Exhibit 10.21

                                                                 October 1, 1996

                        AIR PRODUCTS AND CHEMICALS, INC.
                             STOCK INCENTIVE PROGRAM

 1.  Purposes of the Program

     The purposes of this Program are to recognize and reward outstanding
performance of, and/or to build loyalty and incent the continued service of,
certain employees of Air Products and Chemicals, Inc. (the "Company") and
Participating Subsidiaries who have high potential for assuming greater levels
of responsibility and/or who have demonstrated their critical importance to the
operation of their organizational unit.

 2.  Administration of the Program

     The Program shall be administered by the Vice President - Human Resources
of the Company (the "Administrator").

     The Administrator shall have all necessary powers to administer and
interpret the Program, such powers to include exclusive authority (within the
limitations described in the Program) to select the employees to whom Stock
Awards will be awarded under the Program, to determine the type and number of
Stock Awards to be awarded to each Participant selected and to determine when
awards will be made. In order to assist in selecting employees and determining
the type, size and timing of awards to be given to each employee selected, the
Administrator may take into consideration recommendations from the appropriate
officers of the Company and of each Participating Subsidiary.

     The Administrator shall have full power and authority to adopt such rules,
regulations, agreements and instruments for the administration of the Program
and for the conduct of Program business as the Administrator deems necessary or
advisable. The Administrator's interpretations of the Program, and all action
taken and determinations made by the Administrator pursuant to the powers vested
in it hereunder, shall be conclusive and binding on all parties concerned,
including the Company, its shareholders and any employee of the Company or any
Subsidiary.

3.   Grant and Form of Awards

     Awards may be granted from time to time under the Program to such eligible
full-time employees as the Administrator shall select. Awards shall be granted
in the form of deferred stock units ("Deferred Stock Units"), or such other form
of award as the Administrator shall from time to time approve which involves
Company common stock ("Common Stock"), or any other equity security that relates
to or derives its value in reference to Common Stock (collectively, "Stock
Awards").

     Deferred Stock Units shall be evidenced by a Deferred Stock Units
agreement, which shall contain in substance the following terms and conditions:


                                       1

     (a) Number, Value and Manner of payment of Deferred Stock Units. The
agreement shall specify the number of Deferred Stock Units to which it pertains,
each of which shall be equivalent in value to one share of Common Stock. Each
Deferred Stock Unit shall entitle the Participant to receive from the Company at
the end of the Deferral Period applicable to such Unit, without payment of cash
or other consideration to the Company but in consideration of services performed
for or for the benefit of the Company or a Participating Subsidiary by such
Participant, the value at such time of each Unit. Payment of the value of such
awards may be made in shares of Common Stock, cash or both as determined by the
Administrator from time to time. If paid in Common Stock, the Participant shall
receive a number of shares of Common Stock equal to the number of matured or
earned Deferred Stock Units, and if paid in cash, the Participant shall receive
for each matured Deferred Stock Unit an amount equal to the Fair Market Value of
a share of Common Stock on the last day of the applicable Deferral Period
(except as otherwise provided in Section 9). Upon payment in respect of a
Deferred Stock Unit, such Unit shall be cancelled.

     (b) Deferral Period. Except as otherwise provided in Section 6, payments in
respect of Deferred Stock Units shall be made only at the end of the Deferral
Period applicable to such Units, the duration of which Deferral Period shall be
fixed by the Administrator at the time of grant of such Deferred Stock Units
(the "Deferral Period"). Deferral Periods shall be no less than two years.

4.   Awards Under the Program

     The number of shares of Common Stock available for awards under the Program
shall be the number appropriate for accomplishing the purposes of the Program as
determined by the Chairman of the Board of Directors (the "Chairman") from time
to time.

5.   Eligibility for Participation

     Participants in the Program shall be selected by the Administrator from
full-time employees of the Company and Participating Subsidiaries in positions
at salary grades no higher than 117 (or equivalent) who have high potential for
assuming greater levels of responsibility or who have demonstrated their
critical importance to the operation of their organizational unit. The term
"employee" shall mean any person employed by the Company or a Participating
Subsidiary on a salaried basis. Employees who participate in other incentive or
benefit plans of the Company or any Participating Subsidiary may also
participate in this Program.

6.   Restrictions

     Deferred Stock Units shall be subject to the following conditions and
restrictions:

     (a) If during a Deferral Period a Participant's full-time employment with
the Company or a Subsidiary is terminated for any reason other than Retirement,
Disability or death, such Participant shall forfeit his or her Deferred Stock
Units which would have matured or been earned at the end of such Deferral
Period, unless the Administrator determines in his discretion

                                       2


that such Deferred Stock Units should be paid at the end of such Deferral Period
or, notwithstanding any other provision of the Program, on some accelerated
basis.

     (b) Unless otherwise specified by the Administrator in the applicable
Deferred Stock Units agreement, a Participant whose full-time employment with
the Company or a Subsidiary terminates during a Deferral Period due to
Retirement or Disability or, in the case of his or her death before or after
Retirement or Disability, such Participant's Designated Beneficiary or, if none,
his or her legal representative, shall receive payment in respect of such
Participant's Deferred Stock Units which would have matured or been earned at
the end of such Deferral Period, at such time and in such manner as if the
Participant were still employed (and living) at the end of the Deferral Period
or, notwithstanding any other provision of the Program, on such accelerated
basis as the Administrator may determine.

7.   Dividends

     No cash dividends or equivalent amounts shall be paid on outstanding
Deferred Stock Units. However, when payment of the value of an award is made to
the Participant, the Company shall pay to the Participant an additional amount
in cash which shall be equal to the cash dividends, if any ("Dividend
Equivalent") which would have been paid during the period since the award was
granted with respect to issued and outstanding shares of Common Stock equal in
number to the number of Deferred Stock Units being paid. No Dividend Equivalents
will be paid on awards which were forfeited. No interest shall be paid on any
such Dividend Equivalent or any part thereof.

8.   Dilution and Other Adjustments

     Notwithstanding any other provision of the Program, in the event of any
change in the outstanding shares of Common Stock of the Company by reason of any
stock dividend, split, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change, including without
limitation in connection with a Change in Control, an equitable adjustment shall
be made, as determined by the Chairman in (a) the maximum number, kind or value
of Deferred Stock Units or shares subject to the Program or which may be awarded
or issued to any one employee, (b) any other aspect or aspects of the Program or
outstanding Stock Awards granted thereunder as specified by the Chairman or
(c) any combination of the foregoing. Such adjustment shall be made by the
Chairman and shall be conclusive and binding for all purposes of the Program.

9.   Change in Control

     Following or in connection with a Change in Control the Administrator may,
in his sole discretion, determine to pay in full any or all outstanding Deferred
Stock Units together with any Dividend Equivalents for the period for which such
Units have been outstanding, notwithstanding that the Deferral Periods as to
such Deferred Stock Units have not been completed. Such payment may be in cash
or in Common Stock, or a combination thereof, as determined by the
Administrator, and shall be due and payable to Participants no later than thirty
days following the Administrator's determination to pay said Deferred Stock
Units under this


                                       3


Section 9 or at such earlier date as the Administrator shall determine, but in
no event earlier than the occurrence of a Change in Control. If paid in cash,
each Participant shall receive payment of an amount in respect of each Deferred
Stock Unit equal to the greater of (i) the highest tender or exchange offer
price paid or to be paid for Common Stock pursuant to the offer associated with
the Change in Control (such price to be determined by the Administrator from
such source or sources of information as the Administrator shall determine
including, without limitation, the Schedule 13D or an amendment thereto filed by
the offeror pursuant to Rule 13d-l under the Act) or the price paid or to be
paid for Common Stock under an agreement associated with the Change in Control,
as the case may be, and (ii) the highest Fair Market Value of a share of Common
Stock on any day during the sixty-day period immediately preceding the Change in
Control. For purposes of determining the price paid or to be paid for Common
Stock under clause (i) of the preceding sentence, consideration other than cash
forming part or all of the consideration for Common Stock paid or to be paid
pursuant to the exchange offer or agreement associated with the Change in
Control shall be valued at the higher of the valuation placed thereon by the
Board of Directors or by the person making the offer or entering into the
agreement with the Company.

10.  Miscellaneous Provisions

     (a) No recipient of a Stock Award shall have any rights as a Company
shareholder with respect thereto unless and until the date as of which
certificates for shares of Common Stock are issued in payment of such Stock
Award.

     (b) A Participant's rights and interests under the Program or in any Stock
Award may not be assigned or transferred except, in the case of the
Participant's death, to his or her Designated Beneficiary or, in the absence of
such designation, by will or the laws of descent and distribution.

     (c) All Stock Awards granted under the Program shall be evidenced by
agreements in such form and containing such terms and conditions (not
inconsistent with the Program and applicable law) in addition to those provided
for herein as the Administrator shall approve.

     (d) No shares of Common Stock shall be issued or distributed in payment of
awards under the Program unless and until all legal requirements applicable to
the issuance or transfer of such shares have been complied with to the
satisfaction of the Administrator and the Company.

     (e) The Company shall have the right to deduct from awards hereunder paid
in cash any federal, state, local or foreign taxes required by law to be
withheld with respect to such cash awards. In the case of awards to be paid by
the distribution of Common Stock, the Company shall have the right to require,
as a condition of such distribution, that the Participant or other person
receiving such Common Stock either (i) pay to the Company at the time of
distribution thereof the amount of any such taxes which the Company is required
to withhold with respect to such Common Stock or (ii) make such other
arrangements as the Administrator may authorize from time to time to provide for
such withholding including without limitation having the number of units of the
award reduced or the number of shares of Common Stock to be distributed reduced
by an amount equal in value to the amount of such taxes required to be withheld.
The


                                       4


obligation of the Company to make payment of awards in cash or in Common Stock
shall be subject to currency or other restrictions imposed by any government.

     (f) No employee of the Company or a Subsidiary or other person shall have
any claim or right to be granted an award under this Program. Neither this
Program nor any action taken hereunder shall be construed as giving any employee
any right to be retained in the employ of the Company or a Subsidiary, it being
understood that all Company and Subsidiary employees who have or may receive
awards under this Program are employed at the will of the Company or such
Subsidiary and in accord with all statutory provisions.

     (g) Distribution of shares of Common Stock in payment of awards under this
Program may be made either from shares of authorized but unissued Common Stock
reserved for such purpose by the Company's Board of Directors as approved by the
Chairman pursuant to the authority delegated to the him by resolution of the
Board of Directors dated September 21, 1995, or from shares of authorized and
issued Common Stock reacquired by the Company and held in its treasury.

     (h) The costs and expenses of administering this Program shall be borne by
the Company and not charged to any award nor to any employee or Participant
receiving an award. However, the Company may charge the cost of any awards made
to employees of Participating Subsidiaries, including administrative costs and
expenses related thereto, to the respective Participating Subsidiaries by which
such persons are employed.

     (i) This Program shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any award under this Program and payment of
awards shall be subordinate to the claims of the Company's general creditors.

     (j) In addition to terms defined elsewhere herein, the following terms as
used in this Program shall have the following meanings:

         "Act" shall mean the Securities Exchange Act of 1934 as
amended from time to time.

         "Change in Control" shall mean the first to occur of any one
of the events described below:

         (i)   Stock Acquisition. Any "person" (as such term is used in
Sections 13(d) and 14(d)(2) of the Act), other than the Company or a
corporation, a majority of whose outstanding stock entitled to vote is owned,
directly or indirectly, by the Company, or a trustee of an employee benefit
Program sponsored solely by the Company and/or such a corporation, is or
becomes, other than by purchase from the Company or such a corporation, the
"beneficial owner" (as such term is defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company representing 20% or more of
the combined voting power of the Company's then outstanding voting securities.
Such a Change in Control shall be deemed to have occurred on the first to occur
of the date securities are first purchased by a tender or exchange offeror, the
date on


                                       5


which the Company first learns of acquisition of 20% or more of such securities,
or the later of the effective date of an agreement for the merger, consolidation
or other reorganization of the Company or the date of approval thereof by a
majority of the Company's shareholders, as the case may be.

         (ii)  Change in Board. During any period of two consecutive
years, individuals who at the beginning of such period were members of the Board
of Directors cease for any reason to constitute at least a majority of the Board
of Directors, unless the election or nomination for election by the Company's
shareholders of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period. Such a Change in Control shall be deemed to have occurred on the date
upon which the requisite majority of directors fails to be elected by the
shareholders of the Company.

         (iii) Other Events. Any other event or series of events which,
notwithstanding any other provisions of this definition, is determined by a
majority of the outside members of the Board of Directors of the Company serving
in office at the time such event or events occur, to constitute a change in
control of the Company for purposes of this Program. Such a Change in Control
shall be deemed to have occurred on the date of such determination or on such
other date as such majority of outside members of the Board shall specify.

         "Designated Beneficiary" shall mean the person or persons last
designated as such by the Participant on a form filed by him or her with the
Company in accordance with such procedures as the Administrator shall approve,
provided, however, that in the absence of the filing of such a form with the
Company the Designated Beneficiary shall be the person or persons who are the
Participant's beneficiary or beneficiaries of the Company's basic life
insurance.

         "Disability" shall mean permanent and total disability of an employee
participating in the Program as determined by the Administrator in accordance
with uniform principles consistently applied, upon the basis of such evidence as
the Administrator deems necessary and desirable.

         "Fair Market Value" of a share of Common Stock of the Company on any
date set forth herein (or, if such date is not expressly set forth herein, on
such date or dates as may be determined by the Administrator, but not earlier
than five trading days prior to the date for which the determination is being
made,) shall mean an amount equal to the mean of the high and low sales prices
on the New York Stock Exchange, as reported on the composite transaction tape,
or on such other exchange as the Administrator may determine.

         "Fiscal Year" shall mean the twelve-month period used as the annual
accounting period by the Company and shall be designated according to the
calendar year in which such period ends.

         "Participant" shall mean, as to any award granted under this Program
and for so long as such award is outstanding, the employee to whom such award
has been granted.



                                       6


         "Participating Subsidiary" shall mean any Subsidiary designated by the
Administrator to participate in this Program which Subsidiary requests or
accepts, by action of its board of directors or other appropriate authority,
such designation.

         "Retirement" shall mean separating from service with the Company or a
Subsidiary with the right to begin receiving immediate monthly pension benefits
under the Company's Pension Plan for Salaried Employees or under another defined
benefit pension plan sponsored or otherwise maintained by a Subsidiary for its
employees, in either case as then in effect, or, in the absence of the Pension
Plan or such other pension plan being applicable to any Participant, as
determined by the Administrator in his sole discretion.

         "Subsidiary" shall mean any domestic or foreign corporation,
partnership, association, joint stock company, trust or unincorporated
organization affiliated with the Company whether or not controlling, controlled
by or under common control with the Company.

11.  Effective Date, Amendments and Termination

     This Program (formerly known as the 1990 Deferred Stock Plan), as
amended and restated herein, is effective for the Fiscal Year commencing on
October 1, 1996 for awards to be made for or during Fiscal Year 1997 and later
fiscal years, to continue in effect indefinitely until terminated, amended or
suspended. The Administrator may at any time terminate or from time to time
amend or suspend this Program in whole or in part; provided, however, that no
such amendment shall, without the consent of the Participant to whom an award
has already been granted hereunder, operate to annul such award.



                                       7