X0201 3 2004-01-12 0 0000002969 AIR PRODUCTS & CHEMICALS INC /DE/ APD 0001272690 MINELLA LYNN C 7201 HAMILTON BOULEVARD ALLENTOWN PA 18195 0 1 0 0 V.P. Human Resources Common Stock 3000 D 2004 Stock Option 52.83 1988-08-08 2014-01-06 Common Stock 60000.0000 D Rights 2004 0.00 1988-08-08 2014-01-06 Common Stock 60000.0000 D Employee Stock Options (Options) granted under the issuer's Long-Term Incentive Plan (LTIP). Exercise of these Options cancels the related Rights described herein on a one-for-one basis. 10,000 become exercisable 1/5/05: 10,000 become exercisable 1/5/06: 20,000 become exercisable 1/5/07: 10,000 become exercisable 1/5/08; and 10,000 become exercisable 1/5/09. The Options include contractual rights (Rights) similar to employee restricted appreciation rights with exercise dates only during a 30 day period following a change in control of the Company (as defined in the LTIP). Exercise of Rights cancels the related Options on a one-for-one basis and entitles the reporting person to receive a cash payment equal to the fair market value of a share of Common Stock on the date of exercise (as defined int he LTIP) minus the option exercise price. By: Linda M. Svoboda as Attorny in Fact 2004-01-13