AIR PRODUCTS & CHEMICALS INC /DE/
.3 AMENDED SUPPLEMENTARY SAVINGS PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhibit10-3.txt
<DESCRIPTION>.3 AMENDED SUPPLEMENTARY SAVINGS PLAN
<TEXT>
                                                                    Exhibit 10.3

















                        AIR PRODUCTS AND CHEMICALS, INC.
                           SUPPLEMENTARY SAVINGS PLAN
              As Amended and Restated Effective as of April 1, 1998

                Reflecting Amendments through September 30, 2002



<PAGE>


                        AIR PRODUCTS AND CHEMICALS, INC.
                           SUPPLEMENTARY SAVINGS PLAN

                                TABLE OF CONTENTS

Article and
Section
Number(s)                           Title                                 Page
-----------                         -----                                 ----

                 Preamble...............................................     1

Article 1        Purpose of the Plan....................................     2
   Section 1.1   Purpose................................................     2

Article 2        Definitions............................................     3
   Section 2.1   Definitions............................................     3
                 (a)  Annual Incentive Plan.............................     3
                 (b)  Annual Salary.....................................     3
                 (c)  Beneficiary.......................................     4
                 (d)  Board ............................................     4
                 (e)  Cash Savings Account..............................     5
                 (f)  Code  ............................................     5
                 (g)  Committee.........................................     5
                 (h)  Common Stock......................................     5
                 (i)  Company...........................................     5
                 (j)  Company Matching Contributions....................     5
                 (k)  Company Stock Account.............................     5
                 (l)  Deferral Election.................................     5
                 (m)  Distribution Event................................     5
                 (n)  Effective Date....................................     6
                 (o)  Elective Deferrals................................     6
                 (p)  Employee..........................................     6
                 (q)  Employee Contributions............................     6
                 (r)  Employer..........................................     6
                 (s)  ERISA ............................................     6
                 (t)  Matching Credits..................................     7
                 (u)  Participant.......................................     7
                 (v)  Plan  ............................................     7
                 (w)  Plan Administrator................................     7
                 (x)  Plan Year.........................................     7
                 (y)  Savings Plan......................................     7
                 (z)  Supplementary Savings Account.....................     8
                 (aa) Tax Limitations...................................     8

   Section 2.2   Gender and Number......................................     8




                                       i
<PAGE>




Article 3        Participation and Deferral Elections...................     9
   Section 3.1   Participation..........................................     9
   Section 3.2   Deferral Elections.....................................    10

Article 4        Accounting and Valuation...............................    12
   Section 4.1   Accounting for Elective Deferrals, Matching Credits,
                  and Earnings..........................................    12
   Section 4.2   Company Stock Account..................................    13
   Section 4.3   Statements to Participants.............................    14

Article 5        Vesting and Distribution...............................    15
   Section 5.1   Vesting................................................    15
   Section 5.2   Eligibility for Distribution...........................    15
           (a)   Distribution Event.....................................    15
           (b)   Death .................................................    15
           (c)   Tax Withholding........................................    15
   Section 5.3   Form of Payment and Commencement
                  Of Distribution to Participants.......................    16
                 (a)  Form and Manner of Payment to a Participant.......    16
                 (b)  Distribution to a Participant.....................    16
                 (c)  Electing and Changing the Form or
                      Time of Commencement..............................    17
                 (d)  Cash Out of Small Accounts........................    18

Article 6        Administration.........................................    19
   Section 6.1   Plan Administration and Interpretation.................    19
   Section 6.2   Claim and Appeal Procedure.............................    19
                 (a)  Claim Procedure...................................    19
                 (b)  Appeal Procedure..................................    20

Article 7        Funding................................................    22
   Section 7.1   Benefits Unfunded......................................    22
   Section 7.2   Non-qualified Plan.....................................    22
   Section 7.3   ERISA..................................................    22

Article 8        Amendment and Termination..............................    24
   Section 8.1   Amendment and Termination..............................    24

Article 9        General Provisions.....................................    25
   Section 9.1   Non-alienation of Benefits.............................    25
   Section 9.2   Contractual Obligations................................    25
   Section 9.3   No Employment Rights...................................    26
   Section 9.4   Minor or Incompetent...................................    26
   Section 9.5   Unclaimed Amounts......................................    26
   Section 9.6   Payee Unknown..........................................    27
   Section 9.7   Illegal or Invalid Provision...........................    27
   Section 9.8   Governing Law and Headings.............................    27
   Section 9.9   Liability Limitation...................................    27
   Section 9.10  Notices................................................    28
   Section 9.11  Entire Agreement.......................................    28
   Section 9.12  Binding Effect.........................................    28


                                       ii
<PAGE>



                        AIR PRODUCTS AND CHEMICALS, INC.
                           SUPPLEMENTARY SAVINGS PLAN
              As Amended and Restated Effective as of April 1, 1998
                Reflecting Amendments through September 30, 2002



                                    Preamble
                                    --------

     WHEREAS, Air Products and Chemicals, Inc. (the "Company") established
effective October 1, 1983, a nonqualified savings plan (the "Plan") for
employees whose participation in the Air Products and Chemicals, Inc. Retirement
Savings and Stock Ownership Plan ("the Savings Plan") is limited (as defined
herein) due to provisions of the Internal Revenue Code (the "Code"), which Plan
was thereafter amended and restated effective as of January 1, 1987 and
October 1, 1989; and

     WHEREAS, the Company now wishes to restate the Plan, effective as of
April 1, 1998, to clarify certain provisions, to add language to make the Plan
conform more closely to the terms of the Savings Plan, to delete outdated
references, and to incorporate amendments made through September 30, 2002;

     NOW, THEREFORE, the Air Products and Chemicals, Inc. Supplementary Savings
Plan is hereby amended and restated effective as of April 1, 1998, as set forth
herein. The rights and benefits, if any, of a former participant shall be
determined in accordance with the provisions of the Plan in effect on the date
of his or her separation from service with the Company and all Employers.



<PAGE>
                                   Article 1

                               Purpose of the Plan

     Section 1.1  Purpose. This Plan is a non-qualified, unfunded employee
     -----------  -------
benefit plan which was established to permit participants in the Savings Plan
whose participation therein is limited by Code Sections 401(a), 415, 402(g) or
401(a)(17), or administrative procedures adopted by the Savings Plan
Administrator to comply with such Code sections, (collectively, the "Tax
Limitations") to obtain certain benefits which would have been available under
the Savings Plan had such Tax Limitations not applied. The Plan thereby
supplements the benefits payable to such participants under the Savings Plan.


                                      - 2 -
<PAGE>
                                   Article 2

                                   Definitions

        Section 2.1. Definitions. Except as specifically provided herein, all
        -----------  -----------
capitalized terms shall have the meaning provided in the Savings Plan. As used
herein, the following terms shall have the following meanings, unless the
context clearly indicates otherwise:

     (a) "Annual Incentive Plan" shall mean the Air Products and Chemicals, Inc.
1997 Annual Incentive Plan adopted by the stockholders, as amended from time to
time.

     (b) "Annual Salary" shall mean the total annual salary of an Employee which
would be payable by the Company or an Employer if the Employee made no Deferral
Election under the Plan or any similar deferral election under the Savings Plan
or other deferred compensation or cafeteria plan, excluding:

          (1) Discretionary bonuses or grants, including, without limitation,
     awards under the Annual Incentive Plan, income howsoever derived from the
     granting of stock options or other stock awards, scholastic aid, or
     payments and awards for suggestions and patentable inventions, other merit
     awards, expense allowances, and noncash compensation (including imputed
     income);

          (2) Matching Credits under this Plan and Company Matching
     Contributions under the Savings Plan; accruals or distributions under the
     Savings Plan and this Plan; and payments, accruals, and distributions under
     any


                                      - 3 -
<PAGE>

     severance or incentive plan or other retirement, pension, or
     profit-sharing plan of the Company or an Employer;

          (3) Overtime payments, shift premium payments, commissions, mileage,
     and payments in lieu of vacation by the Company or an Employer; and

          (4) All supplemental compensation from the Company or an Employer for
     domestic and overseas assignments, including without limitation, premium
     pay, cost of living and relocation allowances, mortgage interest allowances
     and forgiveness, tax-equalization payments, and other emoluments of such
     service.

     (c) "Beneficiary" shall mean the person(s), trust(s), or other recipient(s)
who would be entitled to receive the balance of a Participant's accounts, if
any, under the Savings Plan following the Participant's death unless the
Participant designates in writing, on a form supplied by the Plan Administrator,
different person(s), trust(s), or other recipient(s) to receive the balance of
the Participant's Supplementary Savings Account in the event of such
Participant's death and such designated Beneficiary survives the Participant.
Any such designation may be revoked or changed by the Participant at any time
and from time to time prior to death without the consent of any prior
Beneficiary, except as provided in the next sentence. The designation of a
person other than the Participant's spouse as Beneficiary shall be ineffective
unless made with the consent of the Participant's spouse under the same terms
and conditions which are applicable to such designations of beneficiaries under
the Savings Plan.

     (d) "Board" shall mean the board of directors of the Company or the
Management Development and Compensation Committee of the board of directors of
the Company or another committee thereof duly appointed by such Board to
exercise and carry out the authority and responsibilities of the Board under the
Plan.



                                      - 4 -

<PAGE>

     (e) "Cash Savings Account" shall mean a Participant's sub-account to which
dollar denominated amounts are credited as described in Section 4.1 below.

     (f) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     (g) "Committee" shall mean the Committee designated in accordance with the
provisions of Article 6 hereof to administer the Plan.

     (h) "Common Stock" shall mean common stock of the Company.

     (i) "Company" shall mean Air Products and Chemicals, Inc. and any successor
thereto by merger, purchase, or otherwise.

     (j) "Company Matching Contributions" shall mean Company Matching
Contributions made on behalf of a Participant under, and as defined in, the
Savings Plan.

     (k) "Company Stock Account" shall mean a Participant's sub-account to which
company stock units are credited as described in Section 4.2 below.

     (l) "Deferral Election" shall mean an election made by an Employee
described in Section 3.2.

     (m) "Distribution Event" shall mean an event other than death pursuant to
which a Participant can become entitled to receive a distribution under the
Savings Plan, as determined under Section 2.19 of the Savings Plan or any
successor provision thereto.



                                      - 5 -
<PAGE>

     (n) "Effective Date" shall mean, as to the Company, April 1, 1998; and as
to any other Employer, the later of April 1, 1998 or the date as of which the
Savings Plan initially becomes effective for Employees of the Employer.

     (o) "Elective Deferrals" shall mean the deferrals under the Plan of all or
a portion of each periodic installment of a Participant's Annual Salary pursuant
to the Participant's Deferral Election.

     (p) "Employee" shall mean any person designated by the Plan Administrator
who is in the employ of the Company or an Employer, who is a member of a select
group of management or highly compensated employees of the Company or an
Employer, who participates in or who is eligible to participate in the Savings
Plan, and whose participation in the Savings Plan is limited by the Tax
Limitations. The Plan Administrator will make the determination of who is an
Employee in his sole discretion, and an employee will be notified by the Plan
Administrator of his status as an Employee hereunder. Notwithstanding the above,
on or after August 1, 2001, Employee shall mean any employee of the Company or
an Employer who is a participant in the Annual Incentive Plan.

     (q) "Employee Contributions" shall mean Before-Tax Contributions and
After-Tax Contributions to the Savings Plan.

     (r) "Employer" shall mean each subsidiary of the Company, some or all of
whose employees are participants in the Savings Plan, either collectively, or
separately as to its Employees, as the context requires.

     (s) "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended and in effect from time to time.



                                      - 6 -
<PAGE>

     (t) "Matching Credits" shall mean the amounts credited to a Participant's
Supplementary Savings Account as of the last day of each calendar month pursuant
to Section 4.1(b) representing Company Matching Contributions that would have
been made to the Savings Plan on Participant's behalf if the Participant's
participation in the Savings Plan were not limited.

     (u) "Participant" shall mean an Employee who is either (a) making Elective
Deferrals under the Plan, or (b) is not making Elective Deferrals but has a
balance in his Supplementary Savings Account.

     (v) "Plan" shall mean the Air Products and Chemicals, Inc. Supplementary
Savings Plan, as set forth herein and as amended and in effect from time to time
hereafter.

     (w) "Plan Administrator" shall mean the Director of Compensation and
Benefits of the Company, or any successor to such position and any person to
whom the Plan Administrator delegates any of his responsibilities hereunder with
respect to such delegated responsibilities.

     (x) "Plan Year" shall mean the twelve-month period beginning on October 1
of each calendar year and ending on September 30 of the following calendar year.
A Plan Year shall be designated according to the calendar year in which such
Plan Year ends (e.g., the 1998 Plan Year refers to the Plan Year beginning on
October 1, 1997 and ending on September 30, 1998).

     (y) "Savings Plan" shall mean the Air Products and Chemicals, Inc.
Retirement Savings and Stock Ownership Plan, as in effect on the Effective Date
and as amended and in effect from time to time thereafter.



                                      - 7 -
<PAGE>

     (z) "Supplementary Savings Account" shall mean the account established for
a Participant pursuant to Section 4.1 and maintained under the Plan to record
the Elective Deferrals and Matching Credits, and the change in value thereof,
and distributions therefrom, as provided in Article 4.

     (aa) "Tax Limitations" shall mean Code sections identified in Section 1.1
and the Savings Plan provisions and administrative procedures adopted by the
Plan Administrator to ensure compliance of the Savings Plan with such Code
sections.

      Section 2.2 Gender and Number. Whenever used herein, the masculine
      ----------- -----------------
pronoun shall include the feminine and vice versa. The singular shall include
the plural and the plural shall include the singular whenever used herein,
unless the context requires otherwise.


                                      - 8 -
<PAGE>

                                    Article 3

                      Participation and Deferral Elections
                      ------------------------------------


     Section 3.1  Participation.
     -----------  -------------

     (a) Each person who was a Participant on the day before the Effective Date
shall remain a Participant on and after the Effective Date, until such person
ceases to be a Participant in accordance with paragraph (c) below.

     (b) An Employee who was not a Participant on the day before the Effective
Date shall become a Participant in the Plan as of the first day of the calendar
month after which he becomes an Employee; provided that a Deferral Election is
completed and timely filed prior to that time in accordance with Section 3.2. An
Employee who does not become a Participant when he first becomes an Employee, as
provided in the preceding sentence, can become a Participant as of the first day
of any subsequent calendar month, provided that he is still an Employee and a
Deferral Election is completed and timely filed prior to that time in accordance
with Section 3.2. Notwithstanding the above, on or after August 1, 2001, an
Employee who is not already a Participant shall become a Participant as of the
first pay when he is an Employee that his Employee Contributions are stopped due
to the Tax Limitations, provided that he does not decline participation as
provided in Subsection 3.2(b) below.

     (c) An Employee who becomes a Participant shall continue to be a
Participant until such time as his Supplementary Savings Account has been
completely distributed to him or on his behalf.


                                      - 9 -
<PAGE>

     Section 3.2  Deferral Elections.
     -----------  ------------------

     (a) Prior to August 1, 2001, an Employee may elect to participate in the
Plan by making a Deferral Election in accordance with the following: The
Employee may elect to defer a portion of each periodic installment of his Annual
Salary which has not been earned, which portion may be expressed as a whole
percentage of each such periodic installment or two different percentages of
each such periodic installment applying respectively to Annual Salary over and
under a certain level. The total percentage of Annual Salary deferred under the
Plan may not exceed the difference between Employee Contributions made by the
Participant under the Savings Plan for the Plan Year expressed as a percentage
of the Participant's Annual Salary for the Plan Year, and the deferral
percentage limit which is in effect for "highly compensated employees", as
defined by Code Section 414(q), under the Savings Plan to maintain the Savings
Plan's compliance with the anti-discrimination provisions of Code Section 401(k)
applicable to Before-Tax Contributions, also referred to as the Actual Deferral
Percentage Test.
        A Deferral Election may be made, changed, or terminated with
respect to the first periodic installment of Annual Salary earned in any
calendar month, provided that the Employee notifies the Plan Administrator no
later than the 15th day of the preceding calendar month. Any Deferral Election
which is made, changed, or terminated will apply only with respect to Annual
Salary not yet earned by the Employee. An Employee's Deferral Election remains
in effect until changed or terminated by the Employee or until he no longer is
an Employee. An Employee's Deferral Election shall be made in such form and
manner and at such times as determined by the Committee or the Plan
Administrator.

     (b) After August 1, 2001, unless he or she elects not to make a Deferral
Election, an Employee who cannot make Employee Contributions with respect to a


                                     - 10 -
<PAGE>

periodic installment of his Annual Salary which has not yet been earned due to
Tax Limitations will be deemed to have made a Deferral Election to defer from
such periodic installment of his Annual Salary, an amount equal to a fixed whole
percentage of such periodic installment of Annual Salary, which percentage shall
equal the percentage of Annual Salary the Employee elected to make as Employee
Contributions to the Savings Plan in his most recent Deferral Election under
Section 3.02 of the Savings Plan; provided that such percentage may not exceed
8% prior to January 1, 2002 and 16% thereafter.

          An Employee's Deferral Election which is deemed to be made in
accordance with the preceding paragraph may be changed or terminated with
respect to the first periodic installment of Annual Salary earned in any month
provided that the Employee notifies the Plan Administrator no later than the
15th day of the prior month. An Employee may also elect to decline deferring
Annual Salary. Such an election shall be made in the form or manner determined
by the Plan Administrator.

     (c) Each Employee who becomes a Participant for the first time by making a
Deferral Election in accordance with (a) or (b) above shall provide the Plan
Administrator with a designation as to the form of distribution and time of
distribution from the available options described in Section 5.3. Annual Salary
which is deferred pursuant to a Deferral Election will not be paid at the time
it is earned but will be credited to the Participant's Supplementary Savings
Account as provided in Section 4.1 and may be distributed only in accordance
with Article 5.


                                     - 11 -
<PAGE>
                                    Article 4

                            Accounting and Valuation
                            ------------------------

     Section 4.1  Accounting for Elective Deferrals, Matching Credits, and
     -----------  --------------------------------------------------------
Earnings.
--------

     (a) A Supplementary Savings Account will be established and maintained for
each Participant on the financial books and records of the Company or the
Employer with respect to its Employees who are Participants, as a liability to
the Participant. Each Participant's Supplementary Savings Account shall consist
of two sub-accounts, a Cash Savings Account and a Company Stock Account.

     (b) As of the last day of each calendar month, a Participant's Cash Savings
Account will be credited with the amount of the Participant's Elective Deferrals
for such month. Effective October 1, 1994, a Participant's Cash Savings Account
will be credited as of the last day of the calendar month with a Matching Credit
equal to the Company Matching Contribution that would have been made under the
Savings Plan on account of the Participant's Elective Deferrals for the calendar
month if the Elective Deferrals had been Employee Contributions made under the
Savings Plan. Prior to August 1, 2001, the Matching Credit shall be calculated
as if the Participant had first made all allowable Employee Contributions which
are Matched Contributions under the Savings Plan.

     (c) A Participant's Cash Savings Account will be credited with interest on
the balance quarterly at the Moody's A-rated long-term industrial bond average
rate, unless the Committee determines that a different interest rate shall be
used. In the event a


                                     - 12 -
<PAGE>

different interest rate is determined to be used, which results in a lower
return to the Participant, it shall begin to apply as of a date on or following
the date of such determination.

     Section 4.2  Company Stock Account.
     -----------  ----------------------

     (a) Effective January 1, 2000, while he or she is employed by the Company
or an Employer, a Participant may elect, at the times and in the manner
determined by the Plan Administrator, to have all or a portion of the amount
credited to his or her Cash Savings Account transferred to a Company Stock
Account which is a sub-account deemed to be invested in Common Stock. The
Participant's Company Stock Account shall be credited with that number of whole
units obtained by dividing the amount he or she elects to transfer from his or
her Cash Savings Account by the fair market value of a share of Common Stock on
the date credited (with the units thus calculated herein referred to as "company
stock units"). Any excess shall remain credited to the Participant's Cash
Savings Account. For purposes of the Plan, the fair market value of a share of
Common Stock on any date shall be equal to the closing sales price on the New
York Stock Exchange, as reported on the composite transaction tape, for such
date, or, if no sales were quoted on such date, on the most recent preceding
date on which sales were quoted. Amounts credited to the Company Stock Account
may not be converted back to the Cash Savings Account.

     (b) Following the declaration of a cash dividend on the Common Stock, each
Participant who has a Company Stock Account shall be credited with an amount
equal to the cash dividends ("Dividend Equivalents") which would have been paid
if the company stock units credited to such Account on the record date for such
dividend had been issued and outstanding shares of Common Stock. Such Dividend
Equivalents shall be credited to such Participant's Cash Savings Account
effective no later than the



                                     - 13 -
<PAGE>

last day of the fiscal quarter in which the payment date for such dividend
occurred and shall therein accumulate interest as provided in paragraph 4.1(c)
above.

     (c) Following the declaration of a dividend payable in Common Stock, a
Participant's Company Stock Account shall be credited with additional company
stock units equivalent to the number of shares of Common Stock which would have
been delivered if the company stock units credited to such Account on the record
date for such dividend had been issued and outstanding shares of Common Stock.
Such additional company stock units shall be credited to each Participant's
Company Stock Account effective no later than the last day of the fiscal quarter
in which the payment date for such dividend occurred.

     Section 4.3     Statements to Participants. The Plan Administrator shall
     -----------     --------------------------
maintain such books and records as he deems necessary to administer the Plan and
shall be responsible for determining the balance in the Participants'
Supplementary Savings Accounts from time to time. Participants shall receive a
statement at least once during each Plan Year which shows the balance in their
Supplementary Savings Account.


                                     - 14 -
<PAGE>




                                    Article 5

                            Vesting and Distribution
                            ------------------------

     Section 5.1  Vesting. A Participant's Supplementary Savings Account is
     -----------  -------
 100% vested at all times.

     Section 5.2  Eligibility for Distribution.  No distributions will be
     -----------  ----------------------------
made prior to a Participant's Distribution Event or death.

     (a) Distribution Event. In the event of a Participant's Distribution Event,
         -----------------
his Supplementary Savings Account shall be valued and distributed as provided in
Section 5.3.

     (b) Death. In the event of a Participant's death prior to a Distribution
         -----
Event, his Supplementary Savings Account shall be valued as of the last day of
the Plan Year during which the Participant's death occurs and distributed to the
Participant's Beneficiary as soon as practical thereafter. In the event of a
Participant's death after a Distribution Event, the remaining amount due to the
Participant shall be determined as of the last day of the Plan Year during which
such Participant's death occurs and distributed to the Participant's Beneficiary
as soon as practicable thereafter.

     (c) Tax Withholding. All distributions from the Plan shall be subject to
         ---------------
Federal income and other tax withholding as required by applicable law.



                                     - 15 -
<PAGE>

     Section 5.3  Form of Payment and Commencement of Distribution to
     -----------  -----------------------------------------------------
Participants.
-------------

     (a) Form and Manner of Payment to a Participant. Amounts credited to a
         ------------------------------------------
Participant's Cash Savings Account shall be distributed in cash. Amounts
credited to Participant's Company Stock Account shall be distributed in whole
shares of Common Stock equal to the number of company stock units credited
thereto. Distribution of a Participant's Supplementary Savings Account to the
Participant shall be in such of the following forms of payment as the
Participant shall elect:

          (1) Lump Sum. A single lump sum payment.
              --------

          (2) Installments. Substantially equal annual installments not to
              ------------
     exceed ten (10), commencing in such year following the occurrence of a
     Distribution Event with respect to a Participant as is elected by the
     Participant; provided, however, that no payment shall be made more than ten
     (10) calendar years after such Distribution Event. Installment
     distributions shall be comprised of amounts from a Participant's Cash
     Savings Account and Company Stock Account in the proportion that the value
     of each such Account bears to the total value of the Participant's
     Supplementary Savings Account at the time of the distribution, rounded to
     eliminate fractional shares.

         (b) Distribution to a Participant. Distribution to a Participant will
             ------------ -- - -----------
be made or begin in the January following the occurrence of a Distribution Event
with respect to the Participant, or in January of any subsequent year, in
accordance with the Participant's election as to form and time of payout
pursuant to subsection (c) below, which is


                                     - 16 -
<PAGE>

effective as of the date of the Distribution Event or which becomes effective
prior to the first scheduled payment under the election in effect at the time
of Distribution Event. In the event no effective or potentially effective
election exists as of the January following the occurrence of a Distribution
Event, the Participant's entire Supplementary Savings Account shall be
distributed in a single distribution. A Participant's Supplementary Savings
Account will continue to be adjusted as provided in Article 4 until it is
completely distributed. Except as otherwise provided herein, the amount of any
distribution shall be determined based on the value of the Participant's
Supplementary Savings Account as of the end of the month which precedes the
month in which a distribution is to be made hereunder.

     (c) Electing and Changing the Form or Time of Commencement. A Participant
         ------------------------------------------------------
shall make an election with respect to form and time of payout of his or her
Supplementary Savings Account as described in subsection (a) at the time of his
or her initial Deferral Election which shall be immediately effective. While he
or she is actively employed by the Company or one of its subsidiaries, a
Participant may change his or her election in regard to the form and time of
commencement of distributions from his or her Supplementary Savings Account,
provided that such election is made in a form and manner satisfactory to the
Committee. Such a change in election will be effective on the one-year
anniversary of the date it is received by the Plan Administrator; provided that,
in the event a Distribution Event with respect to such Participant occurs prior
to the date an election becomes effective, the election shall not become
effective if the first scheduled payment under the election in effect at the
time of the Distribution Event is due prior to such one-year anniversary.
Notwithstanding the preceding sentence, the initial change in election made by a
Participant during fiscal year 1998 and on or after April 1, 1998, if any, shall
be effective immediately. A change in election, when effective, shall supersede
all prior elections and shall apply to the



                                     - 17-
<PAGE>

Participant's entire Supplementary Savings Account, including all prior and
future amounts credited thereto, until a later election becomes effective.

     (d) Cash Out of Small Accounts. Notwithstanding the above, if the value of
         --------------------------
a Participant's Supplementary Savings Account is $5000 or less as of the last
day of the calendar year in which a Distribution Event occurs with respect to
such Participant, his or her Supplementary Savings Account shall be distributed
in its entirety in the January following the occurrence of such Distribution
Event.


                                     - 18 -
<PAGE>

                                    Article 6

                                 Administration
                                 --------------

     Section 6.1  Plan Administration and Interpretation. The Plan shall be
     -----------  --------------------------------------
administered by the Company's Employee Benefit Plan Committee or such other
committee as is designated by the Board to administer the Savings Plan (referred
to as the "Committee"). The Committee shall have full power and authority to
administer the Plan and interpret the provisions of the Plan in a manner
consistent with the interpretations of similar provisions in the Savings Plan as
the context reasonably permits. The Committee's powers shall include, by way of
illustration and not limitation, the discretionary authority and power to
construe and interpret the Plan provisions, decide all questions of eligibility
for benefits, and determine the amount, time, and manner of payments of any
benefits and to authorize the payment of benefits hereunder, to the extent such
powers have not been given to the Plan Administrator pursuant to Section 6.2
below or otherwise. The Committee may delegate, or appoint one or more
individuals or committees to assist it in carrying out, its duties and
responsibilities under the Plan and may adopt rules and regulations for the
administration of the Plan and alter, amend, or revoke any rules or regulations
so adopted. The decisions of the Committee or its delegates shall be final and
binding on the Company, the Employers, the Employees, Participants, and
Beneficiaries.

     Section 6.2  Claim and Appeal Procedure.
     -----------  --------------------------

     (a) Claim Procedure. In the event of a claim by a Participant or a
         ---------------
Participant's Beneficiary for or in respect of any benefit under the Plan or the
method of payment thereof, such Participant or Beneficiary shall present the
reason for his claim


                                     - 19 -
<PAGE>

in writing to the Plan Administrator. The Plan Administrator shall, within
ninety (90) days after the receipt of such written claim, send written
notification to the Participant or Beneficiary as to its disposition, unless
special circumstances require an extension of time for processing the claim.
If such an extension of time for processing is required, written notice of the
extension shall be furnished to the claimant prior to the termination of the
initial ninety (90) day period. In no event, however, shall such extension
exceed a period of ninety (90) days from the end of such initial period.
The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Plan Administrator expects to
render the final decision.

         In the event the claim is wholly or partially denied, the Plan
Administrator's written notification shall state the specific reason or reasons
for the denial, include specific references to pertinent Plan provisions on
which the denial is based, provide an explanation of any additional material or
information necessary for the Participant or Beneficiary to perfect the claim
and a statement of why such material or information is necessary, and set forth
the procedure by which the Participant or Beneficiary may appeal the denial of
the claim. If the claim has not been granted and notice is not furnished within
the time period specified in the preceding paragraph, the claim shall be deemed
denied for the purpose of proceeding to appeal in accordance with subsection (b)
below.

     (b) Appeal Procedure. In the event a Participant or Beneficiary wishes to
         ----------------
appeal the denial of his claim, he may request a review of such denial by making
written application to the Committee within sixty (60) days after receipt of the
written notice of denial (or the date on which such claim is deemed denied if
written notice is not received within the applicable time period specified in
subsection (a) above). Such Participant or Beneficiary (or his duly authorized
representative) may, upon written


                                     - 20 -
<PAGE>

request to the Committee, review documents which are pertinent to such claim,
and submit in writing issues and comments in support of his position. Within
sixty (60) days after receipt of the written appeal (unless an extension of time
is necessary due to special circumstances or is agreed to by the parties, but in
no event more than one hundred and twenty (120) days after such receipt), the
Committee shall notify the Participant or Beneficiary of its final decision. If
an extension of time for review is required because of special circumstances,
written notice of the extension shall be furnished to the claimant prior to the
commencement of the extension. The final decision shall be in writing and shall
include: (i) specific reasons for the decision, written in a manner calculated
to be understood by the claimant, and (ii) specific references to the pertinent
Plan provisions on which the decision is based.



                                     - 21 -
<PAGE>

                                    Article 7

                                     Funding
                                     -------

     Section 7.1  Benefits Unfunded. The Plan shall be unfunded. Neither the
     -----------  -----------------
Company, an Employer, the Board, nor the Committee shall be required by the
terms of the Plan to segregate any assets in connection with the Plan. Neither
the Company, an Employer, the Board, nor the Committee shall be deemed to be a
trustee of any amounts to be paid under the Plan. Any liability to any person
with respect to benefits payable under the Plan shall be only a claim against
the general assets of the Company or the Employer, whichever maintains the
Participant's Supplementary Savings Account. No such liability shall be deemed
to be secured by any pledge or any other encumbrance on any specific property of
the Company or an Employer.

     Section 7.2  Non-qualified Plan. The Plan will not be qualified under the
     -----------  ------------------
Code, and the Company and the Employers shall not be required to qualify the
Plan.

     Section 7.3 ERISA. The Plan is intended to constitute an unfunded plan
     ----------- -----
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees of the Company and
the other Employers which qualifies for the exclusions from Title I of ERISA
provided for in Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. In the event
that any regulatory or other body or court should determine that the Plan does
not qualify for any such exclusion, then the Company may retroactively revise
the eligibility criteria under the Plan so that it may qualify for the exclusion
or take such other action it deems appropriate, and the Company and the
Employers shall have no liability to those individuals who had been eligible for
benefits under the Plan prior to such revision or



                                     - 22 -
<PAGE>

action in excess of any amount credited to the individual's Supplementary
Savings Account as of the effective date of any such action.



                                     - 23 -
<PAGE>

                                    Article 8

                            Amendment and Termination
                            -------------------------

     Section 8.1  Amendment and Termination. While the Company intends to
     -----------  -------------------------
maintain the Plan, the Company specifically reserves the right in the sole and
unfettered discretion of the Board (or the Committee consistent with the
Committee's authority therefor under the Savings Plan or delegations from the
Board), at any time, to amend in whole or part any or all of the provisions of
the Plan and to suspend and/or terminate the Plan for whatever reason it may
deem appropriate; provided, however, that no such amendment, suspension, or
termination shall reduce the benefits payable to or accrued by a Participant as
of the date of such amendment, suspension, or termination, or eliminate the
requirement to credit interest or Dividend Equivalents on the Participant's Cash
Savings Account or Company Stock Account, respectively, except as provided in
Section 7.3. If the Plan is terminated, all Deferral Elections shall terminate
automatically and all benefits previously accrued shall be payable at such times
as otherwise provided herein.


                                     - 24 -
<PAGE>




                                    Article 9

                               General Provisions
                               ------------------

     Section 9.1  Non-alienation of Benefits. Except as may be required by law,
     -----------  --------------------------
no benefit payable under the Plan is subject in any manner to anticipation,
alienation, sale, transfer, assignment, garnishment, pledge, encumbrance, or
charge whether voluntary or involuntary, including in respect of liability of a
Participant or Beneficiary for alimony or other payments for the support of a
spouse, former spouse, child, or other dependent, prior to actually being
received by the Participant or Beneficiary under the Plan, and any attempt to
anticipate, alienate, sell, transfer, assign, garnish, pledge, encumber, or
charge the same shall be void. No such benefits will in any manner be liable for
or subject to the debts, contracts, liabilities, engagements, or torts of any
Participant or Beneficiary. If any Participant or Beneficiary is adjudicated
bankrupt or attempts or purports to anticipate, alienate, sell, transfer,
assign, garnish, pledge, encumber, or charge any benefit or payment under the
Plan voluntarily or involuntarily, the Committee, in its sole discretion, shall
have the authority to cause the same or any part thereof then payable to be held
or applied to or for the benefit of such Participant, Beneficiary, spouse,
children, or other dependents, or any of them, in such manner and in such
proportion as the Committee shall determine.

     Section 9.2  Contractual Obligations. Notwithstanding Section 7.1 hereof,
     -----------  -----------------------
the Company and each Employer hereby makes a contractual commitment to pay the
benefits theretofore accrued in respect of each Participant who is an Employee
or former Employee of the Company or such Employer, respectively, under the Plan
at such times as such benefits are payable under the terms of the Plan. However,
neither the Company nor any Employer nor the Plan gives the Participant or any
Beneficiary



                                     - 25 -
<PAGE>

any beneficial ownership interest in any assets of the Company or any Employer.
A Participant's rights under the Plan are limited to the right to receive a
distribution of the value of his Supplementary Savings Account in accordance
with Article 5, which right is that of an unsecured general creditor of the
Company or the Employer, as applicable.

     Section 9.3  No Employment Rights. Nothing contained in the Plan shall be
     -----------  --------------------
construed as a contract of employment between the Company or an Employer and any
Employee, or as a guarantee or right of any Employee to future or continued
employment with the Company or an Employer, or as a limitation on the right of
the Company or an Employer to discharge any of its Employees with or without
cause. Specifically, designation as an Employee does not create any rights, and
no rights are created under the Plan, with respect to continued or future
employment or conditions of employment.

     Section 9.4  Minor or Incompetent. If the Committee determines that any
     -----------  --------------------
Participant or Beneficiary entitled to payments under the Plan is a minor or
incompetent by reason of physical or mental disability, it may, in its sole
discretion, cause all payments thereafter becoming due to such person to be made
to any other person for his benefit, without responsibility to follow
application of amounts so paid. Payments made pursuant to this provision shall
completely discharge the Company, the Employers, the Plan, the Board, and the
Committee from all further obligation with respect to benefits under the Plan.

     Section 9.5  Unclaimed Amounts. If any distribution to be made hereunder
     -----------  -----------------
remains unclaimed for a period of two (2) years, no further interest shall
accrue to or for the account of a Participant or Beneficiary on the amount of
such distribution.



                                     - 26 -
<PAGE>

     Section 9.6  Payee Unknown. If the Committee has any doubt as to the proper
     -----------  -------------
Beneficiary to receive payments hereunder, the Committee shall have the right to
withhold such payments until the matter is finally adjudicated. However, any
payment made in good faith shall fully discharge the Committee, the Company, the
Employers, and the Board from all further obligations with respect to that
payment.

     Section 9.7  Illegal or Invalid Provision. In case any provision of the
     -----------  ----------------------------
Plan shall be held illegal or invalid for any reason, such illegal or invalid
provision shall not affect the remaining parts of the Plan, but the Plan shall
be construed and enforced without regard to such illegal or invalid provision.

     Section 9.8  Governing Law and Headings. The provisions of the Plan shall
     -----------  --------------------------
be construed, administered, and governed in accordance with the laws of the
Commonwealth of Pennsylvania, including its statute of limitations provisions,
to the extent such laws are not preempted by ERISA or other applicable Federal
law. Titles of Articles and Sections of the Plan are for convenience of
reference only and are not to be taken into account when construing and
interpreting the provisions of the Plan.

     Section 9.9  Liability Limitation. No liability shall attach to or be
     -----------  --------------------
incurred by any member of the Committee or any other officer or director of the
Company or an Employer under or by reason of the terms, conditions, and
provisions contained in the Plan, or for the acts or decisions taken or made
thereunder or in connection therewith; and as a condition precedent to the
receipt of benefits hereunder, such liability, if any, is expressly waived and
released by the Participant and by any and all persons claiming under or through
the Participant or any other person. Such waiver and release shall be
conclusively evidenced by any act of participation in or the acceptance of
benefits under the Plan.



                                     - 27 -
<PAGE>

     Section 9.10  Notices. Any notice to the Committee, the Company, or an
     ------------  -------
Employer which shall be or may be given under the Plan shall be in writing and
shall be sent by registered or certified mail to the Plan Administrator. Notice
to a Participant shall be sent to the address shown on the Company's or the
Employer's records. Any party may, from time to time, change the address to
which notices shall be mailed by giving written notice of such new address.

     Section 9.11  Entire Agreement. Except as may be provided in an individual
     ------------  ----------------
severance agreement between the Company or other Employer and a Participant,
this Plan document shall constitute the entire agreement between the Company or
other Employer and the Participant with respect to the benefits promised
hereunder and no other agreements, representations, oral or otherwise, express
or implied, with respect to such benefits shall be binding on the Company or
other Employer.

     Section 9.12 Binding Effect. All obligations for amounts not yet paid under
     ------------ --------------
the Plan shall survive any merger, consolidation, or sale of substantially all
of the Company's or an Employer's assets to any entity, and be the liability of
the successor to the merger or consolidation or purchaser of assets.



                                     - 28 -

</TEXT>
</DOCUMENT>
