Richard J. Schaller
       21.    Raymond H. Schenck
       22.    Kurt F. Schroder
       23.    W. Mayo Smith
       24.    James A. Sykes, Jr.
       25.    Thomas H. Tough
       26.    William H. Trotter
       27.    David D. Urbani

Air Products and Chemicals, Inc. Pension Plan for Directors