Exhibit (a)(10.2)
Amendment No. 1 to the
Amended and Restated Trust Agreement
dated 1 August 1999 (the "Trust Agreement")
Covering
Supplementary Savings Plan
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") and upon amendment hereby,
shall thereafter be entitled the Trust Agreement covering Defined Contribution
Plans.
WHEREAS, the Company wishes to cover the Air Products and Chemicals, Inc.
Deferred Compensation 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 eight million eight hundred thousand dollars ($8,800,000) to cover the
$2,300,000 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: Plan and Participants. The term "Plan," as used in the
Trust Agreement, is amended to be "Plans" and 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 members and past members of the Board of
Directors of the Company who are participants in the Director Plan (together
with their respective Designated Beneficiaries, if applicable under the
respective Plan).
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 to 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.
3. Texts of Director Plan and Plan Amendments. The Company has delivered to
the Trustee true and complete copies of the texts of the Director Plan as in
effect during the service of current Participants in such Plan. The Company
shall provide to the Trustee a copy of any amendment to the Director Plan,
promptly following the effective date thereof, together with a certification of
the completeness and accuracy thereof and, following a Change in Control should
the Company fail to do so, the Participant Representatives may supply and
certify such amendments to the Trustee, whereupon the Trustee shall supply a
copy thereof to the Company.
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/ X. X. Xxxxx
-------------------------------
X. X. Xxxxx
Vice President, General Counsel
and Secretary
/s/ K. G. Xxxxxx
---------------------------
Assistant Secretary
PNC BANK, N.A.
Attest: By: /s/ Xxxxx X. XxxXxxx
-------------------------------
Vice President
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/ X. X. Xxxxx
--------------------------------------
X. X. Xxxxx
Participant Representative
/s/ X. X. Xxxxx
--------------------------------------
X. X. Xxxxx
Participant Representative
/s/ X. X. Xxxxxxxx
--------------------------------------
X. X. Xxxxxxxx
Participant Representative
/s/ X. X. XxXxxxxx
--------------------------------------
X. X. XxXxxxxx
Participant Representative
