PRAXAIR INC
EXHIBIT 10.2
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<TYPE>EX-10
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<FILENAME>ex10-2.htm
<DESCRIPTION>EXHIBIT 10.2
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<TITLE>Exhibit 10.02</TITLE>
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<P ALIGN="CENTER">EXECUTIVE SEVERANCE COMPENSATION AGREEMENT </P>

<P ALIGN="RIGHT"><B><I>Praxair, Inc. and Subsidiaries</I></B></P>

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<P ALIGN="RIGHT"><B>Exhibit 10.02</B> </P>

<P ALIGN="RIGHT">December 5, 2003  </P>


<P ALIGN="LEFT"><B>NAME<BR>ADDRESS<BR><BR>Dear Mr.&nbsp;&nbsp;&nbsp;&nbsp;:</B></P>



<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board of  Directors
(the &#147;Board&#148;) of Praxair, Inc. (&#147;Praxair&#148;)  recognizes that the
possibility of a Change in Control of Praxair exists, and  the uncertainty and questions
which it may raise among management may result in  the departure or distraction of
management personnel to the detriment of Praxair  or its majority-owned subsidiaries
incorporated in the United States  (hereinafter to be referred to collectively as the
&#147;Company&#148;).  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board of  Praxair has
determined that appropriate steps should be taken to reinforce and  encourage the
continued attention and dedication of members of the  Company&#146;s management,
including yourself, to their assigned duties without  distraction in the face of
potentially disturbing circumstances arising from a  possible Change in Control of
Praxair.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to  induce you
to remain in the employ of the Company and in consideration of your  continued service to
the Company, Praxair agrees that you shall receive the  severance benefits set forth in
this Severance Compensation Agreement  (&#147;Agreement&#148;) in the event your
employment with the Company is  terminated subsequent to a Change in Control under the
circumstances described  below.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.  <U>Definitions</U>. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a.&quot;<U>Change
in  Control</U>&quot; means the occurrence of any one of the following events  with
respect  to Praxair:  </P>

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<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(i)</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> individuals
who, on January 1, 2003, constitute the Board (the &#147;Incumbent  Directors&#148;)
cease for any reason to constitute at least a majority of the Board,  provided that any
person becoming a director subsequent to January 1, 2003, whose election  or nomination
for election was approved by a vote of at least two-thirds of the Incumbent  Directors
then on the Board (either by a specific vote or by approval of the proxy  statement of
the Company in which such person is named as a nominee for director, without  objection
to such nomination) shall be an Incumbent Director; <U>provided</U>,  <U>however</U>,
that no individual elected or nominated as a director of the Company  initially as a
result of an actual or threatened election contest with respect to  directors or any
other actual or threatened solicitation of proxies [or consents] by or on  behalf of any
person other than the Board shall be deemed an Incumbent Director;  </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(ii)</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> any
&#147;person&#148; (as such term is defined in Section 3(a)(9) of the Securities
Exchange Act of 1934 (the &#147;Exchange Act&#148;) and as used in Sections 13(d)(3) and
14(d)(2) of the Exchange Act) is or becomes a &#147;beneficial owner&#148; (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company&#146;s then
outstanding securities eligible to vote for the election of the Board (the &#147;Company
Voting Securities&#148;); <U>provided</U>, <U>however</U>, that the event described in
this paragraph (ii) shall not be deemed to be a Change in Control by virtue of any of the
following acquisitions: (A) by the Company or any Subsidiary, (B) by any employee benefit
plan sponsored or maintained by the </P></TD>
</TR>
</TABLE>
<BR>


<HR ALIGN=LEFT WIDTH=100% SIZE=1 NOSHADE>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
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     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> Company or Subsidiary, (C) by any underwriter
temporarily holding securities pursuant to an offering of such securities, or (D)
pursuant  to a Non-Qualifying Transaction (as defined in paragraph (iii));  </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(iii)</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> the
consummation of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving the Company or any of its Subsidiaries that requires the
approval of the Company&#146;s stockholders, whether for such transaction or the issuance
of securities in the transaction (a &#147;Business Combination&#148;), unless immediately
following such Business Combination: (A) more than 50% of the total voting power of (x)
the corporation resulting from such Business Combination (the &#147;Surviving  Corporation&#148;),
or (y) if applicable, the ultimate parent corporation that directly or  indirectly has
beneficial ownership of 100% of the voting securities eligible to elect  directors of the
Surviving Corporation (the &#147;Parent Corporation&#148;), is  represented by Company
Voting Securities that were outstanding immediately prior to such  Business Combination
(or, if applicable, shares into which such Company Voting Securities  were converted
pursuant to such Business Combination), and such voting power among the  holders thereof
is in substantially the same proportion as the voting power of such  Company Voting
Securities among the holders thereof immediately prior to the Business  Combination, (B)
no person (other than any employee benefit plan sponsored or maintained  by the Surviving
Corporation or the Parent Corporation), is or becomes the beneficial  owner, directly or
indirectly, of 20% or more of the total voting power of the outstanding  voting
securities eligible to elect directors of the Parent Corporation (or, if there is  no
Parent Corporation, the Surviving Corporation) and (C) at least a majority of the
members of the board of directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) were Incumbent Directors at the time of the  Board&#146;s
approval of the execution of the initial agreement providing for such  Business
Combination (any Business Combination which satisfies all of the criteria  specified in
(A), (B) and (C) above shall be deemed to be a &#147;Non-Qualifying  Transaction&#148;);
or  </P></TD>
</TR>
</TABLE>
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<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(iv)</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> The
stockholders of the Company approve a plan of complete liquidation or dissolution of  the
Company or a sale or disposition of all or substantially all of the Company&#146;s
assets.  </P></TD>
</TR>
</TABLE>
<BR>

                           <TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"></TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">
Notwithstanding  the  foregoing,  a Change in Control of the Company shall not be deemed
                           to occur solely  because any person  acquires  beneficial  ownership of more than 20% of
                           the  Company  Voting  Securities  as a  result  of the  acquisition  of  Company  Voting
                           Securities  by the  Company  which  reduces  the  number of  Company  Voting  Securities
                           outstanding;  provided,  that if after  such  acquisition  by the  Company  such  person
                           becomes the  beneficial  owner of additional  Company Voting  Securities  that increases
                           the  percentage of  outstanding  Company Voting  Securities  beneficially  owned by such
                           person, a Change in Control of the Company shall then occur.</P></TD>
</TR>
</TABLE>
<BR>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b.
&quot;<U>Code</U>&quot; shall  mean the Internal Revenue Code of 1986, as amended.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c.
&quot;<U>Date  of  Termination</U>&quot; shall mean  </P>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(i) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> in
case  employment is terminated  for Total  Disability,  thirty (30) days after Notice of
Termination is  given  (provided  that you shall not have returned to the full-time
performance of your  duties during such thirty (30) day period), and </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(ii) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> in
all other cases,  the date specified in the Notice of Termination  (which shall not be
less than thirty  (30) nor more  than  sixty  (60)  days,  respectively,  from the  date
such  Notice  of  Termination is given). </P></TD>
</TR>
</TABLE>
<BR>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d.
&quot;<U>Good Reason  for Resignation</U>&quot; shall mean, without your express written
consent, any of the  following:  </P>

<P ALIGN="CENTER">2 </P>

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<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(i) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> a
change  in your  status  or  position  with the  Company  which in your  reasonable
judgment  does not  represent a promotion  from your status or position  immediately
prior to the Change in  Control,  or the  assignment to you of any duties or
responsibilities  or diminution of  duties or  responsibilities  which in your
reasonable  judgment are  inconsistent  with  your status or position  with the Company
in effect  immediately  prior to the Change in  Control,  it being  understood that any
of the foregoing in connection with  termination  of your  employment  for Cause,
Retirement,  or Total  Disability  shall not constitute  Good Reason for Resignation; </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(ii) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> a
reduction  by the Company in the annual rate of your base salary as in effect
immediately  prior to the  date  of a  Change  in  Control  or as the  same  may be
increased  from  time  to time  thereafter,  or the  Company's  failure to increase  the
annual rate of your base salary  for a  calendar  year in an amount at least  equal to
the  percentage  increase  in base  salary  for  all  domestic  employees  of  the
Company  with  Severance  Compensation  Agreements in the  preceding  calendar  year.
Within three (3) days after your request,  the Company shall notify you of the average
percentage  increase in base salary for all  such employees of the Company in the
calendar year preceding your request; </P></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(iii) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> the
Company's  requiring your office to be located at a different  place than where your
office is located  immediately  prior to a Change in  Control  where the  relocation
would meet the Code's  standards for the exclusion of reimbursed  moving expenses from
taxable  income,  except  for required  travel on the  Company's  business to an extent
substantially  consistent  with your business travel obligations immediately prior to a
Change in Control; </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(iv)</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> the
failure by the Company to continue in effect  compensation or benefit plans in which you
participate,  which in the aggregate  provide you compensation and benefits
substantially  equivalent  to those prior to a Change in Control; </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(v) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> the
failure  of the  Company  to obtain a  satisfactory  agreement  from any  Successor  (as
defined  in  Paragraph 4a hereof) to assume and agree to perform this  Agreement,  as
contemplated in  Paragraph 4a hereof; </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(vi) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> any
purported  termination of your  employment  which is not effected  pursuant to a Notice
of Termination  satisfying the requirements  hereof;  for purposes of this Agreement,  no
such purported  termination  shall be effective  for any purpose  except to constitute a
Good Reason for  Resignation. </P></TD>
</TR>
</TABLE>
<BR>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;e.
<U>&quot;Incentive  Compensation Award&quot;</U> shall mean payment or payments under
Incentive Compensation  Plans.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;f.
&#147;<U>Incentive  Compensation Plans</U>&#148; shall mean  any annual variable
compensation or incentive  compensation plans maintained by  the Company, in which awards
are paid in cash  including, but not limited to the  2002 Praxair, Inc. Variable
Compensation Plan, or any  successor plan thereto.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;g.
&quot;<U>Notice of  Termination</U>&quot; shall mean a written notice as provided in
Paragraph 10 hereof.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;h.
&quot;<U>Pension  Plan</U>&quot; shall mean the Praxair Pension Plan, as it may be
amended prior to a Change in  Control.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i.
&quot;<U>Pension  Program</U>&quot; shall mean the Pension Plan plus any excess or
supplemental pension plans  maintained by the Company.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;j.
&quot;<U>Account-Based  Participant</U>&quot; shall mean a participant in the Pension
Plan accruing an  Account-Based benefit under the Pension Plan.  </P>

<P ALIGN="CENTER">3 </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;k.
&quot;<U>Traditional-Design Participant</U>&quot; shall mean a participant in the Pension
Plan accruing a benefit under the Pension Plan other than an Account-Based benefit.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;l.
&#147;<U>Retirement</U>&#148; shall mean (1) voluntary  retirement before your mandatory
retirement age, if any, (termination of your  employment by you before your mandatory
retirement age, if any, with Good Reason  for Resignation shall not be deemed a
Retirement for purposes of this Agreement)  or (2) termination in accordance with any
retirement arrangement other than  under the Pension Program, which is established with
your consent with respect  to you or (3) mandatory retirement as set forth under the
policy of the Company  as it existed prior to the Change in Control or as agreed to by
you following a  Change in Control.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;m.
&#147;<U>Termination for Cause</U>&#148; shall mean  termination of your employment upon
your willfully engaging in conduct  demonstrably and materially injurious to the Company,
monetarily or otherwise,  provided that there shall have been delivered to you a copy of
a resolution duly  adopted by the unanimous affirmative vote of the entire membership of
the Board  of the Company at a meeting of the Board of the Company called and held for
such  purpose (after reasonable notice to you and an opportunity for you, together  with
your counsel, to be heard before the Board of the Company), finding that in  the good
faith opinion of the Board of the Company you were guilty of the  conduct set forth and
specifying the particulars thereof in detail.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of  this
Paragraph 1m, no act, or failure to act, on your part shall be deemed  &#147;willful&#148; unless
done, or omitted to be done, by you not in good faith  and without reasonable belief that
your action or omission was in the best  interest of the Company. Any act or failure to
act based upon authority given  pursuant to a resolution duly adopted by the Board of the
Company or based upon  the advice of counsel for the Company shall be conclusively
presumed to be done  or omitted to be done by you in good faith and in the best interests
of the  Company.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;n.
&#147;<U>Total Disability</U>&#148; shall mean that based on  objective medical evidence,
as the result of an illness or injury you cannot  perform the essential functions of your
regular job for a period of six months  or more, with or without an accommodation; and
you are under the &#147;regular  and appropriate care&#148; of a physician. &#147;Regular
and Appropriate  Care&#148; means that you are being treated by a physician as often as
is  medically required, and are receiving care that conforms to generally accepted
medical standards for treating the sickness or injury; is consistent with the  stated
severity of the medical condition to effectively treat this illness or  injury; and , is
provided by a physician whose specialty or experience is the  most appropriate for the
disability according to generally accepted medical  practics.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.  <U>Compensation Upon
Termination</U>. Following a Change in Control, you shall be entitled to the following
benefits: </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a.
<U>Termination Benefits</U>. If your employment by the  Company shall be terminated
subsequent to the Change in Control and during the  term of this Agreement (a) by reason
of your death after you have received a  Notice of Termination, (b) by the Company other
than for Cause, or (c) by you  for Good Reason for Resignation, then you shall be
entitled to the benefits  provided below, without regard to any contrary provision of any
plan:  </P>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(i) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Accrued
Salary</U>. The Company shall pay you, not later than the fifth (5th) day following the
Date of Termination, your full base salary and vacation pay accrued through the
Date of Termination at the rate in effect at the time the Notice of Termination is
given (or at the rate in effect immediately prior to a Change in Control, if such
amounts were higher). </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(ii) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Accrued
Incentive Compensation</U>. The Company shall pay you, not later than thirty (30) days
following your Date of Termination, the amount of your Accrued Incentive
Compensation. If the Date of Termination is after the end of a Variable
Compensation Year, but before Incentive Compensation for said Variable Compensation
Year has been paid, the Company shall pay you as Incentive Compensation for that
Variable Compensation Year the greatest of: (a) an amount that bears the same ratio
to your total base salary in said Variable Compensation Year as the Incentive
Compensation paid to you during the immediately prior Variable Compensation Year
bears to your base salary for said prior Variable Compensation Year, (b) an amount
that bears the same ratio to your base salary for such Variable Compensation Year
as the Incentive Compensation paid to you during the three (3) immediately prior
Variable Compensation Years bears to your base salary for said three (3) prior years,
(c) the average of the Incentive Compensation paid to you during the three (3) years
immediately prior to said Variable Compensation Year, or (d) the amount of your target
variable compensation payment for such Variable Compensation Year. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">In  addition,  if the Date of  Termination  is other  than the first  day of a  Variable
                           Compensation  Year,  the  Company  shall  pay you,  as  Incentive  Compensation  for the
                           Variable  Compensation  Year in which the Date of Termination  occurs,  the greatest of:
                           (a) an amount  that bears the same ratio to your  total  base  salary  earned (up to the
                           Date of Termination) in said Variable  Compensation  Year as the Incentive  Compensation
                           paid to you during the immediately  prior Variable  Compensation Year bears to your base
                           salary for said prior  Variable  Compensation  Year,  (b) an amount  that bears the same
                           ratio  to your  total  base  salary  earned  (up to the  Date of  Termination)  for such
                           Variable  Compensation  Year as the Incentive  Compensation paid to you during the three
                           (3) Variable  Compensation  Years immediately  prior to such Variable  Compensation Year
                           bears to your base  salary  for said  three  (3) prior  years,  (c) the  average  of the
                           Incentive  Compensation  paid to you  during  the three (3) years  immediately  prior to
                           said Variable  Compensation  Year  multiplied  by a fraction,  the numerator of which is
                           the total number of days which have elapsed in the current  Variable  Compensation  Year
                           to the Date of  Termination,  and the  denominator of which is three hundred  sixty-five
                           (365),  or (d)  the  amount  of your  target  variable  compensation  payment  for  such
                           Variable  Compensation  Year  multiplied  by a fraction,  the  numerator of which is the
                           total number of days which have  elapsed in the current  Variable  Compensation  Year to
                           the Date of  Termination,  and the  denominator  of which  is three  hundred  sixty-five
                           (365).  Such  payment  shall be made to you not later  than  thirty  (30) days after the
                           Date of Termination. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">          If there  is more  than one  Incentive  Compensation  Program,  your  accrued  Incentive
                           Compensation under each Program shall be determined individually for that Program. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">For the purpose of determining the amount of your Accrued Incentive  Compensation  under
                           this  Paragraph  2a(ii),  you will be deemed  to have  been paid the full  amount of all
                           prior variable and incentive  compensation,  whether or not such award was includible in
                           your gross income for Federal Income tax purposes. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">For the purpose of this Paragraph  2a(ii),  "Incentive  Compensation  Program" means any
                           of the  Incentive  Compensation  Plans  defined  in  Paragraph  1f and any other plan or
                           program  for the  payment  of  incentive  compensation,  variable  compensation,  bonus,
                           benefits or awards for which you were, or your position  was,  eligible to  participate;
                           "Incentive Compensation" means any compensation,  variable compensation,  bonus, benefit
                           or award  paid or  payable  under  an  Incentive  Compensation  Program;  and  "Variable
                           Compensation  Year" means a calendar or fiscal  plan year of an  Incentive  Compensation
                           Program. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(iii) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Insurance
Coverage</U>. The Company shall arrange to provide you (and your dependents, if
applicable) with life, accident and health insurance benefits substantially
equivalent to those which you are receiving or entitled to receive immediately prior
to the Change in Control. Such insurance benefits shall be provided to you for the
longer of (x) thirty six (36) months after such Date of Termination or (y) the period
during which such insurance benefits would have been provided to you, as a
terminated employee, under the applicable life insurance, medical, health and
accident plans of the Company in effect immediately prior to the Change in Control of
the Company (except that after a period of thirty six (36) months, such insurance
benefits shall be provided to you on the same financial terms and conditions as
provided for under the respective plans). </P></TD>
</TR>
</TABLE>
<BR>


<P ALIGN="CENTER">5 </P>

<HR ALIGN=LEFT WIDTH=100% SIZE=1 NOSHADE>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">Should it be  determined  that any of the  medical  benefits to be provided to you under
                           this  subsection  (iii)  could be included in your gross  income for  federal,  state or
                           local tax purposes, then the following shall apply: </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">                           (a) If you are at least  age 47 with at  least  seven  (7)  years  of  service  with the
                           Company  on your  Date of  Termination,  then you  shall  participate  in the  Company's
                           retiree  medical  benefit  plans as if you  retired  from the  Company  on your  Date of
                           Termination  with  eligibility  for such plans,  except that the Company  shall  provide
                           such  medical  coverage  at no cost to you for three (3)  years  following  your Date of
                           Termination and  thereafter,  you shall  participate  therein on the same terms as other
                           retired employees; </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">                           (b) If you are not at least age 47 or do not have at least  seven  (7) years of  service
                           upon your  Date of  Termination,  you will no  longer  continue  to  participate  in the
                           Company's  medical  benefit plans,  except for COBRA,  and (i) the Company shall provide
                           you with a cash  payment  in an amount  equal to the amount  required  by you to pay for
                           coverage under COBRA for the first  eighteen (18) months  following your loss of medical
                           coverage,  and  thereafter,  (ii) the Company shall,  for the  subsequent  eighteen (18)
                           months,  purchase  for  you,  at its  cost,  a policy  of  medical  insurance  providing
                           benefits  substantially  similar  to the  benefits  you would  have  received  under the
                           Company's medical benefit plans. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(iv)</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"><U>Retirement
Benefits</U>.  </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="12%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">A. </TD>
     <TD WIDTH="85%"><P ALIGN="LEFT"> If
you are a Traditional-Design  Participant,  the provisions of this paragraph  A shall
apply to you. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="12%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="85%"><P ALIGN="LEFT">
                                    The  Company  shall  pay  you,  at the  time  you  are  entitled  to be  paid a
                                    retirement  pension under the Pension  Program,  a retirement  pension equal to
                                    the  greater  of (x) an amount  computed  in  accordance  with the terms of the
                                    Pension Program in effect  immediately prior to the Change in Control and as if
                                    those  terms  were in  effect  on the  Date of  Termination,  or (y) an  amount
                                    computed  in  accordance  with  the  terms of the  Pension  Program  in  effect
                                    immediately  prior to the Date of  Termination,  in either case less the amount
                                    of  retirement  pension  actually to be paid to you under the Pension  Program.
                                    In computing the amounts of your  retirement  pension under clauses (x) and (y)
                                    of this Paragraph 2a(iv),  three years shall be added to your actual age and to
                                    your actual  Company  Service  Credit  under the  Pension  Program so that your
                                    retirement  pension  under clauses (x) and (y) will be the amount it would have
                                    been if you had been three years older than you  actually  were,  and had three
                                    years  more  Company  Service  Credit  than you  actually  had,  on the Date of
                                    Termination.</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="12%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="85%"><P ALIGN="LEFT">
                                    If for any reason,  the benefits  under this  subparagraph  (iv) cannot be paid
                                    under the tax-qualified  portion of the Pension Program,  the Company shall pay
                                    such  benefits  to you a lump sum not later  than  thirty  (30) days after your
                                    Date of  Termination,  calculated  under such one of the  following  options as
                                    would  produce the highest  lump sum  payment:  (a)  calculated  under the same
                                    factors  (interest rate and mortality) as lump sum payments were made under the
                                    Company's Supplemental  Retirement Income Plan and Equalization Benefit Plan in
                                    effect immediately prior to a Change in Control,  (b) calculated under the same
                                    factors  (interest  rate and mortality) as lump sum payments are made under the
                                    Company's  Supplemental  Retirement Income Plan and Equalization  Benefit Plan,
                                    or  other  similar  plans,  as in  effect  on the Date of  Termination,  or (c)
                                    calculated  under the same factors  (interest  rate and  mortality) as lump sum
                                    payments  would  have  been   calculated   under  the  Company's   Supplemental
                                    Retirement   Income  Plan  and  Equalization   Benefit  Plan  on  the  Date  of
                                    Termination,  if such factors were  determined  using the same  methodology  as
                                    such plans used prior to the Change in Control.</P></TD>
</TR>
</TABLE>
<BR>



<P ALIGN="CENTER">6 </P>

<HR ALIGN=LEFT WIDTH=100% SIZE=1 NOSHADE>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="12%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">B.</TD>
     <TD WIDTH="85%"><P ALIGN="LEFT"> If you are an  Account-Based  Participant  the  provisions of this  paragraph B
                                    shall apply to you.</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="12%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="85%"><P ALIGN="LEFT">
                                    To provide  benefits to you which are equivalent to the benefits you would have
                                    received under the Pension Plan for the three (3) years  following your Date of
                                    Termination,  the Company shall pay you an amount equal to four percent (4%) of
                                    Compensation  (as  defined  in the  Pension  Plan  but  without  regard  to the
                                    limitations of Code  Section401(a)(17)  and including  amounts  deferred by you
                                    under any Praxair  compensation  deferral program) in effect for the year prior
                                    to the  Change  in  Control  or the  year  prior to your  Date of  Termination,
                                    whichever  is greater,  multiplied  by three (3).  Such amount shall be paid to
                                    you not later than the fifth (5th) day following the Date of Termination.</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(v) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> S<U>avings
Plan</U>. To provide benefits to you which are equivalent to the benefits you would have
received under the Savings Program for the three years following your Date of
Termination, the Company shall pay you an amount equal to five percent (5%) of
Compensation (as defined in the Savings Plan but without regard to the limitations
of Code Section 401(a)(17) and including amounts deferred by you under any Praxair
compensation deferral program) in effect for the year prior to the Change in Control,
or the year prior to your Date of Termination, whichever is greater, multiplied by
three (3). Such amount shall be paid to you not later than the fifth (5th) day
following the Date of Termination. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(vi) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Outplacement
Counseling</U>. The Company shall make available to you, at the Company's expense,
outplacement counseling. You may select the organization that will provide the
outplacement counseling, however, the Company's obligation to provide you benefits
under this subsection (vi) shall be limited to $35,000. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(vii) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Financial
Counseling</U>. The Company shall, within 30 days of the Date of Termination, make
available to you three individual financial counseling sessions, of at least two
hours each and at times and locations that are convenient to you, with a nationally
recognized financial counseling firm. The financial counseling firm may also
provide you with tax counseling and tax preparation services. You may select the
organization that will provide the financial and tax counseling, however, the
Company's obligation to provide you benefits under this subsection (vi) shall be
limited to $10,000. At the financial counseling sessions, the financial counseling
firm shall provide you with detailed financial advice that is tailored to your
particular personal and financial situation. The Company shall specify to you the
information regarding your personal and financial situation that you must provide
to the financial counseling firm in order for the firm to provide the
counseling services required by this Section 2(a)(vi). The Company shall take all
reasonable and appropriate measures to assure that the financial counseling firm
preserves the confidentiality of all information conveyed by you to the counseling
firm. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(viii) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Severance
Payment</U>. The Company shall pay as severance pay to you, not later than the fifth
(5th) day following the Date of Termination, a lump sum severance payment (the
&quot;Severance Payment&quot;) equal to three (3) times the sum of the following: </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">
                           (a) the  greater  of your  annual  base  compensation  which was  payable  to you by the
                           Company  immediately  prior to the Date of Termination and your annual base compensation
                           which was  payable  to you by the  Company  immediately  prior to a Change  in  Control,
                           whether or not such annual base  compensation  was  includible  in your gross income for
                           federal income tax purposes; plus</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">
                           (b) the  greater  of: (y) the amount of your target  variable  compensation  payment for
                           the year in which the  Change in  Control  occurs,  or if  higher,  in the year in which
                           your Date of  Termination  occurs,  or (z) an amount  that  bears the same ratio to your
                           annual  base  salary  in effect  immediately  prior to the Date of  Termination,  or, if
                           higher,  your annual base salary in effect  immediately  prior to the Change in Control,
                           as the  Incentive  Compensation  awarded to you during the three (3)  immediately  prior
                           Incentive  Compensation  Years  bears to your base salary for said three (3) prior years
                           (whether or not such award was  includible  in your gross income for federal  income tax
                           purposes); plus</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">
                           The  Severance  Payment  shall  not be  reduced  to the  extent  the  Company  could not
                           properly  deduct  amounts paid  pursuant to Paragraph  2a(i) through  2a(vii)  hereof or
                           otherwise pursuant to section 280G of the Code.</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(ix) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Payment
of Taxes</U>. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"></TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> (a)      For purposes of this  subparagraph  (viii),  the following terms shall have the
                           following meanings:</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="19%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(I)</TD>
     <TD WIDTH="78%"><P ALIGN="LEFT">       Payment   shall   mean  any   payment  or   distribution   (or
                                                     acceleration  of  benefits)  by the  Company  to or  for  your
                                                     benefit   (whether   paid  or   payable  or   distributed   or
                                                     distributable  (or accelerated)  pursuant to the terms of this
                                                     Agreement or otherwise,  but determined  without regard to any
                                                     additional  payments  required  under this  subsection  (ix)).
                                                     In addition,  Payment  shall mean the amount of income  deemed
                                                     to be received by you as a result of the  acceleration  of the
                                                     exercisability  of any of your  options to  purchase  stock of
                                                     the  Company  or  the   acceleration   of  the  lapse  of  any
                                                     restrictions on performance  stock or restricted  stock of the
                                                     Company  held by you or the  acceleration  of any payment from
                                                     any deferral plan of the Company.</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="19%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(II)</TD>
     <TD WIDTH="78%"><P ALIGN="LEFT">
                                         Excise Tax shall mean the excise tax  imposed by Section  4999
                                                     of the Code,  or any  interest  or  penalties  incurred by you
                                                     with respect to such excise tax.</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="19%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(III)</TD>
     <TD WIDTH="78%"><P ALIGN="LEFT">
                                           Income  Tax shall  mean all taxes  other  than the  Excise Tax
                                                     (including  any interest or penalties  imposed with respect to
                                                     such  taxes)  including,  without  limitation,  any income and
                                                     employment  taxes imposed by any federal  (including  (i) FICA
                                                     and medicare  taxes,  and (ii) the tax resulting from the loss
                                                     of any  federal  deductions  or  exemptions  which  would have
                                                     been  available  to you  but  for  receipt  of  the  Payment),
                                                     state, local, commonwealth or foreign government.</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"></TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">
                           (b)      In the event it shall be  determined  that a  Payment  would be  subject  to an
                           Excise Tax,  then you shall be entitled to receive an  additional  payment (a  "Gross-Up
                           Payment")  in an amount  such that  after  payment  by you of Income  Tax and Excise Tax
                           imposed upon the Gross-Up  Payment,  you retain an amount of the Gross-Up  Payment equal
                           to the Excise Tax imposed upon the Payment.</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"></TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">
                           (c)      All determinations required to be made under this subsection (viii),  including
                           whether  and when a  Gross-Up  Payment  is  required  and the  amount  of such  Gross-Up
                           Payment and the assumptions to be utilized in arriving at such  determination,  shall be
                           made by the public  accounting  or  actuarial  consulting  firm that is  retained by the
                           Company as of the date  immediately  prior to the Change in Control (the  "Firm")  which
                           shall provide  detailed  supporting  calculations  both to the Company and to you within
                           fifteen  (15)  business  days of the  receipt  of notice  from you that there has been a
                           Payment,  or such  earlier  time  as is  requested  by the  Company  (collectively,  the
                           "Determination").  In the event  that the Firm is  serving  as  accountant,  auditor  or
</P></TD>
</TR>
</TABLE>
<BR>

<P ALIGN="CENTER">8 </P>

<HR ALIGN=LEFT WIDTH=100% SIZE=1 NOSHADE>


<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"></TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">
                           consultant  for the  individual,  entity or group  affecting the Change in Control,  you
                           may  appoint  another  nationally  recognized  public  Firm to make  the  determinations
                           required  hereunder  (which Firm shall then be referred to as the Firm  hereunder).  All
                           fees and  expenses  of the Firm  shall be borne  solely  by the  Company.  Any  Gross-Up
                           Payment,  as  determined  pursuant  to  this  subsection  (viii),  shall  be paid by the
                           Company to you within ten (10) days of your  receipt of the  Determination.  If the Firm
                           determines  that no Excise Tax is payable by you,  you may  request  the Firm to furnish
                           you with a written  opinion  that  failure to report  the Excise Tax on your  applicable
                           federal  income  tax  return  would not  result in the  imposition  of a  negligence  or
                           similar  penalty.  The  Determination  by the Firm shall be binding upon the Company and
                           you. As a result of the  uncertainty  in the  application of Section 4999 of the Code at
                           the time of the  Determination,  it is possible  that Gross-Up  Payments  which will not
                           have been made by the Company should have been made  ("Underpayment"),  consistent  with
                           the  calculations  required  to be  made  hereunder.  In  the  event  that  the  Company
                           exhausts its remedies  pursuant to Section  (viii)(d) and you thereafter are required to
                           make  payment of any Excise Tax or Income Tax,  the Firm shall  determine  the amount of
                           the Underpayment that has occurred and any such  Underpayment  shall be promptly paid by
                           the Company to or for your benefit.</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"></TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">
                           (d)      You shall  notify the Company in writing of any claim by the  Internal  Revenue
                           Service  that, if  successful,  would require the payment by the Company of the Gross-Up
                           Payment or the  Underpayment.  Such  notification  shall be given as soon as practicable
                           but no later  than ten (10)  business  days  after you are  informed  in writing of such
                           claim and shall  apprise  the  Company of the nature of such claim and the date on which
                           such  claim  is  requested  to be  paid.  You  shall  not pay  such  claim  prior to the
                           expiration  of the 30-day  period  following  the date on which you give such  notice to
                           the Company (or such  shorter  period  ending on the date that any payment of taxes with
                           respect to such  claim is due).  If the  Company  notifies  you in writing  prior to the
                           expiration of such period that it desires to contest such claim, you shall:</P></TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="19%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(1)</TD>
     <TD WIDTH="78%"><P ALIGN="LEFT">
                                               give the Company any information  reasonably  requested by the
                                                     Company relating to such claim,</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="19%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(2)</TD>
     <TD WIDTH="78%"><P ALIGN="LEFT">
                                                 take such action in connection  with  contesting such claim as
                                                     the Company shall  reasonably  request in writing from time to
                                                     time,   including,   without   limitation,   accepting   legal
                                                     representation  with  respect  to such  claim  by an  attorney
                                                     reasonably selected by the Company,</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="19%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(3)</TD>
     <TD WIDTH="78%"><P ALIGN="LEFT">
                                             cooperate   with   the   Company   in  good   faith  in  order
                                                     effectively to contest such claim, and</P></TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="19%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(4)</TD>
     <TD WIDTH="78%"><P ALIGN="LEFT">                    permit the Company to participate  in any proceeding  relating
                                                     to such  claim;  provided,  however,  that the  Company  shall
                                                     bear  and pay  directly  all  costs  and  expenses  (including
                                                     additional  interest  and  penalties)  incurred in  connection
                                                     with such contest and shall  indemnify  and hold you harmless,
                                                     on an  after-tax  basis,  for any  Excise  Tax or  Income  Tax
                                                     imposed  as a result of such  representation  and  payment  of
                                                     costs  and  expenses.  Without  limitation  on  the  foregoing
                                                     provisions  of  this  Section  (viii)(d),  the  Company  shall
                                                     control  all   proceedings   taken  in  connection  with  such
                                                     contest  and,  at its sole  option,  may  pursue or forego any
                                                     and all  administrative  appeals,  proceedings,  hearings  and
                                                     conferences  with the  taxing  authority  in  respect  of such
                                                     claim and may, at its sole  option,  either  direct you to pay
                                                     the tax  claimed  and sue for a refund or contest the claim in
                                                     any  permissible  manner,  and you  agree  to  prosecute  such
                                                     contest  to  a   determination   before   any   administrative
                                                     tribunal,  in a court of  initial  jurisdiction  and in one or</P></TD>
</TR>
</TABLE>
<BR>

<P ALIGN="CENTER">9 </P>

<HR ALIGN=LEFT WIDTH=100% SIZE=1 NOSHADE>


<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="19%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"></TD>
     <TD WIDTH="78%"><P ALIGN="LEFT">
                                                     more  appellate   courts,  as  the  Company  shall  determine;
                                                     provided  further,  that  if the  Company  directs  you to pay
                                                     such claim and sue for a refund,  the  Company  shall  advance
                                                     the amount of such  payment to you on an  interest-free  basis
                                                     and shall  indemnify  and hold you  harmless,  on an after-tax
                                                     basis,  from  any  Excise  Tax  or  Income  Tax  imposed  with
                                                     respect  to  such  advance  or  with  respect  to any  imputed
                                                     income with respect to such  advance;  and  provided  further,
                                                     that any extension of the statute of  limitations  relating to
                                                     payment of taxes for your  taxable  year with respect to which
                                                     such  contested  amount is claimed to be due is limited solely
                                                     to  such   contested   amount.   Furthermore,   the  Company's
                                                     control  of the  contest  shall  be  limited  to  issues  with
                                                     respect  to  which  a  Gross-Up   Payment   would  be  payable
                                                     hereunder  and you shall be entitled to settle or contest,  as
                                                     the  case may be,  any  other  issue  raised  by the  Internal
                                                     Revenue Service or any other taxing authority.</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"></TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">
                           (e)      If, after the receipt by you of an amount  advanced by the Company  pursuant to
                           Section  (viii)(d),  you become  entitled  to  receive,  and  receive,  any refund  with
                           respect  to  such  claim,  you  shall  (subject  to the  Company's  complying  with  the
                           requirements  of  Section  (viii)(d))  promptly  pay to the  Company  the amount of such
                           refund  (together  with any interest  paid or credited  thereon  after taxes  applicable
                           thereto).  If,  after the receipt by you of an amount  advanced by the Company  pursuant
                           to Section  (viii)(d),  a  determination  is made that you shall not be  entitled to any
                           refund with  respect to such  claims and the  Company  does not notify you in writing of
                           its intent to contest  such  denial of refund  prior to the  expiration  of thirty  (30)
                           days after such  determination,  then such  advance  shall be forgiven  and shall not be
                           required  to be repaid and the  amount of such  advance  shall be offset,  to the extent
                           thereof, the amount of the Gross-Up Payment required to be paid.</P></TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">(x) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>No
Duty to Mitigate</U>. You shall not be required to mitigate the amount of any payment
provided for in this Paragraph 2 by seeking other employment or otherwise, nor shall
the amount of any payment or benefit hereunder be reduced by any compensation
earned by you as the result of employment by another employer or by retirement
benefits after the Date of Termination, provided, however, should you become
reemployed in a job which (a) offers medical plan benefits which are equal to or
greater than the medical plan benefits provided to you under subsection 2(a)(iii),
and (b) such medical plan benefits are offered to you at no cost, you shall no
longer be eligible to receive medical plan benefits under this Agreement. </P></TD>
</TR>
</TABLE>
<BR>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b.
<U>Payments While Disabled</U>. During any period prior to  the Date of Termination and
during the term of this Agreement that you are  unable to perform your full-time duties
with the Company, whether as a result of  your Total Disability or as a result of a
physical or mental disability that is  not total or is not permanent and therefore is not
a Total Disability, you shall  continue to receive your base salary at the rate in effect
at the commencement  of any such period, together with all other compensation and
benefits that are  payable or provided under the Company&#146;s benefit plans, including
its  disability plans. After the Date of Termination, your benefits shall be  determined
in accordance with the Company&#146;s Pension Program, insurance and  other applicable
programs. The compensation and benefits, other than salary,  payable or provided pursuant
to this Paragraph 2b shall be the greater of (x)  the amounts computed under the Pension
Program, disability benefit plans,  insurance and other applicable programs in effect
immediately prior to a Change  in Control and (y) the amounts computed under the Pension
Program, disability  benefit plans, insurance and other applicable programs in effect at
the time the  compensation and benefits are paid.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c.
<U>Payments if Terminated for Cause, or by You Except With  Good Reason</U>. If your
employment shall be terminated by the Company for Cause  or by you other than with Good
Reason for Resignation, the Company shall pay you  your full base salary and accrued
vacation pay then in effect through the Date  of </P>

<P ALIGN="CENTER">10 </P>

<HR ALIGN=LEFT WIDTH=100% SIZE=1 NOSHADE>


<P ALIGN="LEFT">Termination, at the rate in effect at  the time Notice of Termination is
given  plus any benefits or awards which have been  earned or become payable but which
have not yet been paid to you. You shall receive any  payment due under this  subsection
c. on your Date of Termination. Thereafter the Company  shall have no  further obligation
to you under this Agreement.  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d.<U>After Retirement or Death</U>. If your employment shall be terminated by your Retirement,
or by reason of your death, your benefits shall be determined in accordance with the
Company's retirement and insurance programs then in effect. </P>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">3. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Term
of Agreement</U>. This Agreement shall commence on the date hereof and shall
continue in effect through December 31, 2004; provided, however, that commencing
on January 1, 2005 and each January 1 thereafter, the term of this Agreement shall
automatically be extended for one additional year unless, not later than September
30 of the preceding year, the Company or you shall have given notice that it or you
do not wish to extend this Agreement. Notwithstanding any such notice by the Company
or you not to extend the Agreement, if a Change in Control shall have occurred: </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> (a) during the original or extended term of this Agreement or,</P></TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%"> </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">
                  (b) after this  Agreement  has been  terminated,  but within  twelve  months after such notice to
                  terminate the Agreement is given by the Company,
the attempted termination of the Agreement shall be deemed
ineffective and this Agreement shall continue in effect. In any event, the term
of this Agreement shall expire on the second (2nd) anniversary of the date of
the Change in Control. This Agreement shall terminate if your employment is
terminated by you or the Company prior to a Change in Control.</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">4. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Successors;
Binding Agreement</U>. </P></TD>
</TR>
</TABLE>
<BR>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a.
<U>Successors of the Company</U>. The Company will require  any Successor to all or
substantially all of the business and/or assets of the  Company to expressly assume and
agree, by an agreement in form and substance  satisfactory to you, to perform this
Agreement in the same manner and to the  same extent that the Company would be required
to perform it if no such  succession had taken place. Failure of the Company to obtain
such assent at  least five business days prior to the time a person becomes a Successor
(or  where the Company does not have at least five business days advance notice that  a
person may become a Successor, within three business days after having notice  that such
person may become or has become a Successor) shall constitute Good  Reason for
Resignation by you and, if a Change in Control has occurred or  thereafter occurs, shall
entitle you immediately to the benefits provided in  Paragraph 2a hereof upon delivery by
you of a Notice of Termination which the  Company, by executing this Agreement, hereby
assents to. For purposes of this  Agreement, &#147;Successor&#148; shall mean any person
that purchases all or  substantially all of the assets of the Company or the Surviving
Corporation (and  Parent Corporation, if applicable) or obtains or succeeds to, or has
the  practical ability to control (either immediately or with the passage of time),  the
Company&#146;s business directly, by merger or consolidation, or indirectly,  by purchase
of voting securities of the Company or by acquisition of rights to  vote voting
securities of the Company or otherwise, including but not limited to  any person or group
that acquires the beneficial ownership or voting rights  described in Paragraph 1a(ii).  </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b.
<U>Your Successor</U>. This Agreement shall inure to the  benefit of and be enforceable
by your personal or legal representatives,  executors, administrators, successors, heirs,
distributees, devises and  legatees. If you should die following your Date of Termination
while any amount  would still be payable to you hereunder if you had continued to live,
all such  amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or, if there  is no
such designee, to your estate.  </P>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">5. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Relationship
to Other Agreements</U>. To the extent that any provision of any other agreement between
the Company and you shall limit, qualify or be inconsistent with any provision of this
Agreement, then for purposes of this Agreement, while the same shall remain in force,
the provision of this Agreement shall control and such provision of such other
agreement shall be deemed to have been superseded, and to be of no force or effect, as
if such other agreement had been formally amended to the extent necessary to accomplish
such purpose. </P></TD>
</TR>
</TABLE>
<BR>


<P ALIGN="CENTER">11 </P>

<HR ALIGN=LEFT WIDTH=100% SIZE=1 NOSHADE>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">6. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Nature
of Payments</U>. All payments to you under this Agreement shall be considered either
payments in consideration of your continued service to the Company or severance
payments in consideration of your past service to the Company. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">7. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Validity</U>.
The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">8. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Counterparts</U>.
This Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same instrument. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">9. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Notice</U>.
Any purported termination of your employment by the Company or by you following a
Change in Control shall be communicated to the other party by a Notice of
Termination. A Notice of Termination shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of your
employment under the provision so indicated. For the purpose of this Agreement,
notices and all other communications provided for in the Agreement shall be in
writing and shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement, provided that
all notices to the Company shall be directed to the attention of the Board of
Praxair with a copy to the Secretary of Praxair or to such other address as either
party may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">10. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Fees
and Expenses</U>. Praxair shall pay all legal fees and related expenses incurred by you as
a result of your termination following a Change in Control or by you in seeking to
obtain or enforce any right or benefit provided by this Agreement (including all fees
and expenses, if any, incurred in contesting or disputing any such termination or
incurred by you in seeking advice in connection therewith). </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">11. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Survival</U>.
The respective obligations of, and benefits afforded to, the Company and you as
provided in Paragraphs 2, 4, 5, 6, 10 and 11 of this Agreement shall survive termination
of this Agreement. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">12. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Miscellaneous</U>.
No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by you and
such officer as may be specifically designated by the Board. No waiver by either
party hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have been
made by either party which are not expressly set forth in this Agreement. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">13. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Governing
Law</U>. The validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of Connecticut. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">14. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Amendment</U>.
No amendment to this Agreement shall be effective unless in writing and signed by
both you and the Company. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">15. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"> <U>Place
of Execution</U>. This Agreement shall be executed by you at the headquarters of the
Company in Danbury, Connecticut, USA. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT" WIDTH="9%"></TD>
     <TD ALIGN="LEFT" WIDTH="3%">16. </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"><U>Duplicate
Payments</U>. If the national laws of any country require any payments to you by  the
Company or any of its subsidiaries or affiliates as a result of your  termination due to
a Change in Control of the Company, the amount of any such  payment shall be deducted
from any payment due to you under this Agreement. It  is expressly stated as the Company&#146;s
intent under this Agreement that the  amount you receive from the Company as a result of
your termination due to a  Change in Control shall be limited to the amount calculated as
provided in this  Agreement. This paragraph does not limit your ability, without
offsetting  reductions to the Company&#146;s payment obligation, to receive government
payments for which you may be eligible as a result of the termination of your
employment.  </P></TD>
</TR>
</TABLE>
<BR>


<P ALIGN="CENTER">12 </P>


<HR ALIGN=LEFT WIDTH=100% SIZE=1 NOSHADE>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If this letter  sets
forth our agreement on the subject matter hereof, kindly sign and return to  the Company
the enclosed copy of this letter which will then constitute our  agreement on this
subject.  </P>



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<TR VALIGN="TOP">
     <TD WIDTH=40%></TD>
     <TD WIDTH=10%></TD>
     <TD WIDTH=50%></TD></TR>
<TR VALIGN="TOP">
     <TD>&nbsp;</TD>
     <TD></TD>
     <TD>Sincerely,</TD></TR>
<TR VALIGN="TOP">
     <TD>&nbsp;</TD>
     <TD></TD>
     <TD></TD></TR>
<TR VALIGN="TOP">
     <TD>&nbsp;</TD>
     <TD></TD>
     <TD>PRAXAIR, INC.</TD></TR>
<TR VALIGN="TOP">
     <TD>&nbsp;</TD>
     <TD></TD>
     <TD></TD></TR>
<TR VALIGN="TOP">
     <TD>&nbsp;</TD>
     <TD></TD>
     <TD></TD></TR>
<TR VALIGN="TOP">
     <TD></TD>
     <TD></TD>
     <TD>By:&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>Dennis H. Reilley
<BR>Chairman and Chief Executive Officer</TD></TR>
</TABLE>


<P ALIGN="CENTER">13 </P>

<HR ALIGN=LEFT WIDTH=100% SIZE=1 NOSHADE>


<P ALIGN="LEFT">Agreed to this <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> day<BR>
of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2003 </P>



<P ALIGN="LEFT">----------------------------------------------------- </P>





<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>


<P ALIGN="CENTER">14 </P>


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