Exhibit 10.3

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                        AIR PRODUCTS AND CHEMICALS, INC.
                             HANDBOOK FOR DIRECTORS
                              Compensation Program
                           for Nonemployee Directors
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     RESOLVED,  that the  resolutions  of the Board of Directors  adopted at its
meeting held on 16 March 2000, be, and the same hereby are,  amended, effective
as of 1 January 2002, to read in their entirety as follows:

     a. Each director shall be paid an annual retainer of $48,000 for
        serving as a member of the Board of Directors and any Board
        Committee(s), which retainer shall be payable in quarterly
        installments. Twenty-five percent of this retainer will be paid
        by the Company in the form of a credit to the Air Products Stock
        Account of the Deferred Compensation Plan for Directors (the
        "Plan").*/
                -

     b. Each director who serves as the Chairman of a Board Committee
        shall be paid an additional annual retainer of $5,000, which
        retainer shall be payable in quarterly installments.*/
                                                            -

*/   If applicable,  the quarterly installment of the annual retainer payable at
-    the end of each  calendar  year shall be reduced  pro - rata to reflect the
     number of regular meetings  attended by the director compared to the number
     of such  meetings  held by the Board and Board  Committees  (excluding  the
     Executive  Committee)  on which the director  served  during the  preceding
     fiscal year (or shorter  period that the director  served).  The  reduction
     shall be  applied  to offset  the  amount of the  retainer  payable  in the
     following forms:  first, to reduce any cash payment;  second, to reduce any
     credit of Elective  Deferrals as defined in the Plan to the Plan's Interest
     Account; and last, to reduce any credit of Elective Deferrals to the Plan's
     Air Products Stock Account. For purposes of administering this provision, a
     director  will be  considered  to have attended any meeting for which he or
     she was  present  in  person  or by secure  telephone  conference  call for
     substantially all of the meeting, as determined by the Corporate Secretary.


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     c. One thousand deferred stock units shall be credited under the
        Plan's Air Products Stock Account effective as of the date the
        director first serves on the Board and annually thereafter
        effective as of the day following the Annual Meeting of
        Shareholders.

     d. Directors shall be reimbursed for out-of-pocket expenses
        incurred in attending regular and special meetings of the Board
        and Board Committees and any other business function of the
        Company at the request of the Chairman of the Board. Expenses
        will be reimbursed as submitted.**/
                                        --


                                             APCI BOARD OF DIRECTORS
                                             21 March 2002











**/   Directors are reimbursed at the rate of $.36 per mile for use of their
--    personal cars in connection with Company business. Directors using
      personal aircraft or aircraft of non-carrier will be reimbursed for such
      expenses at a rate equivalent to first-class air fare of scheduled
      carriers.

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