Finance & Pension Committee Charter


The Finance & Pension Committee shall have responsibility for advice and counsel to management regarding oversight of the corporation's financial position and policies, financing activities, financial risk management policies and activities, and the ERISA-qualified, funded plans sponsored by the corporation. In discharging these responsibilities, the committee shall:

General Financial Oversight:


Periodically review and evaluate the corporation's capital structure, its financial position, balance sheet and cash flow, providing advice and counsel to management;


Monitor the corporation's debt portfolio, credit facilities, and requirements for short term and long term financing;


Review, approve, and recommend to the board, the amounts, timing, types and terms of public and private stock and debt issues;


Review and monitor the corporation's creditworthiness, including the debt ratings issued to the corporation's debt securities by the rating agencies;


Evaluate the appropriateness of the corporation's dividend policy and annually recommend to the board a dividend schedule and rate;


Periodically review the corporation's stock repurchase activities and plans and recommend to the board any stock repurchase programs deemed necessary or desirable by the committee;


Subject to the board's approved Schedule of the Limits of the CEO's Authority, approve and periodically review, financing transactions by and between subsidiaries and other affiliated companies, including off-balance sheet financings and special purpose entities;

Financial Risk Management


Review and evaluate periodically the corporation's foreign exchange and interest rate exposures and the results of the corporation's foreign exchange, interest rate, and derivatives hedging programs;


Review periodically the corporation's practices for managing insurable risks including levels and costs of purchased insurance, including directors' and officers' liability insurance;

ERISA-Qualified, Funded Benefit Plans ("Funded Plans")


Appoint individuals or administration and investment committees to (a) act as fiduciaries and/or administrators of the funded plans sponsored by the corporation, and (b) have authority to appoint and terminate trustees and investment managers, select investment options, establish funding policy, interpret and amend the plan, and such other responsibilities as the committee may determine;


Review at least annually the actuarial assumptions adopted with respect to, and funding status of, the corporation's defined benefit retirement programs funds, and their impact on the corporation's financial statements;


Review at least annually the investment performance of the funded plans' assets and the administration of the funded plans;



Perform other functions, within the scope of the foregoing, which the committee deems appropriate to undertake from time to time; and


Conduct an evaluation of the committee's performance and charter at least annually, and recommend to the board such committee charter changes as the committee deems appropriate.

The committee shall have the sole authority to retain finance, legal and other advisors, as it deems necessary for the fulfillment of its responsibilities.

The committee shall have the authority to designate, and delegate duties to, such standing and ad-hoc sub-committees as it deems necessary or desirable.

A majority of the members of the committee shall constitute a quorum for the transaction of business, subject to the provisions of Article II, Section 6 of the corporation's by-laws regarding the appointment of a substitute director to act in the place of any absent or disqualified committee member.

The vote of a majority of the members and substitute members present at any meeting at which a quorum is present shall be the act of the committee.

The committee chairman shall have the authority to call a special meeting of the committee whenever he or she deems such meeting necessary or desirable.

The chairman shall regularly make a report to the board regarding the committee's activities.

Adopted by Praxair's board of directors on January 28, 2003