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EXHIBIT 10.4(g)
AIR PRODUCTS AND CHEMICALS, INC.
SUPPLEMENTARY PENSION PLAN
AND PRIVATE ANNUITY AGREEMENTS
AMENDMENT NO. 3
to the
AMENDED AND RESTATED TRUST AGREEMENT
This Amendment No. 3 is made and entered into as of the 1st day of May,
1995, by and between Air Products and Chemicals, Inc. (the "Company") and PNC
Bank, N.A. (previously Provident National Bank) (the "Trustee"). Capitalized
terms not defined herein are defined in Article V of the Trust Agreement, as
such term is defined below.
WHEREAS, the Company and the Trustee entered into a Trust Agreement dated
December 1, 1987, which agreement was amended as of June 14, 1989; and
WHEREAS, the Company and the Trustee, with the consent of the Participant
Representatives, entered into (a) an Amended and Restated Trust Agreement as of
October 31, 1989 which reflected among other things, the delivery to the
Trustee of a replacement Letter of Credit upon the expiration of the initial
Letter of Credit, (b) Amendment Nos. 1 and 2 to the Amended and Restated Trust
Agreement as of April 25, 1991 and April 30, 1993, respectively, (such Amended
and Restated Trust Agreement as so amended being referred to herein as the
"Trust Agreement"), which Amendments No. 1 and 2 reflected, among other things,
the delivery to the Trustee of amendments to the Letter of Credit extending the
term and changing the amount of the Letter of Credit; and
WHEREAS, in view of the fact that the Letter of Credit will expire on May
18, 1995, the Company and the Trustee have determined to amend again, with the
consent of the Participant Representatives, Subsection 1.01(a) of the Trust
Agreement to reflect the delivery to the Trustee of an amendment to the Letter
of Credit currently held by the Trustee;
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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:
The first paragraph of Section 1.01(a) of the Trust Agreement shall be
amended to read in its entirety as follows:
Initial Establishment of the Trust and Funding of Trust Amount. The
Company has established with the Trustee a trust (the "Trust") consisting
of such sums of money and/or assets as from time to time shall be paid or
delivered to the Trustee (less such amounts distributed from the Trust
pursuant to Sections 2.02, 2.03, 2.05 and 4.02 hereof or otherwise pursuant
to the terms of this Trust Agreement), in whatever form held or invested as
provided herein (the "Trust Fund"). The Company, concurrently with the
establishment of the Trust, delivered to the Trustee to be held in the
Trust $100.00 in cash and a "Letter of Credit", as defined in Article V
hereof, in the amount of twenty-nine million dollars ($29,000,000.00). As
of October 31, 1989, the Company delivered to the Trustee a replacement
Letter of Credit in the amount of thirty-five million dollars
($35,000,000.00). The Company subsequently delivered to the Trustee
amendments dated April 18, 1991 and April 25, 1991 to the Letter of Credit,
which respectively extended the term of the Letter of Credit and decreased
the amount of the Letter of Credit to thirty million dollars
($30,000,000.00). The Company subsequently delivered to the Trustee an
amendment to the Letter of Credit dated April 30, 1993, which among other
things, extended the term of the Letter of Credit and increased the amount
of the Letter of Credit to thirty-four million dollars ($34,000,000.00).
The Company has delivered to the Trustee an amendment to the Letter of
Credit dated May 1, 1995 which, among other things, extends the term of the
Letter of Credit and increases the amount of the Letter of Credit to forty
million dollars ($40,000,000.00) during the extended term thereof (the
"Trust Amount"). It is further contemplated that the Company may deliver
another amendment to the Letter of Credit which would increase the amount
of the Letter of Credit to forty-four million dollars ($44,000,000.00)
during the second year of the extended term thereof (the "Trust Amount" if
and when so increased).
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IN WITNESS WHEREOF, the parties have executed this AMENDMENT NO. 3 TO THE
TRUST AGREEMENT as of the date set forth above.
AIR PRODUCTS AND CHEMICALS, INC.
Attest:
By: /s/ X. X. XxXxxxxx
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X. X. XxXxxxxx
Vice President - Human Resources
/s/ L. G. Long
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Assistant Secretary
PNC BANK, N.A.
Attest:
By: /s/ Xxxxx X. Van Dine
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Xxxxx X. Van Dine
Vice President
/s/ X. X. Xxxxx
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IN WITNESS WHEREOF, the undersigned Participant Representatives, effective
as of the 1st day of May, 1995, have executed this Amendment No. 3 to the
Trust Agreement in evidence of their consent to the amendments made thereto
which are set forth above.
/s/ X. X. Xxxxx
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X. X. Xxxxx
Participant Representative
/s/ X. X. Xxxxxx
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X. X. Xxxxxx
Participant Representative
/s/ X. X. XxXxxxxx
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X. X. XxXxxxxx
Participant Representative
/s/ G. A. White
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G. A. White
Participant Representative
