THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Praxair, Inc. (PX)

3/21/2006 Proxy Information

G. Jackson Ratcliffe, Jr.'s son-in-law is employed by the Company and, during 2005, was a sourcing manager for the Company's Global Procurement and Materials Management function with cash compensation in the range of $100,000 to $120,000. Such non-executive employment does not violate the Board's independence standards for service on the Board and the Board has determined that such relationship does not otherwise impair Mr. Ratcliffe's ability to exercise independent judgment as a director.

3/10/2005 Proxy Information

G. Jackson Ratcliffe, Jr.'s son-in-law is employed by the Company and, during 2004, was a plant manager in the Company's Surface Technologies subsidiary with cash compensation in the range of $95,000 to $110,000. Such non-executive employment does not violate the Board's independence standards for service on the Board and the Board has determined that such relationship does not otherwise impair Mr. Ratcliffe's ability to exercise independent judgement as a director.

Acting through his wholly-owned Brazilian company, the brother-in-law of a Company Executive Officer, Domingos H. G. Bulus, sold to a Brazilian affiliate of White Martins Gases Industriais Ltda. ("White Martins", the Company's Brazilian subsidiary) high and low pressure industrial gases cylinders. The transaction amount was Reais200,000 (or $76,000 at an exchange rate of Reais2.63:US$1), priced on an arm's length basis and representing market value for the assets. The transaction was conducted under standard commercial terms. Under the facts and circumstances of the case, this transaction was deemed to not be a conflict of interest requiring a waiver under the Company's Compliance with Laws and Business Integrity and Ethics Policy.

Security Related Expenses:

For reasons of security and time management, the Board requires the Chief Executive Officer to use the Company's corporate aircraft (available for the Company's use through a time-share arrangement) for personal as well as business travel. The Committee considers this a Company benefit rather than a perquisite of employment and, therefore, has not included the value of this benefit in the Summary Compensation Table (Table 1). The aggregate incremental cost to the company for the CEO's personal use of the corporate aircraft in accordance with Board policy is: 2004, $162,050; 2003, $183,157; 2002, $96,905.

For reasons of security, Mr. Malfitano and his spouse had use of two company-paid cars and drivers while he served in Rio de Janiero as President of Praxair's Brazilian subsidiary in 2002 and 2003. The Committee considers this a company benefit rather than a perquisite of employment and, therefore, has not included the value of this benefit in the Summary Compensation Table (Table 1). The aggregate incremental cost to the company for the cars and drivers in Brazil is: 2004, none; 2003, $42,870; 2002, $73,718.

Club Memberships:

Three country club memberships are maintained by the Company for the purpose of business entertainment which memberships, by club rules, are in Mr. Reilley's name. By Company policy, reimbursement of club costs are authorized only when membership and use of the club facilities are judged to be important to the conduct of the Company's business. Mr. Reilley has not made personal use of these club memberships.

Financial Planning:

In each of the years reported in the Summary Compensation Table (Table 1), Messrs. Reilley, Angel, Malfitano and Fuchs each elected to receive Company-paid financial planning services. Except for Mr. Angel in 2003, the aggregate incremental cost to the Company for providing this benefit to an individual, in combination with other personal benefits and perquisites for that individual in a year, does not exceed $50,000.

Expenses Related to Mr. Malfitano's Services in Brazil:

During Mr. Malfitano's service in Brazil in 2002 and 2003, he had personal use of a company-paid club membership, and upon his relocation to the United States in 2003, he received some relocation benefits in excess of the standard relocation program applicable to employees generally. The aggregate incremental cost to the Company for these benefits does not exceed $50,000.

In 2003, Mr. Malfitano relocated from Brazil to the U.S. and was paid a lump sum of $240,000 which equated to a one year amount representative of the difference between Brazilian and U.S. taxes on his expected first year's pay in the U.S. This amount was less than Mr. Malfitano would have received under the Company's expatriate policy available to all salaried employees.

In 2002, as a consequence of his return to Brazil in 2001 from a U.S. assignment, Mr. Malfitano was paid to make up for the Brazilian FGTS (Brazilian equivalent of a funded severance) Company contributions not paid during his 1999-2000 U.S. service. The amount of this payment was $262,022 and was required by Brazilian law.

2003 and 2004 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.