AALHI Summary Plan Description



SUMMARY PLAN DESCRIPTION

AMERICAN AIR LIQUIDE HOLDINGS, INC.

RETIREMENT PLAN

January 1, 2005

AMERICAN AIR LIQUIDE HOLDINGS, INC.

RETIREMENT PLAN

SUMMARY PLAN DESCRIPTION

TABLE OF CONTENTS

Section Page

1. INTRODUCTION 2

2. DEFINITIONS 2

3. ACQUISTION AND MERGER OF ALIG SERVICES

PENSION PLAN (FORMERLY MG PENSION PLAN) 5

4. FREEZE ON BENEFITS AND PARTICIPATION 7

5. BECOMING A MEMBER 8

6. HOW SERVICE IS CALCULATED 9

7. WHEN WILL YOU BE VESTED? 10

8. WHEN CAN YOU RETIRE? 10

9. HOW BENEFITS ARE CALCULATED 11

10. DISABILITY BENEFITS 13

11. WHAT IF YOU LEAVE BEFORE REACHING AGE 55? 14

12. DEATH BENEFITS 15

13. HOW WE FIGURE YOUR SOCIAL SECURITY BENEFITS 16

14. YOUR CHOICES ABOUT HOW YOU GET PAID 17

15. TRANSFERS AND CHANGES IN UNION STATUS 19

16. HOW TO FILE AND APPEAL A CLAIM 20

17. QUALIFIED DOMESTIC RELATIONS ORDERS 21

18. GENERAL INFORMATION 21

AMERICAN AIR LIQUIDE HOLDINGS, INC.

RETIREMENT PLAN (the “Plan”)

SECTION 1

INTRODUCTION

Initially, the Plan was adopted by the Air Liquide America Corporation on January 1, 1994, as a result of the merger of the Liquid Air Corporation Retirement Plan and the Big Three Industries, Inc. Pension Plan. The Plan was amended and restated on January 1, 2001 to comply with changes in federal laws affecting pension plans. The Plan was renamed the American Air Liquide Holdings, Inc. Retirement Plan on February 9, 2005, pursuant to a corporate reorganization of the American Air Liquide Group of Corporations. Major changes in the design of the Plan were adopted effective December 31, 2004. These changes are described in more detail in Section 3 (“Acquisition and Merger of MG Pension Plan”) and Section 4 (“Freeze on Benefits and Participation”).

The purpose of the Plan is to provide eligible employees with retirement income benefits that, combined with Social Security benefits, will provide income during retirement.

Benefits based on service with the Liquid Air Corporation or Big Three Industries, Inc. before 1994 are provided by this Plan. Benefits for service with companies acquired by or associated with the Liquid Air Corporation or Big Three Industries, Inc. may also be provided by this Plan. Benefits for service with Messer Griesheim Industries, Inc. may be provided under this Plan as a result of the ALIG/MG Pension Plan merger. A partial list of companies affiliated with this Plan is included in the Appendix.

This booklet is a summary of the Plan. It is provided so you will know what you can expect from the Plan. It is ONLY a summary. The actual Plan Document will determine your rights to any benefits under the Plan. The complete Plan document is available to you through the Human Resources Department. If you have any questions about the Plan, please contact the Human Resources Department. (See page 25).

SECTION 2

DEFINITIONS

We have included the following definitions to help you understand this summary plan description. These definitions are simplified versions of the definitions in the Plan Document. If you wish more detail, please ask the Human Resources Department for a copy of the Plan Document. The terms of the Plan Document will govern if there is any difference between this summary plan description and the Plan Document.

Active Participant:

Any Participant under this Plan who is eligible to accrue benefits after December 31, 2004, the Freeze Date, and who remains eligible to accrue benefits due to his or her continuous

employment with The Company. (See Section 4, “Freeze on Benefits and Participation” for more information).

Benefit Service:

The period of your employment with the Company or any Participating Company which is used to determine the amount of benefits you may receive from the Plan. After December 31, 2004, you must be an Active Participant to earn Benefit Service. (See Section 6 for more information on how we determine your Benefit Service).

Company:

American Air Liquide Holdings, Inc.

Early Retirement Date:

Any date between age 55 and your Normal Retirement Date, on which you retire and begin collecting pension benefits under this Plan. You must have at least 5 years of Vesting Service to retire.

Early Retirement Income:

The amount of the pension benefit you would receive at your Early Retirement Date. (See Section 9 for more information.)

Employee Benefits Committee:

The Committee in charge of administering this Plan and ruling on benefit claims under this Plan.

ERISA:

The Employee Retirement Income Security Act of 1974. (See Section 18 for information about your rights under ERISA.)

ESP:

The Enhanced Savings Plan component of the American Air Liquide Holdings, Inc. Savings Plan, adopted effective January 1, 2005.

Final Average Earnings:

The highest average earnings over any 60 consecutive month period during your last ten years of employment with a Participating Company. If you have not been an Active Participant of this Plan after December 31, 2004, your earnings after that date will be excluded from the calculation of your Final Average Earnings. Any earnings you may have after December 31, 2004 will be excluded from consideration unless you were an Active Participant when you received them. (See Section 9 for more information.)

Freeze Date:

December 31, 2004, the date on which benefits were frozen for certain Participants of this Plan. (See Section 4, “Freeze on Benefits and Participation” for further information).

Human Resources Department:

The Human Resources Department of American Air Liquide Holdings, Inc

Lump Sum:

A single payment which represents the entire value of any benefits you may be owed under this Plan (See Section 14 for more information.)

MG Pension Plan:

The former Messer Griesheim Industries, Inc. Pension Plan, renamed the ALIG Services LLC Pension Plan after the acquisition of Messer Griesheim Industries, Inc. on August 5, 2004. The ALIG/MG Pension Plan was merged into this Plan on December 31, 2004. (See Section 3, “Acquisition and Merger of MG Pension Plan” for more information).

Normal Retirement Date:

The first day of the month after you reach age 65, or, the fifth anniversary of the date you became a Participant of the Plan, if later.

Normal Retirement Income:

The amount of the pension benefit you would receive if you retired on your Normal Retirement Date. (See Section 9 for more information.)

Participant:

Any employee of a Participating Company who becomes covered by this Plan. (See Section 5 for more information.)

Participating Company:

Any company which is a member of the Air Liquide Group and which has adopted this Plan with the written permission of the Board of Directors of the American Air Liquide Holdings, Inc. (A partial list of Participating Companies may be found in the Appendix; for a complete list, please contact the Human Resources Department.)

Plan:

The American Air Liquide Holdings, Inc. Retirement Plan. The Plan is also sometimes referred to as the ALA Retirement Plan to avoid confusion when other plans are discussed.

Plan Administrator:

The Employee Benefits Committee.

Plan Document:

The written document which sets forth the terms and conditions of the Plan and which has been officially adopted by the Board of Directors of American Air Liquide Holdings, Inc. You may obtain a copy of the Plan Document from the Plan Administrator (see page 33 for information about how to contact the Plan Administrator). If there is any conflict between this

Summary Plan Description and the Plan Document, the conflict will be resolved by following the terms of the Plan Document.

Qualified Domestic Relations Order:

Any domestic relations order governing actual or potential payments of benefits from this Plan to anyone other than the Participant, approved by a state court, submitted to the Plan Administrator, and determined by the Plan Administrator to be qualified under the provisions of 414(p) of the Internal Revenue Code. Also referred to as a QDRO. (See Section 17 for more information).

Social Security Benefit:

The estimated amount you would receive under the US Social Security Act at your Normal Retirement Date (or your actual retirement date, if later) based on certain assumptions contained in the Plan Document. Any benefits you could receive under the Canadian Pension Plan or the Quebec Pension Plan are also considered as part of your Social Security Benefit. (Please see the Plan Document if you want to know more details about how this will be calculated.)

Vesting Service:

The period of your employment used to determine your eligibility for benefits under this Plan. (See Section 7 for more information.)

SECTION 3

ACQUISITION AND MERGER OF ALIG SERVICES PENSION PLAN

(FORMERLY MG PENSION PLAN)

On August 5, 2004, ALIG Services LLC, an affiliate of the Company, acquired the operations and employees of Messer Griesheim Industries, Inc. (“MG”). As part of this event, the MG Pension Plan was taken over by ALIG Services LLC and renamed the ALIG Services LLC Pension Plan (“ALIG/MG Plan”). All benefits accrued under the ALIG/MG Plan were frozen as of December 31, 2004.

On January 1, 2005, the ALIG/MG Plan was merged into the American Air Liquide Holdings, Inc. Retirement Plan (“ALA Retirement Plan”). Upon the merger, certain special provisions went into effect for former MG employees who were participants of the ALIG/MG Plan. Unless you are a former ALIG/MG employee, you are NOT affected by this, and may wish to skip this section. The discussion below assumes you were once a member of the ALIG/MG Pension Plan.

1. All benefit rights you had under the ALIG/MG Pension Plan, were transferred to the ALA Retirement Plan on January 1, 2005 and fully protected as required by law. This includes benefits for ALIG/MG retirees and terminated employees with vested benefits.

2. If you became an Active Participant in the ALA Retirement Plan on January 1, 2005, then you received Benefit Service under the ALA Retirement Plan for your Benefit Service under the ALIG/MG Pension Plan.

3. If you became an Active Participant in the ALA Retirement Plan on January 1, 2005, then you are entitled to the greater of the benefit you earned under the ALIG/MG Pension Plan to December 31, 2004, or the benefit you earn under the ALA Retirement Plan to your date of termination of employment.

4. As a former member of the ALIG/MG Pension Plan if you retire prior to age 62, you are entitled to elect a special type of benefit payment called the “social security level income option”. This form of payment provides for higher payments than otherwise from retirement until age 65, with benefits being reduced after age 65 to coordinate with the beginning of your social security benefits. This optional form of payment is available ONLY to former ALIG/MG Plan Participants. (Additional information about this form of benefit payment is included in Appendix H of the Plan Document, which you may obtain by contacting the Plan Administrator.)

5. If you choose to retire early, special Early Retirement reduction factors are applicable to the benefit you earned under the ALIG/MG Plan prior to its merger with the ALA Retirement Plan (the “frozen ALIG/MG benefit”). Your frozen ALIG/MG benefit will be reduced by one-half of one percent (.5%) for each month before age 65. However, if you are age 62 or older, and have completed 30 years of Vesting Service when you begin benefit payments, your frozen ALIG/MG benefit will be reduced by one-sixth of one percent (.16%) for each month before age 65.

Example: Maria has a frozen ALIG benefit of $1,000 a month, payable at age 65. She retires at age 60. Her benefit payment will be reduced by 30%, which equals ½ % times the 60 months by which her actual retirement precedes age 65. Maria’s early retirement benefit is $700 a month, which equals $1,000 times 70% (= 100% - 30%).

Example: Darryl has a frozen ALIG benefit of $1,200 a month. He retires at age 62, and has 30 years of Vesting Service. His benefit payment will be reduced by 6%, which equals 1/6% times 36 months. Darryl’s early retirement benefit is $1,128 = $1,200 times 94% (=100% - 6%).

6. You will receive credit under the ALA Retirement Plan for the Vesting Service you earned under the ALIG/MG Plan. You will also receive Vesting Service for your employment with the Company or any member of the American Air Liquide Holdings, Inc. controlled group, regardless of whether or not you are an Active Participant of the ALA Retirement Plan. Once you have earned 5 years of Vesting Service, then your frozen ALIG benefit will become fully vested.

7. In order to become an Active Participant in the ALA Retirement Plan on January 1, 2005, you had to satisfy all of the following conditions:

a) you must have been age 40 or older on December 31, 2004 (the ”Freeze Date”);

b) you must have become an employee of ALIG/MG Services LLC prior to October 17, 2004, and continued in employment until January 1, 2005; and,

c) you must NOT have elected to participate in the Enhanced Savings Plan (“ESP”).

8. Certain transitional employees of American Air Liquide Holdings, Inc., who were prior ALIG/MG employees, were automatically included as Active Participants in the ALA Retirement Plan, effective January 1, 2005. Their names are listed in Appendix I of the ALA Retirement Plan Document, which may be obtained from the Plan Administrator.

SECTION 4

FREEZE ON BENEFITS AND PARTICIPATION

Effective December 31, 2004, the ALA Retirement Plan was extensively redesigned to better meet the needs of the Company and its employees. At that time, accrued benefits were frozen for certain participants, and future Plan membership was limited to those employees who were already members of the Plan, or who became Active Participants on January 1, 2005 through the merger of the ALIG/MG Plan into the ALA Retirement Plan (see Section 3).

In order to earn any benefits under the Plan after December 31, 2004 (the “Freeze Date”), you must have met all of the following conditions:

1. you must have been age 40 or older on the Freeze Date;

2. you must have been continuously employed with the Company (or an affiliate of the Company) since October 16, 2004;

3. you must have been a participant of the ALA Retirement Plan or the ALIG/MG Plan as of the Freeze Date; and,

4. you must not have elected to participate in the Enhanced Savings Plan (“ESP”).

Unless you met all four of these requirements, any benefit you may have earned under this Plan was frozen as of December 31, 2004, based on your Benefit Service and earnings history to the Freeze Date, and no service or compensation you may have earned after the Freeze Date will be used to determine benefits due you under this Plan.

If you did meet all four of these requirements, you became an Active Participant of the Plan on January 1, 2005, and were eligible to continue to earn benefits based on your compensation and employment after that date. You will remain an Active Participant only as long as you remain an employee of the Company or a Participating Company. Once you terminate employment, transfer to employment with a non-participating company or become covered by a Collective Bargaining Agreement that does not provide for coverage under the Plan, you will stop being an Active Participant, and can never become an Active Participant again. Even if you are rehired, you will not be allowed to resume active participation in this Plan.

Example # 1: Karen was hired by the Company on January 15, 1998, and was a member of the ALA Retirement Plan on December 31, 2004. She was age 37 at that time. She had earned a benefit of $730 a month as of the Freeze Date. On December 31, 2004, Karen’s benefit was frozen, she became covered by the ESP and ceased to be an Active Participant of this Plan. Her benefit of $730 a month will be available to her after retirement or termination of employment, under the usual terms of the Plan, but Karen will not be allowed to earn any more benefits in the future.

Example # 2: Jose was hired by the Company on April 30, 2002, and was a member of the Plan on the Freeze Date. He was age 50 at that time, and had earned a benefit of $600 a month. Jose elected to be covered by the ESP, and his benefit was frozen on December 31, 2004. Even though Jose was over age 40, because he elected to be covered by the ESP, he ceased to be an Active Participant of this Plan as of the Freeze Date, and will not be allowed to rejoin this Plan in the future.

Example # 3: George was hired by the Company on July 27, 1989, and was employed continuously since then. George was a member of the ALA Retirement Plan on the Freeze Date. He was age 48, and he did not elect to be covered by the ESP. Since George satisfied all four conditions on December 31, 2004, he remained an Active Participant in the ALA Retirement Plan. His benefit was not frozen and he continued to earn Benefit Service after the Freeze Date. On May 15, 2009, George terminated his employment with the Company. His benefit under the Plan was frozen at that time, based on his Benefit Service and earnings history to May 15, 2009.

Suppose George is rehired on February 14, 2010. He will not be eligible to resume active participation in the ALA Retirement Plan, and his benefit amount will remain frozen.

Regardless of whether or not you became an Active Participant in this Plan on January 1, 2005, you will still earn Vesting Service for your employment with the Company after the Freeze Date.

SECTION 5

BECOMING A MEMBER

You automatically became a Participant of this Plan, on January 1, 2005 if you were a Participant of ALIG/MG Plan or ALA Retirement Plan as of December 31, 2004, and you satisfied all four conditions listed in Section 4. That is because this Plan is a continuation of those two plans.

If you are hired or rehired after October 16, 2004, you will NOT be allowed to become an Active Participant of this Plan.

If you are covered by a collective bargaining agreement, you will NOT be covered by this Plan unless that agreement provides otherwise.

Your participation in this Plan as an active employee will end when you terminate employment, retire, transfer to a non-participating company, become covered by a collective bargaining agreement or die. Even if you are rehired, you will NOT be allowed to resume active participation in this Plan, unless you were rehired before October 17, 2004.

If you were under age 40 on December 31, 2004, or you had less than one year of employment as of December 1, 2004 or you elected to be covered by the Enhanced Savings Plan, you will not be an Active Participant of this Plan after December 31, 2004.

No eligible employee can refuse to participate in the Plan.

SECTION 6

HOW SERVICE IS CALCULATED

There are two types of service that are used by this Plan: Benefit Service and Vesting Service. Vesting Service is used to determine your eligibility for benefits. Benefit Service is used to determine the amount of your benefit (if any).

In general you will receive credit for all your service beginning on your date of employment and ending on your date of termination. This credit counts toward both Benefit Service and Vesting Service.

There are exceptions to this rule, however. You will NOT earn Benefit Service while you are working for a company that has not adopted this Plan. You will NOT receive any Benefit Service for work performed for a company before the date it adopted this Plan, unless it has been authorized by the Board of Directors of the Company. (A partial list of such companies and dates is included in the Appendix.) You will NOT earn Benefit Service if you are covered by a collective bargaining agreement, unless it specifically allows for coverage under this Plan. Finally, you will NOT earn any Benefit Service after December 31, 2004, unless you are an Active Participant.

You will lose your Benefit Service if you terminate employment before you are vested and you are gone longer than 5 years. You will also lose your Benefit Service if you receive a Lump Sum payment covering that service, unless you repay it within 5 years of your re-employment.

There are exceptions to the rule when counting your Vesting Service too. If you are absent from employment for less than 12 consecutive months, that period will count towards Vesting Service even though you are gone.

You will lose your Vesting Service if you terminate employment before you are vested and you are gone longer than 5 years.

The rules for counting Benefit Service and Vesting Service are very complicated. The complete Plan Document explains those rules in detail. If you want more information on those rules, please ask the Human Resources Department for a copy of the Plan.

You should also see Section 10, "Disability Benefits," and Section 15, "Transfers and Changes in Union Status," because these sections discuss special rules concerning Benefit and Vesting Service.

SECTION 7

WHEN WILL YOU BE VESTED?

Being "vested" means that you will get some kind of benefit from the Plan. The only exception is if you die, and you are not married or have been married for less than a year.

You will become vested once you have 5 years of Vesting Service under the Plan. Section 6 explains how Vesting Service is counted.

You will also become vested when you reach your Normal Retirement Date.

Once you are vested, you will get some benefit from the Plan, regardless of whether you retire, terminate employment, or become disabled. If you have been married for at least one year and you die, your spouse will be eligible for a benefit.

SECTION 8

WHEN CAN YOU RETIRE?

You can retire at your Normal Retirement Date, your Early Retirement Date or any delayed retirement date.

Your Normal Retirement Date is the first of the month following your 65th birthday, unless you were age 60 or older when hired. In that case, your Normal Retirement Date will be the first of the month following the 5th anniversary of the date you became a Participant.

You can retire early once you have turned age 55 and have completed 5 years of Vesting Service. Your Early Retirement Date must be the first day of a month. If you retire early, your retirement benefit will be reduced because it will be paid for a longer period than if you had waited until your Normal Retirement Date. Section 9 "How Benefits are Calculated" explains how that will be determined. If you have a benefit earned under the ALIG/MG Pension Plan, Section 3 discusses how your early retirement benefit will be calculated.

If you continue to work past your Normal Retirement Date, you can retire on the first of any month. Your compensation and your Benefit Service performed after your Normal Retirement Date will count towards calculating your retirement benefit, as long as you are an Active Participant of the Plan.

SECTION 9

HOW BENEFITS ARE CALCULATED

The Basic Formula:

Your Normal Retirement Income will be equal to:

50% of your Final Average Earnings

minus

50% of your Social Security Benefit,

times

Your Benefit Service divided by 30.

(No more than 30 years of Benefit Service will be counted.)

This is the Basic Formula for calculating the benefit payable to you as long as you live, beginning at age 65.

How We Determine Earnings:

Your Final Average Earnings are the highest average monthly earnings for any 60 consecutive month period in the last 10 years of your employment as an Active Participant. Any earnings you may have after you are no longer an Active Participant in this Plan will NOT be considered in calculating your pension benefit.

Prior to January 1, 1999, “earnings” included base salary, shift differentials, overtime pay, commissions, bonuses, and for drivers of company trucks, mileage, delivery and trip termination pay. Earnings did NOT include relocation pay, expense reimbursements, severance pay, car allowances, taxable income related to use of a company-owned vehicle, Employer contributions to the company's Cafeteria Plan or other employee benefit program, or taxable income related to company paid life insurance.

From January 1, 1999 through March 7, 2002, “earnings” included all taxable earnings as reported in your IRS Form W2 plus any deferred employee contributions to an Air Liquide sponsored Section 125 Cafeteria Plan or 401(k) Plan.

On March 7, 2002, “earnings” was redefined to exclude reimbursement of expenses, salary gross-up amounts, and taxable income associated with stock grants, stock options or stock appreciation rights.

Special rules apply to Participants whose annual earnings exceed federally determined limits which may, in turn, limit their Final Average Earnings under this Plan. This limit, which is adjusted annually, was $210,000 in the year 2005. There are also special limits on maximum benefits that may be paid by the Plan, under federal law. These are explained in the Plan Document.

How We Determine Your Social Security Benefit:

Please see Section 13 for a detailed description of how we estimate your social security benefit for use in calculating your pension under the Basic Formula.

How We Determine your Benefit Service:

Please see Section 6 for a description of the rules for determining how much Benefit Service you have under this Plan. Section 10 (“Disability Benefits”) and Section 15 (“Transfers and Changes in Union Status”) provide additional special case information on this subject.

Example of a Normal Retirement Calculation:

John retires on the 1st of the month following his 65th birthday. He has 24 years of Benefit Service when he retires. His last 10 years of earnings as an Active Participant are:

$ 25,000

26,000

31,000

29,500

29,500

| 32,000 | | |

| 32,500 | | His highest consecutive 60 months |

| 34,000 | | of earnings average to: |

| 35,500 | | $ 170,000 ( 60 = $ 2,833.33 |

| 36,000 | | |

His monthly Social Security Benefit is estimated to be $ 900.

John’s Normal Retirement Income is $773.33 = [(50% x $ 2,833.33) - (50% x $ 900)] x 24/30.

Example of an Early Retirement Calculation:

Your Early Retirement Income is calculated in the same way as your Normal Retirement Income, except it is reduced ¼% for each month before your Normal Retirement Date. This is because the benefit will be paid longer than if you had waited until your Normal Retirement Date.

Mary retires on March 1, 1996, the first of the month following her 55th birthday. She has 25 years of Benefit Service. Her Final Average Earnings is $ 2,000 per month, and her Social Security Benefit is $ 750 per month.

Since she is retiring 120 months before her Normal Retirement Date, her benefit will be reduced by 30%, or ¼% x 120 months. Therefore, she will be entitled to collect an early retirement benefit equal to 70% of her Normal Retirement Income. Under the Basic Formula given above, Mary’s Normal Retirement Income is $520.83 = ((50% x $2,000) – (50% x $750)) x 25/30.

Mary’s early retirement benefit is equal to 70% of this amount, or $364.58/month.

If you were a member of the ALIG/MG Pension Plan, different early retirement factors will be applied to your frozen ALIG/MG benefit.

SECTION 10

DISABILITY BENEFITS

If you are an Active Participant in this Plan, and you have 10 years of Vesting Service, the Plan provides you with special disability protection. If you become disabled under these circumstances, you will be credited with Benefit Service and Vesting Service as long as you are disabled, up until your Normal Retirement Date. You MUST either be an Active Participant or have become disabled prior to January 1, 2005, in order for this feature of the Plan to apply to you.

If you qualify for disability benefits under this Plan, you will be treated as if you had continued to receive the same monthly earnings you received in the calendar year before you become disabled, for purposes of calculating your retirement benefit.

Example: George was hired on January 1, 1985. He became disabled on April 15, 1995. He had over 10 years of Vesting Service at his date of disability, and therefore qualified for disability benefits under this Plan. He remained disabled until his Normal Retirement Date, September 1, 2015. His earnings history to his date of disability was:

1990 $ 33,000

1991 34,500

1992 36,000

1993 38,000

1994 40,000

1995 11,666

George's rate of monthly earnings in 1994 was $ 3,333.33. This is the rate that will be used after 1994 for the purpose of calculating George’s benefit once he retires.

He is treated as receiving this rate of earnings during his period of disability, until September 1, 2015. George continues to receive Benefit Service during his period of disability, even though he is not actively employed. At age 65, George is credited with 30 years of Benefit Service, from January 1, 1985 to September 1, 2015. (Remember, Benefit Service is limited to a maximum of 30 years.)

George’s monthly Social Security Benefit is estimated to be $ 933.33 at age 65. His Final Average Earnings are $3,333.33/month. His Normal Retirement Income is calculated as follows:

[(50% x $ 3,333.33) - (50% x $ 933.33)] x 30/30 = $ 1200.00

In order to qualify for disability benefits under this Plan, you must be an Active Participant, have at least 10 years of Vesting Service, and be eligible to receive disability benefits under the Company’s long-term disability plan. Receiving benefits under the Company’s long-term disability plan will be considered proof of your disability for this Plan. Otherwise, you may be examined at the Company’s expense by a physician selected by the Employee Benefits Committee.

Suppose George didn't qualify for disability benefits under the Company’s long-term disability plan. Then George would not be eligible for any disability benefit service under the American Air Liquide Holdings, Inc. Retirement Plan. He would only have 10 years, 3½ months of Benefit Service for use in calculating his retirement benefit, not 30 years. Furthermore, Final Average Earnings would be based on compensation up to April 14, 1995.

Example: Doris was hired on September 23, 1993. She was under age 40 on December 31, 2004, and therefore was not an Active Participant after that date. (See Section 4, “Freeze on Benefits and Participation”.)

Doris became disabled on October 1, 2005. Even though she had over 10 years of Vesting Service when she became disabled, she does not qualify for disability benefits under the Plan, because she was not an Active Participant at that time.

SECTION 11

WHAT IF YOU LEAVE BEFORE REACHING AGE 55?

If you leave before you are vested you will NOT get any benefits under the Plan. You MUST be vested to receive anything.

If you leave employment after you are vested but before reaching age 55, you will still be eligible to receive a retirement benefit at your Normal Retirement Date. Your benefit would be determined under the Basic Formula shown in Section 9: (50% of your Final Average Earnings - 50% of your Social Security Benefit) x Your Benefit Service ( 30. No more than 30 years of Benefit Service will be used to determine your benefit.

However, you could also choose to start your benefit on the first of any month between age 55 and your Normal Retirement Date. If you decide to do this your benefit will be reduced, by multiplying it by the factor shown in the following chart:

Age When

Payments Begin Factor

65 1.0000

64 .9063

63 .8233

62 .7496

61 .6840

60 .6253

59 .5727

58 .5255

57 .4829

56 .4444

55 .4095

For ages in between those shown, the factor will be interpolated according to the number of months.

If you had a benefit under the ALIG/MG Pension Plan that was transferred to this Plan, that benefit will be reduced by 1/2 % for each month before age 65, and compared to the benefit you are entitled to under the ALA Retirement Plan. You will receive the greater of the two amounts. See Section 3 for more information about ALIG/MG Pension Plan benefits.

When you leave employment, if your benefit has a Lump Sum value of $ 7,500 or less, you may choose to be fully paid out in a Lump Sum, as described in Section 13, "Your Choices About How You Get Paid."

Finally, if your benefit has a Lump Sum value of $ 1,000 or less when you leave employment, you will automatically be paid out in a Lump Sum. Neither you nor the Company have any choice in this matter.

If you receive a Lump Sum you will lose all Benefit Service you have earned up to that point.

SECTION 12

DEATH BENEFITS

Your spouse will receive a survivor’s pension benefit under this Plan if:

- You die after completing 5 years of Vesting Service,

- You haven't begun receiving a retirement benefit yet

- You have been married to your spouse for at least one year, and

- Your spouse is alive when you die.

How much your spouse will receive, and when she or he will begin receiving payments, depends on whether or not you are eligible to retire when you die.

If you are eligible to retire when you die, your spouse will receive 50% of the pension benefit you would have received if you had retired the day before your death. This benefit will begin the first of the month following your death, and will be paid as long as your spouse is alive.

Example: David is age 60 and has 30 years of Benefit Service. He dies before retiring and has a surviving spouse. His Final Average Earnings are $ 4,000/month and his estimated Social Security Benefit is $ 1,000/month. David’s Normal Retirement Income (payable at age 65) would have been $1,500 = ( (50% x $4,000) – (50% x $1,000) ) x 30/30. If David had retired the day before he died, his Early Retirement Income would have been 85% of his Normal Retirement Income, because there were 60 months left until his Normal Retirement Date. (85% = 100% - ¼% x 60 months). Therefore, the pension David could have received had he retired the day before he died, would have been $1,275 = 85% x $1,500.

His wife's benefit would be equal to half this amount, or $637.50.

Payment would begin on the first of the month after David's death.

If you are NOT eligible to retire early when you die, then your spouse will receive 50% of the benefit you would have received if you had terminated employment, lived to age 55, and begun receiving benefits. In this case, the benefit to your spouse will not begin until the first of the month after you would have turned age 55.

Example: Jane is age 50 and has 15 years of Benefit Service. She dies and has a surviving spouse. Her Final Average Earnings are $ 3,000/month and her estimated Social Security Benefit is $ 700/month. Her Normal Retirement Income would have been $575 = ( (50% x $3,000) – (50% x $700) ) x 15/30. If Jane had terminated employment, survived to age 55 and begun receiving benefits, her benefit would have been 40.95% of her Normal Retirement Income, or $235.46/month. (See the table in Section 9.)

Her husband's benefit would be half this amount, or $117.73/month.

Payment would begin in five years after Jane’s death, on the first of the month following the date Jane would have turned 55.

If you die AFTER you have begun receiving retirement benefits, the benefit payable to your beneficiary will be determined by the choice you made at retirement, about how your benefit would be paid. (See Section 14 for more information about the types of payments and the death benefits included with them.)

SECTION 13

HOW WE FIGURE YOUR SOCIAL SECURITY BENEFITS

We need to estimate your Social Security Benefit payable at age 65 (or your actual retirement date, if later) in order to calculate your retirement benefit under this Plan. In order to do this, we need to make assumptions about your income, both in the past and in the future.

We will reconstruct your past earnings back to age 21 on the assumption that you received a 6% increase in pay on January 1 of each past year. If you wish, you may provide documentation of your actual salary history and we will use that instead. This could be to your advantage if you had long periods during which you were not employed.

In estimating your social security benefit, we assume that you will have NO further income after you stop being an Active Participant in this Plan. This will produce a lower estimated Social Security Benefit than if you do have future income. A lower estimated Social Security Benefit means a higher retirement benefit under this Plan. So this assumption is in your favor.

If necessary, we will also estimate the benefit you may receive under the Canadian Pension Plan or the Quebec Pension Plan, according to the terms of those plans.

SECTION 14

YOUR CHOICES ABOUT HOW YOU GET PAID

If you are eligible to receive monthly payments, you will have the following choices. There are 6 types of monthly pension benefit payments to choose from. All options pay you benefits as long as you live; some provide payments to a beneficiary after your death. The amount of the monthly benefit depends on which option you choose, your age when payments begin, and, if you have a beneficiary, his or her age when payments first begin. Some choices reduce retirement benefits more than others.

The choices are:

1. Single life

You will receive monthly payments for as long as you live. There are NO payments to a beneficiary after you die. NOTE: ALL EXAMPLES of pension benefits presented in this Summary Plan Description have been calculated as single life pensions.

2. Half joint and survivor

You will receive somewhat reduced monthly payments for as long as you live. When you die, your beneficiary receives monthly payments that are half the amount you received, payable for as long as she or he lives.

3. Three-quarters joint and survivor

You will receive reduced monthly payments for as long as you live. When you die your beneficiary receives monthly payments that are three-quarters of the amount you received, payable for as long as she or he lives. If your beneficiary is not your spouse, and is 20 years or more younger than you, you cannot choose this option.

4. Full joint and survivor

You will receive reduced monthly payments for as long as you live. When you die, your

beneficiary receives monthly payments that are the same amount you received, payable for as long as she or he lives. If your beneficiary is not your spouse, and is more than 10 years younger than you, you cannot choose this option.

5. 5-year certain and life

You receive slightly reduced monthly payments for as long as you live, but if you die before you have received benefits for 5 years, your beneficiary will receive monthly payments that are the same amount you received, for the remainder of the 5 years. If you die after you received benefits for at least 5 years, there are no payments to your beneficiary.

6, 10-year certain and life

You receive somewhat reduced monthly payments for as long as you live, but if you die before you have received benefits for 10 years, your beneficiary will receive monthly payments that are the same amount you received, for the remainder of the 10 years. If you die after you have received at least 10 years of payments, there are no payments to your beneficiary.

If you are married at retirement, you cannot choose a single life, a 5-year certain and life or a 10-year certain and life payment type unless you have your spouse's approval. This approval must be in writing, and your spouse's signature must be witnessed by a notary public.

You can get the forms necessary to choose the type of payment you want from the Human Resources Department. You must choose during the 90 day period preceding your retirement date or your choice is not valid. If you do not make any choice during this time, you will automatically receive the half joint and survivor type of payment if you are married, or the single life type of payment if you aren't.

At the time you leave the Company we will also calculate the Lump Sum value of any benefits you are entitled to. This calculation is complicated, and the basis for it is described in the Plan Document.

If the Lump Sum value is $ 7,500 or less you may choose to be fully paid out in a Lump Sum. The Plan will not owe you anything more if you choose this type of payment.

If the Lump Sum value is $ 1,000 or less, you MUST be paid out in a Lump Sum. Neither you nor the Company has any choice in the matter since the Plan requires that such a payment must be made. The Plan will not owe you anything more if you are paid this way.

If you receive a Lump Sum payment, you may choose to have all of it or a portion of it paid directly to an IRA or to another retirement plan (if that plan accepts rollover distributions). This is called a "direct transfer".

According to federal law, the Company must withhold 20% of whatever part of your Lump Sum isn't paid by "direct transfer". The Company will pay this 20% to the IRS and it will be

credited against your income taxes as income taxes withheld for the year in which you received your Lump Sum.

If you earned a benefit under the ALIG/MG Pension Plan, and you retire before age 62, you may also elect a special type of payment, called the “social security level income option”. This type of payment is described in Section 3, “Acquisition and Merger of MG Pension Plan”. If you do choose this type of payment, no benefits will be paid after your death.

If you have questions about your choices for type of payment, please contact the Human Resources Department.

One important thing to remember is that if you are rehired by the Company after you retire, your pension benefits will stop at the time you are rehired and will NOT be paid as long as you remain employed by the Company.

If you work past age 65, your pension benefits will not begin until you actually retire.

SECTION 15

TRANSFERS AND CHANGES IN UNION STATUS

Prior to December 31, 2004 you may have been granted special Benefit Service under the Plan if your employment status with the Air Liquide Group changed in certain ways. This may have happened if you:

-changed from union to non-union status, or

- transferred from a company that did not provide for participation in this Plan, to employment with American Air Liquide Holdings, Inc. or a Participating Company.

You may also have had your Benefit Service frozen under this Plan if you:

-changed from non-union to union status, or

-transferred to a non-Participating Company.

After December 31, 2004, you can earn Benefit Service ONLY while you are an Active Participant in the Plan or if you qualify for disability benefits. (See Section 10 for information about disability benefits under the Plan.) You will not be granted any special Benefit Service based on a change in union status or a transfer from one company in the Air Liquide Group to another.

The rules governing pre-2005 transfers or changes in union status are complicated. They are described in more detail in Article IX of the Plan Document. If you have a complicated employment history within the Air Liquide Group, you may wish to discuss that history with the Human Resources Department, so that your Benefit Service can be properly calculated. This is especially true if you have ever worked for any of the companies listed in the Appendix.

SECTION 16

HOW TO FILE AND APPEAL A CLAIM

All applications for benefits must be submitted to the Company in writing. An application for benefits must be submitted on the proper form (which may be obtained from the Human Resources Department) signed by you or, in the case of a benefit payable after your death, by your spouse or legal representative.

If your application for benefits is denied, the Company will notify you, in writing, of the denial and of your right to a review of the denial. The written notice shall explain specific reasons for the denial and specific references to the provisions of the Plan on which the denial is based. It will also tell you what additional information or material is necessary for you to perfect your application, explain why the material is necessary, and explain the review procedure under the Plan, the time limits applicable to those procedures, and your right to bring a civil action under ERISA if your appeal is denied. The written notice shall be given to you within a reasonable period of time (not more than 90 days) after the Company receives your application, unless special circumstances require further time for processing. You will be notified of any extension and the reason for the extension prior to the end of the initial 90-day period. Such extension may not exceed 90 days. In the event of an extension, written notice of the Company’s determination of your claim will be given to you within 180 days after the Company receives your application.

If your application for benefits is denied, you or your authorized representative may appeal the denial by submitting a request for a review of the application, to the Employee Benefits Committee. This must be done within sixty (60) days after you receive written notice of the denial from the Company. The Company shall give you or your representative an opportunity to submit written comments, documents, records and other information relating to your claim for benefits, and upon request and free of charge, to review and obtain copies of all documents, records and other information relating to your claim for benefits. The request for a review must be in writing and must be addressed to the Employee Benefits Committee. The request for a review shall set forth all of the grounds on which it is based, all facts in support of the request, and any other matters that you think apply. The Employee Benefits Committee may require you to submit any additional facts, documents or other material as it believes are necessary or appropriate in making its review.

The Employee Benefits Committee shall act on your request for a review within 60 days, unless special circumstances require further time for processing and you are informed of the extension before the initial 60 days expires, and the reason for the extension. In no event shall the decision on your request be made more than 120 days after the Employee Benefits Committee receives the request for a review. The Employee Benefits Committee shall give prompt written notice of its decision to you. In the event that the Employee Benefits Committee confirms the denial of your application for benefits, the notice shall explain the specific reasons for the decision, make specific references to the provisions of the Plan on which the decision is based, state that you may receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to your claim for benefits, and provide a statement of your right to bring a civil action under Section 502(a) of ERISA.

SECTION 17

QUALIFIED DOMESTIC RELATIONS ORDERS

Generally speaking, federal law prohibits payment of your benefits under the Plan to anyone but you prior to your death. This is to protect your pension benefits and preserve them for your retirement.

A special exception to this rule concerns payment from the Plan ordered by a court under a Domestic Relations Order. A Domestic Relations Order means any judgment, decree or order, including approval of a property settlement agreement, that relates to provision of:

1. Child support,

2. Alimony payments, or

3. Marital property rights.

To be a Domestic Relations Order, such payments must be made to your spouse, former spouse, child or other dependent, based on a state domestic relations law.

Once a Domestic Relations Order is issued regarding your benefits under the Plan, it must be submitted to the Plan Administrator, which will decide whether it is a Qualified Domestic Relations Order (“QDRO”), as defined by the Internal Revenue Code of the United States. Unless the Plan Administrator determines the order to be a QDRO, no payments may be made from the Plan to anyone but you.

There is a booklet available from the Plan Administrator about QDRO procedures. Please contact the Human Resources Department if you would like a copy of this manual.

SECTION 18

GENERAL INFORMATION

Pension Benefit Guaranty Corporation (PBGC)

In the event the Company terminates the Plan, your benefits are insured by the Pension Benefit Guaranty Corporation (PBGC), an insurance agency run by the federal government. The PBGC generally guarantees most vested normal retirement benefits, early retirement benefits, and certain disability and survivors' benefits. The PBGC, however, does not guarantee all types of benefits under covered plans and has certain limits on the amount of benefit protection.

If the Company terminates the Plan, the PBGC guarantees your vested benefits at the level in effect on the date the Plan terminated. If, however, benefits increased within the 5 years before the Company terminates the Plan, the PBGC may not guarantee the whole amount of the Plan's vested benefits or the benefits increase. The PBGC also limits the amount of monthly benefits it guarantees. The PBGC periodically adjusts this amount.

For more information about the PBGC insurance protection and its limitations, contact the Human Resources Department, or the PBGC:

Pension Benefit Guaranty Corporation

P. O. Box 151750

Alexandria, VA 22315-1750

(202) 326-4000 (This is not a toll-free number.)

(800) 400-7242 (toll free)



YOUR ERISA RIGHTS

As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants shall be entitled to:

• Examine, without charge, at the Plan Administrator’s office and at other specified locations, all documents governing the Plan (including collective bargaining agreements), and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefits Administration.

• Obtain, upon written request to the Plan Administrator, copies of documents concerning the operation of the Plan (including collective bargaining agreements), and copies of the latest annual report (Form 5500 Series) and updated summary plan descriptions. The administrator may make a reasonable charge for the copies.

• Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of the summary annual report.

• Obtain a statement telling you whether you have a right to receive a pension at Normal Retirement Age (age 65) and if so, what your benefits would be at Normal Retirement Age if you stop working under the Plan now. If you do not have a right to a pension, the statement will tell you how many more years you have to wait to get a right to a pension. The statement must be requested in writing and is not required to be given more than once every twelve (12) months. The Plan must provide the statement free of charge.

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit Plan. The people who operate your Plan are called “fiduciaries” of the Plan, and have a duty to act prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, your union or any other person, may fire you or otherwise discriminate against you

in any way to prevent you from obtaining any pension benefit, or exercising any rights under ERISA.

Steps you can take to enforce your rights

If your claim for a pension benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials, and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan’s decision concerning the qualified status of a domestic relations order, you may file suit in federal court.

If it should happen that the Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, if, for example, it finds your claim is frivolous.

If you should have any questions about your Plan, you may contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the U.S. Department of Labor, listed in your telephone directory or the U.S. Department of Labor, Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration. Their toll-free number is 1-866-444-3272.

If you have any questions

If you have any questions about the Plan, contact the Plan Administrator:

Employee Benefits Committee

c/o Manager of Employee Benefits

American Air Liquide Holdings, Inc.

12800 West Little York Road

Houston, Texas 77041

(713) 896-2313

If you have any questions about this statement or your rights under ERISA which the Plan Administrator cannot explain, contact the nearest area office of the U.S. Labor-Management Services Administration, Department of Labor.

OTHER INFORMATION

Collective bargaining agreements

If you are represented by a union and covered by a collective bargaining agreement, you are not eligible to participate in this Plan unless your collective bargaining agreement allows you to participate.

You can obtain a list of participating unions and/or a copy of the applicable collective bargaining agreement from the Human Resources Department.

No right to employment

The Plan is not an employment contract and none of the Plan provisions guarantee your employment with the Company or affect the right of the Company to terminate your employment at any time, with or without cause. This booklet is not intended to imply any promise of continued employment with the Company. Employment with the Company may be ended with or without cause, and with or without notice, at any time, by either the Company or you, unless provided otherwise by a valid collective bargaining agreement, or other valid written agreement.

Nobody other than your president may enter into any agreement with an employee that guarantees his or her employment. If there is an agreement by the president of your company implying a promise of continued employment, the agreement must be in writing and signed by the president.

No right to other claims

Neither you, your dependents, your beneficiary nor anyone else has the right or claim to benefits under the Plan other than those described in the Plan. Either you or your beneficiary may request a copy of the Plan’s “Qualified Domestic Relations Order” (QDRO) procedures from the Plan Administrator. This will be provided without any charge.

Future of the Plan

Although the Company intends to continue the Plan indefinitely, it has the right to change any aspect of the Plan, to discontinue contributions to the Plan, and to end the Plan. If the Company or any of its subsidiaries terminate participation in the Plan, your benefits will become fully vested. If the monies in the pension trust fund fall short of covering all vested benefits, the PBGC guarantees your pension benefits, up to certain limits.

The Company has the right to curtail or discontinue any of its benefits and the benefits payable under this Plan at any time. If a benefit plan is curtailed or discontinued, the Company may not use the plan's assets for its own benefit, unless all liabilities have been satisfied.

PLAN ADMINISTRATION

Plan Sponsor &: American Air Liquide Holdings, Inc.

Employer: 48016 Fremont Blvd.

Fremont, CA. 94538

Plan Name: American Air Liquide Holdings, Inc. Retirement Plan

Type of Plan: Defined Benefit Plan

Funding Medium: Trust and Unallocated Insurance Contracts

Source of Funds: The Plan is funded through assets held by the Trustee. The Plan funding policy requires the Company to make periodic payments to the Plan trust to fund current and expected future benefits as they are earned by Plan members. Company contributions are based on a report of an enrolled actuary and are made from the Company's general assets.

Effective Date: January 1, 2001 (The date of the most recent Plan restatement)

Plan Number: 001

Employer Identification #: 75-3174747

Plan Year End: December 31

Benefits Office: Human Resources Department

American Air Liquide Holdings, Inc.

12800 West Little York Road

Houston, TX 77041

(713) 896-2313

Plan Administrator: Employee Benefits Committee

c/o Manager of Employee Benefits

American Air Liquide Holdings, Inc

12800 West Little York Road

Houston, TX 77041

(713) 896-2313

Employee Benefits A list of Employee Benefits Committee members is available

Committee: from the Human Resources Department

Trustee: Mellon Bank

One Mellon Bank Center

Pittsburgh, PA 15258

Agent for Service Employee Benefits Committee

of Legal Process: c/o Manager of Employee Benefits

American Air Liquide Holdings, Inc

12800 West Little York Road

Houston, TX 77041

(713) 896-2313

|APPENDIX OF PARTICIPATING COMPANIES |

| |Vesting Serv. |Benefit Serv. |

|Liquid Air Inc. (American Cryogenics, Inc.) |Orig. Hire Date |Orig Elig Serv Dte |

|(a) Industrial Air Products Co. |Orig. Hire Date |Jan. 1, 1971 |

|(b) Dye Oxygen Company |Orig. Hire Date |Jan. 1, 1974 |

|(c) Gulf Oxygen Industries, Inc. |Orig. Hire Date |Jan. 1, 1973 |

|(d) Gas-Ice Corporation |Orig. Hire Date |Jan 1, 1974 |

|Liquid Air Corporation of North America |Orig. Hire Date |Orig. Hire Date |

|Air Liquide America* |Orig. Hire Date |Orig. Hire Date |

|AL Welding Products, Inc. |Orig. Hire Date |Orig. Hire Date |

|AL Compressed Gases, Inc. |Orig. Hire Date |Orig. Hire Date |

|AL E&C, Ltd. |Orig. Hire Date |Orig. Hire Date |

|Liquid Air Engineering Corp. |Orig. Hire Date |Orig. Hire Date |

|AL America Holdings, Inc. |Orig. Hire Date |Orig. Hire Date |

|American Air Liquide |Orig. Hire Date |Jan. 1, 1971 |

|Big Three Industries, Inc. |Orig. Hire Date |Orig. Hire Date |

|Vital Air Corp. |Orig. Hire Date |Orig. Hire Date |

|The Dia-Log Company |Orig. Hire Date |Orig. Hire Date |

|U.S. D. Corp. | | |

|(a) Bodyguard Division |Orig. Hire Date |Jan 1, 1973 |

|(b) All Other Divisions |Orig. Hire Date |Orig. Hire Date |

|(c) U.S. Divers Co., Inc. |Orig. Hire Date |Orig. Hire Date |

|Lund Oxygen |Orig. Hire Date |Oct. 1, 1976 |

|Service Oxygen |May 1, 1976 |May 1, 1976 |

|Nunn's Inc. |Orig. Hire Date |Oct. 1, 1975 |

|Gardner Welding Supply |Orig Elig Serv Dte |Jan. 1, 1977 |

|Spokane Welders Supply |Orig Elig Serv Dte |Sept. 1, 1976 |

|Acetylene Welding Supply |Feb. 1, 1977 |Feb. 1, 1977 |

|Idaho Welding Supply |Feb. 1, 1977 |Feb. 1, 1977 |

|NCG Industrial Gases Division |Orig Elig Serv Dte |Orig Elig Serv Dte |

|Cardox Corp. |Orig Elig Serv Dte |Orig Elig Serv Dte |

|Silver States (Division) |Oct. 1, 1975 |Oct. 1, 1975 |

|Cascade Welding Supply Co. Inc. |Jan. 1, 1976 |Jan. 1, 1976 |

|Whatcom Welding Supply, Inc. |May 1, 1976 |May 1, 1976 |

|Shira Welding Supply Co., Inc |Julne1, 1976 |June 1, 1976 |

|Verden Welding Supply, Inc |July 1, 1976 |July 1, 1976 |

|Pacific Engine & Machine Works, Inc. |July 1, 1976 |July 1, 1976 |

* U.S. employees only (including Canadian transfers)

|APPENDIX OF PARTICIPATING COMPANIES (Continued) |

| |Vesting Serv. |Benefit Serv. |

|Southwest Cryogenics, Inc. (Division) |Nov. 1, 1976 |Nov. 1, 1976 |

|S&D Welding (Division) |Oct. 1, 1976 |Oct. 1, 1976 |

|Cal-Air Welding Supply, Inc. |Dec. 1, 1976 |Dec. 1, 1976 |

|Temple Welding Supply, Inc. |Dec. 1, 1976 |Dec. 1, 1976 |

|Evergreen Oxygen Sales, Inc. |July 1, 1977 |July 1, 1977 |

|Health Tech Respiratory Care, Inc. |Orig. Hire Date |June 21, 1988 |

|Tampa Oxygen and Welding Supply, Inc. |Orig Elig Serv Date |Acq Date |

|Mid Florida Corporation |Orig Elig Serv Date |Aug. 18, 1988 |

|Welding and Supply Companies, Inc. |Orig Elig Serv Date |Sept. 4, 1988 |

|National Compressed Gases |Orig. Hire Date |Jan. 1, 1992 |

|Savage Welding |Orig. Hire Date |Apr. 1, 1985 |

|Ideal Gas |Orig. Hire Date |Sept. 1, 1984 |

|Mountain Medigas/Val Med Co. |Orig. Hire Date |June 1, 1985 |

|Hopper |Orig. Hire Date |Nov. 1, 1989 |

Special Provisions applicable only to former Employees of the Dye Oxygen Company who participated in the Dye Oxygen Company Retirement Plan are set forth in Appendix A of the Plan Document.

Special Provisions applicable only to former Employees of the U.S. Divers company who participated in the U.S. Divers' Incentive Retirement Plan are set forth in Appendix B of the Plan Document.

Special Provisions applicable only to former Employees of NCG Industrial Gases Division who participated in the NCG Industrial Gases Division Retirement Plan for Salaried Employees are set forth in Appendix C of the Plan Document.

Information concerning Original Eligibility Service Dates of employees of Gardner Welding Supply Co. and Spokane Welders Supply Co. Inc. is set forth in Appendix D of the Plan Document.

Special provisions applicable only to former Participants in the Hopper Retirement Plan are set forth in Appendix E of the Plan Document.

Special provisions applicable only to former Participants in the Lincoln Big Three Pension Plan are set forth in Appendix F of the Plan Document.

Special provisions applicable to former Participants in the TI Retirement Plan are set forth in Appendix G of the Plan document.

Special provisions applicable to former Participants in the ALIG/MG Pension Plan are set forth in Appendix H of the Plan document.

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