2002 PRAXAIR, INC. LONG TERM INCENTIVE PLAN

Praxair, Inc. and Subsidiaries

Exhibit 10.01

Amended and Restated
As of February 24, 2004

Section 1. Purpose. The purpose of the 2002 Praxair, Inc. Long Term Incentive Plan (hereinafter referred to as the “Plan”) is to (a) advance the interests of Praxair, Inc. (the “Company”) and its stockholders by providing incentives and rewards to those employees who are in a position to contribute to the long term growth and profitability of the Company; (b) assist the Company and its subsidiaries and affiliates in attracting, retaining, and developing highly qualified employees for the successful conduct of their business; and (c) make the Company’s compensation program competitive with those of other major employers.

Section 2. Definitions.

               2.1 A “Change in Control of the Company” shall be deemed to occur if any of the following circumstances shall occur:

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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’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 “Non-Qualifying Transaction”); or

               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.

               2.2 “Code” means the Internal Revenue Code of 1986, as now or hereafter amended.

               2.3 “Committee” shall mean the Compensation and Management Development Committee of the Board of Directors of the Company or such other Committee appointed by the Board for the purpose of administering this Plan comprising two or more members of the Board who are “non-employee” directors within the meaning of Rule 16b-3 under the Exchange Act.

               2.4 “Disability” means a Participant’s inability to engage in any substantial gainful activity because of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of six months or longer.

               2.5 “Eligible Employee” means any employee of the Company or of a participating Subsidiary or Affiliate of the Company except those union-represented employees where no agreement has been reached with their collective bargaining representative for their participation in this Plan. No “Eligible Employee” shall be a member of the Committee.

               2.6 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

               2.7 “Executive Officer” shall mean an Executive Officer of the Company, as such term is defined within the meaning of the Exchange Act or for purposes of Section 16 of the Exchange Act.

               2.8 “Incentive Stock Option” means any stock option granted pursuant to this Plan which is designated as such by the Committee and which complies with Section 422 of the Code.

               2.9 “Market Price” is the mean of the high and low prices of the Common Stock of the Company as reported in the New York Stock Exchange-Composite Transactions on the date for which a Market Price is to be determined under this Plan (or on the next preceding day such Stock was traded on a stock exchange included in the New York Stock Exchange-Composite Transactions if it was not traded on any such exchange on such date).

               2.10 “Non-Qualified Stock Option” means any stock option granted pursuant to this Plan which is not an Incentive Stock Option.

               2.11 “Participant” shall mean an individual selected to participate in the Plan pursuant to Section 3.

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               2.12 “Performance Award” shall mean a payment pursuant to Section 8 herein.

               2.13 “Restricted Stock” means Stock of the Company subject to restrictions on the transfer of such Stock, conditions for forfeiture of such Stock, or any other limitations or restrictions as determined by the Committee.

               2.14 “Retirement” shall mean termination of employment with the Company or a Subsidiary or Affiliate, other than for cause, with the right to receive immediately a non- actuarially reduced pension under the Company’s Retirement Program; provided, however, that if the Participant is employed by a foreign affiliate of the Company and/or is not eligible to participate in the Company’s Retirement Program, “Retirement” shall mean termination of employment with the Company or a Subsidiary or Affiliate, other than for cause, after the Participant has (i) attained age 65; (ii) attained age 62 and completed at least 10 years of employment with the Company; or (iii) accumulated 85 points, where each year of the Participant’s age and each year of employment with the Company count for one point.

               2.15 “Stock” shall mean the Common Stock, $0.01 par value, of the Company.

               2.16 “Subsidiary” and “Affiliate” of the Company each shall mean any entity in which the Company has a 50% or greater ownership interest, directly or indirectly.

Section 3. Participation. The Participants in the Plan (“Participants”) shall be those Eligible Employees who are selected to participate in the Plan by the Committee. Any Eligible Employee, or each member of any group of Eligible Employees, to whom the Committee by resolution has granted an award (or as to whom the Committee has delegated to the Chief Executive Officer the right to allocate awards pursuant to Section 4) shall be deemed a Participant with respect to such award.

Section 4. Administration. The Plan shall be administered and interpreted by the Committee, which shall have sole authority to make rules and regulations for the administration of the Plan. The interpretations and decisions of the Committee with regard to the Plan shall be final and conclusive and binding upon all Participants. The Committee may request advice or assistance or employ such persons (including without limitation, legal counsel and accountants) as it deems necessary for the proper administration of the Plan. The Committee shall (i) determine the number and types of awards to be made under the Plan; (ii) select the awards to be made to Participants; (iii) set the exercise price, the number of options to be awarded, and the number of shares to be awarded out of the total number of shares available for award; (iv) delegate to the Chief Executive Officer of the Company the right to allocate awards among Eligible Employees who are not Executive Officers of the Company, such delegation to be subject to such terms and conditions as the Committee in its discretion shall determine; (v) establish administrative regulations to further the purpose of the Plan; and (vi) take any other action desirable or necessary to interpret, construe or implement properly the provisions of the Plan.

Section 5. Awards.

               5.1   Types of Awards . Awards under this Plan may be in any of the following forms (or a combination thereof) (i) stock option awards; (ii) grants of Stock or Restricted Stock; or (iii) Performance Awards. All awards shall be made pursuant to award agreements between the Participant and the Company. The agreements shall be in such form as the Committee approves from time to time.

               5.2   Maximum Amount Available. The total number of shares of Stock (including Restricted Stock, if any) optioned or granted under this Plan during the term of the Plan shall not exceed 15,800,000 shares. Solely for the purpose of computing the total number of shares of stock optioned or granted under this Plan, there shall not be counted (i) any shares which have been forfeited; (ii) any shares covered by an option which, prior to such computation, has terminated in accordance with its terms or has been cancelled by the Participant or the Company; and (iii) any shares otherwise deliverable

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to a Participant or his/her transferee upon exercise of an option, or upon the grant or vesting of a Stock Award (as defined in Section 7.1), which are withheld by the Company in order to satisfy tax withholding or exercise price obligations. In addition, there shall be credited to the number of authorized shares remaining for grant or option under this Plan, any share which is delivered to the Company by a Participant or his/her transferee in satisfaction of tax withholding or exercise payment obligations.

               5.3   Adjustment in the Event of Recapitalization, etc. In the event of any change in the outstanding shares of the Company by reason of any stock split, stock dividend, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change or in the event of any special distribution to the stockholders, the Committee shall make such equitable adjustments in the number of shares and prices per share applicable to options then outstanding and in the number of shares which are available thereafter for Stock Option Awards (as defined in Section 6.1) or other awards, both under the Plan as a whole and with respect to individuals and award type, as the Committee determines are necessary and appropriate. Any such adjustment shall be conclusive and binding for all purposes of the Plan.

Section 6. Stock Options.

               6.1   Award Types. The Company may award options to purchase the Common Stock of the Company (hereinafter referred to as “Stock Option Awards”) to such Participants as the Committee (or the Chief Executive Officer of the Company, if the Committee in its discretion delegates the right to allocate awards pursuant to Section 4) authorizes and under such terms as the Committee establishes. The Committee shall determine with respect to each Stock Option Award, and designate in the grant, whether a Participant is to receive an Incentive Stock Option or a Non-Qualified Stock Option.

               6.2   Per-Participant Limits. The maximum number of shares of Stock with respect to which Stock Option Awards may be granted under this Plan during any calendar year to any Participant is 1,000,000 except in the case of a multi-year grant, in which case the maximum number of shares for the Participant shall be 1,000,000 times the number of years during which the Participant is not to receive any additional grants of Stock Option Awards.

               6.3    Exercise Price. The exercise price of each share of Stock subject to a Stock Option Award shall be specified in the grant, but in no event shall the exercise price be less than the closing price of the Common Stock of the Company on the date the award is granted as reported in the New York Stock Exchange-Composite Transactions. If the Participant to whom an Incentive Stock Option is granted owns, at the time of the grant, more than ten percent (10%) of the combined voting power of the Participant’s employer or a parent or subsidiary of the employer, the exercise price of each share of Stock subject to such grant shall be not less than one hundred ten percent (110%) of the closing price described in the preceding sentence.

               6.4   Repricing. Without the prior approval of the Company’s shareholders, (a) the exercise price of any Stock Option Award granted pursuant to this Plan shall not be changed following the date of its grant, other than such equitable changes as may arise in connection with the adjustments permitted under Section 5.3 and no Stock Option Award may be cancelled and replaced with a new Stock Option Award with a lower exercise price where the economic effect would be the same as reducing the exercise price of the cancelled option.

         6.5  Transferability .

        (a) Stock Option Awards shall not be transferable by the Participant other than:

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designated beneficiary has pre-deceased the Participant), by will or the laws of descent and distribution (in which case the Company without liability to any other person, may rely on the directions of the executor or administrator of the Participant’s estate with respect to the disposition or exercise of such options);

        (b) Any transfer pursuant to this Section 6.5 shall be subject to the following:

        (c) Following transfer, any transferred Stock Option Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The events of death, Disability, Retirement and termination of employment with respect to an outstanding Stock Option Award shall be in relation to the original grantee Participant notwithstanding an earlier transfer of the Stock Option Award. Following such events, the Stock Option Award shall be exercisable by the transferee only to the extent and for the periods specified in Sections 6.7 and 6.8 hereof.

        6.6 Duration of Stock Option Awards. A Stock Option Award by its terms shall be of no more than ten (10) years’ duration, except that an Incentive Stock Option granted to a Participant who, at the time of the grant, owns Stock representing more than ten percent (10%) of the combined voting power of the Participant’s employer or a parent or subsidiary of the employer shall by its terms be of no more than five (5) years’ duration.

        6.7 Initial Vesting. A Stock Option Award by its terms shall be exercisable only after the earliest of:

In the event of the Participant’s Disability or Retirement or the termination by the Company of the Participant’s employment other than for cause, a Stock Option Award shall not be exercisable at the time of such event but shall become exercisable at the time specified in clauses (i), (ii) and (iii) above. Notwithstanding the foregoing, in the event of a Participant’s Retirement prior to the first anniversary

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date after the date of a Stock Option Award, such Stock Option Award shall not vest but shall be immediately forfeited.

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               6.8   Exercise Period. A Stock Option Award is only exercisable by a Participant (or, if the Stock Option Award has been duly transferred pursuant to Section 6.5, the transferee) while the Participant is in active employment with the Company, or its Subsidiary or Affiliate, except:

               In no event may a Stock Option Award be exercised after its expiration date.

               For purposes of this Plan, the employment of individuals employed by a Subsidiary or Affiliate of the Company shall be deemed to have been terminated by the Company at such time as the Company ceases to hold, either directly or indirectly, at least 50% of the total ownership interests of the entity.

               6.9    Manner of Exercise. A Stock Option Award may be exercised by the Participant (or, if the Stock Option Award has been duly transferred pursuant to Section 6.5, the transferee) with respect to part or all of the shares subject to the option by giving written notice to the Company or its designee of the exercise of the option according to such procedures as the Vice President, Human Resources may establish.

               6.10   Payment of Exercise Price. The exercise price for the shares for which an option is exercised shall be paid by the exerciser within ten (10) business days after the date of exercise and the terms of the Stock Option Award may provide that the exercise price may be paid:

               The Company shall establish procedures in connection with payments pursuant to (b), (c), (d), and (e) above, to ensure that the Plan does not become subject to variable accounting by virtue of such payment methods. The value of any share of Common Stock delivered or withheld in payment of the exercise price shall be its Market Price on the date the option is exercised.

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        6.11   Limits on Incentive Stock Options. The aggregate fair market value of all shares of Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant in any one calendar year, under this Plan or any other stock option plan maintained by the Company (or by any subsidiary or parent of the Company), shall not exceed $100,000. The fair market value of such shares of Stock shall be the mean of the high and low prices of the common Stock of the Company as reported in the New York Stock Exchange- Composite Transactions on the date the related Stock Option Award is granted (or on the next preceding day such Stock was traded on a stock exchange included in the New York Stock Exchange-Composite Transactions if it was not traded on any such exchange on the date the related stock option is granted).

        6.12    Payment of Taxes. To enable the Company to meet any applicable federal, state or local withholding tax requirements arising as a result of the exercise of a Stock Option Award, whether exercised by the Participant or his/her transferee, a Participant or the Participant’s estate shall pay to the Company the amount of tax to be withheld, or may elect to satisfy such obligation:

        (a) by delivering to the Company other shares of Common Stock of the Company owned by the Participant prior to exercising the option;

        (b) by making a payment to the Company consisting of a combination of cash and such shares of Common Stock; or

        (c) if the exerciser is the grantee Participant, by having the Company withhold shares that otherwise would be delivered to the Participant pursuant to the exercise of the option for which the tax is being withheld, provided that withholding by such method shall be limited to the minimum required applicable tax withholding.

        Such an election shall be made in such manner as may be prescribed by the Committee and the Committee shall have the right, in its discretion, to disapprove such election. Any such election must be made prior to the date to be used to determine the tax to be withheld and shall be irrevocable. The value of any share of Common Stock to be withheld by the Company or delivered to the Company pursuant to this Section 6.12 shall be the Market Price on the date used to determine the amount of tax to be withheld.

Section 7. Grants of Stock.

               7.1    Award Types. The Committee may grant, either alone or in addition to other awards granted under the Plan, shares of Stock or Restricted Stock (hereinafter referred to as a “Stock Award”) to such Participants as the Committee (or the Chief Executive Officer of the Company, if the Committee in its discretion delegates the right to allocate awards pursuant to Section 4) authorizes and under such terms as the Committee establishes. The Committee, in its discretion, may also make a cash payment to a Participant granted shares of Stock or Restricted Stock under the Plan to allow such Participant to satisfy tax obligations arising out of receipt of the Stock or Restricted Stock. Alternatively, the terms of the Stock or Restricted Stock grant may allow for the Participant to satisfy tax withholding obligations by the means set forth in Section 7.7.

               7.2   Aggregate and Individual Limits. Notwithstanding any provision in this Plan to the contrary, the combined number of shares granted under the Plan pursuant to Stock Awards or Performance Awards shall not exceed 20% of the maximum number of shares of Stock available for award under this Plan as provided in Sections 5.2 and 5.3. In addition, no more than 300,000 shares as a Stock Award shall be granted to one individual in a calendar year unless pursuant to a multi-year award. Grants of Stock other than Restricted Stock shall only be made in lieu of salary or cash bonus.

               7.3    Vesting Periods. A grant of Restricted Stock pursuant to this Section 7 shall be subject to a minimum vesting period of at least three (3) years, or such longer period as the Committee, in its sole

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discretion, may determine. Notwithstanding the foregoing, the Committee may grant shares of Restricted Stock with a vesting period of at least two (2) years, or such longer period as the Committee, in its sole discretion, may determine, so long as vesting is based on performance criteria.

               7.4   Rights as a Stockholder. The Participant shall have, with respect to Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares and the right to receive any dividends, unless the Committee shall otherwise determine.

               7.5   Transferability. Restricted Stock may not be sold or transferred by the Participant until any restrictions that have been established by the Committee have lapsed.

               7.6    Forfeiture. Upon a termination by the Participant or the Company, of the Participant’s employment for any reason during the period any restrictions are in effect, all Restricted Stock held by the Participant shall be forfeited without compensation to the Participant unless the Committee decides that it is in the best interest of the Company to permit individual exceptions.

               7.7   Payment of Taxes. To enable the Company to meet any applicable federal, state or local withholding tax requirements arising as a result of the grant or vesting of a Stock Award, the Participant shall pay the Company the amount of tax to be withheld or may elect to satisfy such obligation:

               8.1    Award Types. The Committee may grant, either alone or in addition to other awards granted under the Plan, awards of Stock and other awards that are valued in whole or in part by reference to, or are otherwise based on, the market value of the Common Stock, or other securities of the Company (“Performance Awards”) to such Participants as the Committee (or the Chief Executive Officer of the Company, if the Committee in its discretion delegates the right to allocate awards pursuant to Section 4) authorizes and under such terms as the Committee establishes. Performance Awards may be paid in Common Stock, Restricted Stock or other securities of the Company, cash or any other form of property as the Committee shall determine.

               8.2    Terms and Conditions of Awards. Performance Awards shall entitle the Participant to receive an award if the measures of performance established by the Committee are met. The measures of performance shall be established by the Committee in its absolute discretion except that the performance measurement period shall be a period of at least twelve (12) months. The Committee shall determine the times at which Performance Awards are to be made and all conditions of such awards.

               8.3    Aggregate and Individual Limits. Notwithstanding any provision in this Plan to the contrary, the combined number of shares granted under this Plan pursuant to Performance Awards or Stock Awards shall not exceed 20% of the maximum number of shares of Stock available for award under this Plan as provided in Sections 5.2 and 5.3. In addition, no more than 300,000 shares pursuant to any

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Performance Awards shall be granted to one individual in a calendar year unless pursuant to a multi-year award.

               8.4   Transferability. The Participant shall not be permitted to sell, assign, tra nsfer, pledge or otherwise encumber shares received pursuant to this Section 8 prior to the date on which any applicable restriction or performance period established by the Committee lapses.

               8.5   Payment of Taxes. To enable the Company to meet any applicable federal, state or local withholding tax requirements arising as a result of the vesting or payment of Performance Awards, a Participant shall pay the Company the amount of tax to be withheld or may elect to satisfy such obligation:

        Such an election shall be made prior to the date used to determine the tax to be withheld. The value of any share of Common Stock to be withheld by the Company or delivered to the Company pursuant to this Section 8.5 shall be the Market Price on the date used to determine the amount of tax to be withheld.

Section 9. General Provisions.

               9.1   Assignment. Subject to the provisions of Section 6.5, if applicable, any assignment or transfer of any awards without the written consent of the Company shall be null and void.

               9.2   No Trust. Nothing contained herein shall require the Company to segregate any monies from its general funds, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant for any year.

               9.3   No Right to Employment. Participation in this Plan shall not affect the Company’s right to discharge a Participant.

               9.4   Cancellation and Rescission of Awards.

Section 10. Amendment, Suspension, or Termination.

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               10.1   The Board of Directors may suspend, terminate, or amend the Plan, including, but not limited to, such amendments as may be necessary or desirable resulting from changes in the federal income tax laws and other applicable laws, but may not, without the affirmative vote of a majority of all votes duly cast on the matter at a meeting of the stockholders of the Company (provided that the total votes cast on the matter represent over 50% of the shares entitled to vote on the matter): (a) increase the total number of shares of Stock that may be optioned or granted under this Plan; (b) amend Section 6.4 with respect to re-pricing of Stock Option Awards; (c) change the eligibility requirements for participation in the Plan; or (d) adopt any other material revision to this Plan that would require the approval of the stockholders under the rules promulgated by the New York Stock Exchange.

               10.2   It is the Company’s intent that the Plan comply in all respects with Rule 16b-3 under the Exchange Act and any related regulations. If any provision of this Plan is later found not to be in compliance with such Rule and regulations, the provisions shall be deemed null and void. All grants to, and exercises of options by Executive Officers under this Plan shall be executed in accordance with the requirements of Section 16 of the Exchange Act and regulations promulgated thereunder.

Section 11. Governing Law.

        The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Connecticut and applicable federal law.

Section 12. Effective Date and Duration of the Plan.

        This Plan shall be effective as of January 1, 2002. No award shall be granted under this Plan on or after January 1, 2012.

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EXECUTIVE SEVERANCE COMPENSATION AGREEMENT

Praxair, Inc. and Subsidiaries

Exhibit 10.02

December 5, 2003

NAME
ADDRESS

Dear Mr.    :

        The Board of Directors (the “Board”) of Praxair, Inc. (“Praxair”) 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 “Company”).

        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’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.

        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 (“Agreement”) in the event your employment with the Company is terminated subsequent to a Change in Control under the circumstances described below.

        1. Definitions .

                     a." Change in Control " means the occurrence of any one of the following events with respect to Praxair:

                     b. " Code " shall mean the Internal Revenue Code of 1986, as amended.

                     c. " Date of Termination " shall mean

               d. " Good Reason for Resignation " shall mean, without your express written consent, any of the following:

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               e. "Incentive Compensation Award" shall mean payment or payments under Incentive Compensation Plans.

               f. “ Incentive Compensation Plans ” 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.

               g. " Notice of Termination " shall mean a written notice as provided in Paragraph 10 hereof.

               h. " Pension Plan " shall mean the Praxair Pension Plan, as it may be amended prior to a Change in Control.

               i. " Pension Program " shall mean the Pension Plan plus any excess or supplemental pension plans maintained by the Company.

               j. " Account-Based Participant " shall mean a participant in the Pension Plan accruing an Account-Based benefit under the Pension Plan.

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               k. " Traditional-Design Participant " shall mean a participant in the Pension Plan accruing a benefit under the Pension Plan other than an Account-Based benefit.

               l. “ Retirement ” 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.

               m. “ Termination for Cause ” 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.

        For purposes of this Paragraph 1m, no act, or failure to act, on your part shall be deemed “willful” 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.

               n. “ Total Disability ” 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 “regular and appropriate care” of a physician. “Regular and Appropriate Care” 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.

        2. Compensation Upon Termination . Following a Change in Control, you shall be entitled to the following benefits:

               a. Termination Benefits . 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:

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               b. Payments While Disabled . 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’s benefit plans, including its disability plans. After the Date of Termination, your benefits shall be determined in accordance with the Company’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.

               c. Payments if Terminated for Cause, or by You Except With Good Reason . 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

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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.

               d. After Retirement or Death . 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.

               a. Successors of the Company . 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, “Successor” 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’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).

               b. Your Successor . 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.

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        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.

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Agreed to this         day
of          , 2003

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THE PRAXAIR, INC.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

Praxair, Inc. and Subsidiaries

Exhibit 10.04

Amended and Restated
As of December 15, 2003

        The 1995 Stock Option Plan for Non-Employee Directors (the “Plan”) is established to attract, retain and compensate highly qualified individuals, who are not employees of Praxair, Inc. (the “Company”) or any of its subsidiaries or affiliates for service as members of the Company’s Board of Directors (“Non-Employee Directors”) and to provide them with an ownership interest in the Company’s common stock. The Plan will be beneficial to the Company and its stockholders by allowing these Non-Employee Directors to have a personal financial stake in the Company through an ownership interest in the Company’s common stock, in addition to underscoring their common interest with stockholders in increasing the value of the Company’s stock over the long term.

        The Plan shall be effective as of February 21, 1995, subject to the approval of the Plan by the holders of at least a majority of the outstanding shares of Company common stock present, or represented, and entitled to vote at the 1995 Annual Meeting of Stockholders. Grants of options may be made under the Plan on and after its effective date, subject to stockholder approval of the Plan as provided above. In the event such approval is not obtained, any options granted under the Plan shall be null and void.

        The Plan shall be administered by the Governance and Nominating Committee of the Company’s Board of Directors (the “Committee”). Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make, or delegate to the Corporate Secretary or other officer the authority to make, all other determinations necessary or advisable for the administration of the Plan; provided, however, that the Committee shall have no discretion with respect to the eligibility or selection of Non-Employee Directors to receive options under the Plan, the number of shares of stock subject to any such options or the Plan, or the purchase price thereunder; and provided further, that the Committee shall not have the authority to take any action or make any determination that would materially increase the benefits accruing to participants under the Plan. The Committee’s interpretation of the Plan, and all actions taken and determinations made by the Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding upon all parties concerned including the Company, its stockholders and persons or entities to whom options have been granted or transferred under the Plan. The Corporate Secretary of the Company shall be authorized to implement the Plan in accordance with its terms and to take or cause to be taken such actions of a ministerial nature as shall be necessary to effectuate the intent and purposes thereof; including, among other actions, the establishment of administrative procedures and rules for the exercise of options, the payment of option price and tax withholding obligations, the designation of beneficiaries, the transfer of options and the administration of transferred options.

        All Non-Employee Directors in service on the grant date (as hereinafter defined) shall be eligible to receive grants hereunder.

        Former Non-Employee Directors who have been granted stock options under this Plan and all Non-Employee Directors so long as they are in such service are hereinafter referred to collectively as “Participants” in the Plan.

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        A person or entity to whom options granted under this Plan have been assigned or transferred pursuant to Article 10(b) herein is hereinafter referred to as a “Transferee”; such term to include a grantee’s or transferee’s estate and persons or entities holding an option as a beneficiary of a grantee or as a distributee of a grantee’s estate.

        Only non-qualified stock options (“options”) may be granted under this Plan.

               (a) Option Grant Dates. Options to purchase 5,000 shares of the Company’s Common Stock (as adjusted pursuant to Section 9) shall be automatically granted on an annual basis to each eligible Non-Employee Director on April 1st (or the first succeeding business day thereafter on which the Company’s common stock is traded on the principal securities exchange on which it is listed) of each year, except for the first year in which case options shall be granted on February 21, 1995.

               (b) Exercise Price. The exercise price per share of stock for which each option is exercisable shall be 100% of the closing price of the Company’s common stock on the date the option is granted, as reported on the New York Stock Exchange — Composite Transactions.

               (c) Exercisability and Term of Options. Each option granted under the Plan shall become exercisable on the second anniversary of its date of grant. Each option granted under the Plan shall expire ten years from the date of grant, and shall be subject to earlier termination as hereinafter provided.

               (d) Termination of Service. In the event of the termination of service on the Board by the grantee of any option by reason of voluntary resignation (other than for disability or mandatory retirement) or failure, as a nominee, to be elected at an Annual Meeting of Shareholders, the then outstanding options held by such grantee and such grantee’s Transferees shall be exercisable on their stated exercisable dates and shall expire three years after such termination, or on their stated expiration dates, whichever occurs first. In the case of removal of a grantee for cause, the then outstanding options held by such grantee and such grantee’s Transferees shall be exercisable only to the extent that they were exercisable on the date of such removal and shall expire six months after such removal or on their stated expiration dates, whichever occurs first. Such options that are not exercisable on the date of such removal shall be forfeited.

               (e) Retirement . In the event of termination of service of a grantee by reason of mandatory retirement pursuant to Board policy, the then outstanding options held by such grantee and such grantee’s Transferees shall be exercisable on their stated exercisable dates and shall expire on their stated expiration dates. In the case of retirement of a grantee prior to the retirement date required by mandatory Board policy, all outstanding options held by such grantee and such grantee’s Transferees on the retirement date shall be exercisable on their stated exercisable dates and shall expire three years after the retirement date, or on their stated expiration dates, whichever occurs first.

               (f) Disability . In the event of termination of service of a grantee by reason of disability (as defined herein), the then outstanding options held by such grantee and such grantee’s Transferees shall be exercisable on their stated exercisable dates and shall expire on their stated expiration dates. “Disability” as used herein shall mean a grantee’s inability to engage in any substantial gainful activity because of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of six months or longer.

               (g) Death. In the event of a grantee’s death, each of the then outstanding options held by such grantee and such grantee’s Transferees shall become immediately exercisable. Options held by a grantee at the time of his/her death shall be exercisable by the grantee’s designated beneficiary, if any and if alive, by the executor or administrator of the grantee’s estate before distribution to the grantee’s heirs by will or the laws of descent and distribution, or by the distributee(s) of such options by will or the laws of descent and distribution. Any such option shall be so exercisable at any time until the expiration date of the option (as such date may have been adjusted pursuant to Sections 6(d)or 6(e)). A grantee may designate a beneficiary for an option in accordance with procedures established by the Corporate Secretary, however such beneficiary designation shall not be binding on grantee’s

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        Transferee with respect to any option that has been transferred before the grantee’s death. In the event of the death of a Transferee, any outstanding option then held by the Transferee shall become immediately exercisable, and shall be exercisable only by the executor or administrator of such Transferee’s estate at any time until the expiration date of the option (as such date may have been adjusted pursuant to Sections 6(d) or 6(e)).

               (h) Change in Control . In the event of a Change in Control of the Company (as defined herein), all of the then outstanding options held by a grantee and such grantee’s Transferees shall become immediately exercisable on the date the Change in Control has been deemed to have occurred and shall expire on the earlier of their stated expiration dates or three years after any termination of service of such grantee, other than by reason of mandatory retirement, disability, death or removal for cause (in which cases the expiration provisions of this Plan associated with those events shall apply), which occurs after said Change in Control. “Change in Control” as used herein shall have the meaning set forth in Section 14 herein.

               (a) Exercise . An option may be exercised by its holder with respect to part or all of the shares subject to the option by giving written notice to the Company of the exercise of the option. The option price for the shares for which an option is exercised shall be paid by the exercisor on or within ten business days after the date of exercise in cash, in whole shares of common stock of the Company owned by the exercisor prior to exercising the option, or in a combination of cash and such shares of common stock. If the exercisor is a Participant, the Participant may elect to satisfy the option price obligation by requesting that the Company withhold a number of shares that would be otherwise issuable pursuant to the exercise having an aggregate value equal to the option price obligation. Such request shall be accompanied by a form approved by the Corporate Secretary and executed by the Participant attesting that the Participant owns, as of the date of exercise, an equal number of shares of the Company’s common stock and has held such number of shares continuously for at least six (6) months prior to the date of exercise. The value of any share of common stock delivered or withheld in payment of the option price shall be the mean of the high and low prices of the stock as reported in the New York Stock Exchange — Composite Transactions on the date the option is exercised.

               (b) Payment of Tax Withholding . To enable the Company to meet any applicable federal, state or local withholding tax requirements arising as a result of the exercise of a stock option, whether by the grantee or by such grantee’s Transferee, the grantee or grantee’s estate shall pay the Company the amount of tax to be withheld, if any, or may elect to satisfy such obligation by delivering to the Company shares of the Company’s common stock owned by the grantee prior to exercising the option, or by making a payment to the Company consisting of a combination of cash and such shares of common stock. If the exercisor is a Participant, the Participant may elect to satisfy the tax obligation by requesting that the Company withhold a number of shares that would be otherwise issuable pursuant to the exercise having an aggregate value equal to the tax obligation. The value of any share of common stock delivered to the Company or withheld in payment of the tax obligation shall be the mean of the high and low prices of the stock as reported in the New York Stock Exchange — Composite Transactions on the date used to determine the amount of tax to be withheld. The Company reserves the right to delay completion of any exercise of an option until the applicable withholding tax has been paid.

               The shares that may be purchased pursuant to options under the Plan shall not exceed an aggregate of 500,000 shares of Company Common Stock (as adjusted pursuant to Section 9). Any shares subject to an option which for any reason expires or is terminated unexercised as to such shares shall again be available for issuance under the Plan.

               In the event of any change in the outstanding shares of Company stock by reason of any stock split, stock dividend, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change, such equitable adjustments shall be made in the Plan and the grants thereunder, including the exercise price of

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outstanding options, as the Committee determines are necessary or appropriate, including, if necessary, any adjustments in the maximum number of shares referred to in Section 8 of the Plan. Such adjustment shall be conclusive and binding for all purposes of the Plan.

               (a) Rights as Stockholder. A grantee or Transferee shall have no rights as a holder of Company common stock with respect to options granted hereunder, unless and until certificates for shares of such stock are issued to the grantee or Transferee, or such shares are credited to the grantee’s or Transferee’s Dividend Reinvestment and Stock Purchase Plan Account.

               (b) Assignment or Transfer. No options granted under the Plan or any rights or interests therein shall be assignable or transferable other than:

(1) In the case of the grantee’s death, pursuant to the beneficiary designation then on file with the Company, or, in the absence of such a beneficiary designation(or if the designated beneficiary has predeceased the grantee), by will or the laws of descent or distribution (in which case, the Company, without liability to any other person, may rely on the directions of the executor or administrator of the grantee’s estate with respect to the disposition or exercise of such options); or

(2) For all options granted hereunder on or after October 21, 1997, and, if the Committee approves, for options granted earlier: By the grantee, in whole or parts to

           (i) the grantee's spouse, children(including by adoption), stepchildren or grandchildren ("Immediate Family Members"),  
           (ii) a trust for the exclusive benefit of such Immediate Family Members,
           (iii) a partnership in which such Immediate Family Members are the only partners, or
           (iv) such other persons or entities as the Committee may approve on a case-by-case basis;

so long as such transfer under this Article 10(b)(2) does not cause the total number of shares included in all unexpired, unexercised options held by the grantee’s Transferees to exceed the total number of shares included in all unexpired, unexercised options held by the grantee; or

(3) In the case of a Transferee’s death, to his/her estate without rights to further distribution.

               (c) Transfer of Options . Any transfer of an option pursuant to Article 10(b) herein is subject to acceptance by the Company and shall be effected according to such procedures as the Corporate Secretary may establish.

               (d) Agreements. All options granted under the Plan shall be evidenced by agreements in such form and containing such terms and conditions (not inconsistent with the Plan) as the Corporate Secretary may adopt.

               (e) Compliance with Regulations. During the term of the Plan and the term of any options granted under the Plan, the Company shall at all times reserve and keep available such number of shares as may be issuable under the Plan, and shall seek to obtain from any regulatory body having jurisdiction any requisite authority required in the opinion of counsel for the Company in order to grant or transfer options to purchase shares of Company common stock or to issue such stock pursuant thereto. If, in the opinion of counsel for the Company, the transfer, issue or sale of any options or shares of its stock under the Plan shall not be lawful for any reason, including the inability of the Company to obtain from any regulatory body having jurisdiction authority deemed by such counsel to be necessary to such transfer, issuance or sale, the Company shall not be obligated to transfer, issue or sell any such options or shares. In any event, the Company shall not be obligated to transfer, issue or sell any options or shares to any Participant or Transferee unless a registration statement which complies with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), is in effect at the time with respect to such options or shares or other appropriate action has been taken under and pursuant to the terms and provisions of the Securities Act, or the Company receives evidence satisfactory to the Committee that the transfer, issuance or sale of such options or shares, in the absence of an effective registration statement or other appropriate action, would not constitute a violation of the terms and provisions of the Securities Act.

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               (f) Costs and Expenses. The costs and expenses of administering the Plan shall be borne by the Company and not charged to any option or to any Participant or Transferee.

               (a) Amendments. The Board of Directors of Praxair, Inc. may from time to time amend the Plan in whole or in part; provided that no such action shall adversely affect any rights or obligations with respect to any options theretofore granted under the Plan.

               Unless the holders of at least a majority of the outstanding shares of Company common stock present, or represented, and entitled to vote at a meeting of stockholders shall have first approved thereof, no amendment of the Plan shall be effective which would (i) materially increase the maximum number of shares which may be issued under the Plan, or (ii) materially increase the benefits accruing to Participants under the Plan, or (iii) materially modify the requirements as to eligibility for participation in the Plan.

               With the consent of the grantee, the Committee may direct the Corporate Secretary to amend any outstanding agreement evidencing options granted to such grantee under the Plan, whether held by grantee or by his/her Transferee, so long as such amendment is not inconsistent with the terms of the Plan. No such consent shall be required from grantees for amendments pursuant to Article 10(b)(2) herein relating to the transferability of options granted before October 21, 1997. No such consent shall be required from a Transferee with respect to amendments of any kind to options held by such Transferee, so long as grantee has provided such consent.

               (b) Termination. The Committee may terminate the Plan (but not any options theretofore granted under the Plan) at any time. The Plan (but not any options theretofore granted under the Plan) shall in any event terminate on, and no options shall be granted after, December 31, 2005.

        It is the Company’s intent that the Plan comply in all respects with Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any related regulations. If any provision of this Plan is later found not to be in compliance with such Rule and regulations, the provision shall be deemed null and void. All grants, transfers and exercises of options under this Plan shall be executed in accordance with the requirements of Section 16 of the Exchange Act and regulations promulgated thereunder.

               The validity and construction of the Plan and any agreements entered into thereunder shall be governed by the laws of the State of Connecticut.

               A “Change in Control” shall be deemed to occur in the event, and on the first date, that any of the following circumstances have occurred (as used herein, “Board” shall refer to the Board of Directors of Praxair, Inc.):

                             (i) individuals who, on October 22, 1996, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to October 22, 1996, 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; provided, however, that no individual elected or nominated as a director of the Company initially as a result of an actual or threatened election contest

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        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;

                             (ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (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’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, 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 Company or Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii));

                             (iii) the consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), 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 “Surviving Company”), 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 Company (the “Parent Company”), 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 Company or the Parent Company), 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 Company (or, if there is no Parent Company, the Surviving Company) and (C) at least a majority of the members of the board of directors of the Parent Company (or, if there is no Parent Company, the Surviving Company) were Incumbent Directors at the time of the Board’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 “Non-Qualifying Transaction”); or

                             (iv) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or a sale of all or substantially all of the Company’s assets.

               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.

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PRAXAIR, INC.
DIRECTOR’S FEES DEFERRAL PLAN

Praxair, Inc. and Subsidiaries

Exhibit 10.06

Amended and Restated
As of January 1, 2004

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Section 1. Purpose, Participation

        (a) Purpose: The purpose of this Director’s Fees Deferral Plan (the “Plan”) is to enable Praxair, Inc. (the “Corporation”) to attract and retain Directors of outstanding ability by providing them with a mechanism to defer and accumulate Director’s fees, meaning (1) the retainer, (2) fees for attendance at meetings of the Board of Directors and Board committees of the Corporation, (3) fees for additional or special services as Directors and (4) other compensatory payments made to Directors by the Corporation in connection with their service as Directors.

        (b) Participation: This Plan extends to Directors of the Corporation not employed by the Corporation or any subsidiary.

Section 2. Payment of Deferred Amounts

        (a) Deferral Election : At any time prior to the beginning of a calendar year, a Director may elect that all or any specified portion of the Director’s fees to be earned during such calendar year be credited to a Director’s Cash Account and/or a Director’s Stock Unit Account maintained on such Director’s behalf in lieu of payment (a “Deferral Election”). A Director may also make a Deferral Election during the 30 days following the date on which a Director first becomes eligible to receive Director’s fees, although any Deferral Election made pursuant to this sentence will apply only to all or any specified portion of the Director’s fees earned thereafter. Each Deferral Election must be submitted to the Secretary of the Corporation in writing, and will be deemed to authorize deferral to only a Director’s Cash Account except to the extent deferral to a Director’s Stock Unit Account is expressly specified.

        (b) Effect of Deferral Election : Pursuant to such Deferral Election, the Corporation (i) will not pay the Director’s fees covered thereby and (ii) will make payments in accordance with the Deferral Election and this Section 2.

        (c) Payment Commencement Event . At the time of making the Deferral Election, a Director will designate as a “Payment Commencement Event” either ( 1 ) the termination of the Director’s service as a Director of the Corporation (or any successor) or ( 2 ) the Director’s attainment of an age, not to exceed 75, specified by the Director. A Director may also elect that, notwithstanding any other election made by him pursuant to this Section 2, in the event that the Director terminates service as a Director of the Corporation within one year following a “Change of Control” (as defined in Section 5(h)), the Payment Commencement Event for payments from a deferral account will be the termination of the Director’s service as a Director.

        (d) Payment . Payment of amounts deferred pursuant to the Deferral Election will commence on the last business day of the calendar quarter in which the Payment Commencement Event (either as originally designated or as deferred pursuant to clause ( 1 ) of Section 2(e)) occurs. Payments from a deferral account will be made in a lump sum (in cash or stock as provided in this Plan) unless a timely election of an installment payment schedule pursuant to clause ( 2 ) of Section 2(e) has been made.

        (e) Additional Deferrals . A Director may also (1) elect to defer the Payment Commencement Event to a later date specified by the Director (but not later than attainment of age 75), and/or ( 2 ), for Payment Commencement Events other than a Change of Control, elect that (i) payment from the Director’s Cash Account be made in a number of approximately equal annual cash installments, and/or (ii) payment from the Director’s Stock Unit Account be made in a number of annual installments, each of an approximately equal number of Stock Units. Such installment payments shall be made over a period of time specified by the Director, but not to exceed 15 years. Such elections may be made at any time until 12 months before the Payment Commencement Event designated pursuant to Section 2(c). Each such election must be submitted to the Secretary of the Corporation in writing. A Director may make no more than one election pursuant to clause ( 1 ) in any calendar year. An election of an installment payment schedule pursuant to clause ( 2 ) is irrevocable except as provided in Section 2(g).

        (f) Renewal of Elections . Once a Deferral Election and designation of a Payment Commencement Event has been made, it will be automatically applied to Director’s fees earned in all subsequent calendar years unless the Director changes or revokes either such election or designation. Each such change or revocation must be submitted to the Secretary of the Corporation in writing. However, except as provided in Section 2(e), each Deferral Election and designation of Payment Commencement Event is irrevocable as to Director’s fees earned prior to the calendar year next following any change or revocation.

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        (g) Renewal of Installment Election . An election of an installment payment schedule will automatically apply to amounts credited to a deferral account in each succeeding calendar year unless, prior to the commencement of such calendar year, the Director elects to change or revoke such installment payment schedule election, in which case his/her new election will control only with respect to amounts credited during calendar years following such new election.

        (h) Disability . In the event a Director becomes disabled, the payment commencement date and/or payment schedule with respect to a balance in a deferral account may be accelerated by the Plan Committee, in its sole discretion. ‘Disabled’ means unable to engage in any substantial gainful activity because of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of six (6) months or longer.

        (i) Death . A Director may designate a beneficiary (and change such beneficiary, from time to time) for payment of any balance of the deferral account at the Director’s death. Upon a Director’s death, any balance in the deferral account (including amounts credited to such account as specified in Section 3(b) and Section 4(b)) will be paid to the deceased Director’s beneficiary at the end of the first calendar quarter which ends at least 30 days after the Director dies. If no beneficiary has been designated, the Director’s estate will be deemed the beneficiary, and any payments pursuant to this Section 2( i ) will be paid, either at the end of the first calendar quarter which ends at least 30 days after appointment of the deceased Director’s legal representative, or such earlier date as may be determined by the Plan Committee, in its sole discretion.

        (j) Mandatory Deferrals . The Board of Directors may, from time to time, determine that certain payments made to Directors shall be mandatorily deferred under this Plan. If, in conjunction with such determination, the Board specifies the deferral account(s) to which such payment shall be credited or the Payment Commencement Event applicable to such deferral, then such specifications shall be applied to the deferral as if the recipient Director had made a timely Deferral Election with respect to such payment under Section 2(a) and had designated a Payment Commencement Event under Section 2(c). With respect to any such mandatory deferral, the Board may also specify restrictions on changes or revocations of Deferral Elections (or deemed Deferral Elections) and Payment Commencement Event designations under Section 2(f), in which event Section 2(f) shall be inoperative as to such mandatory deferral to the extent of the specified restrictions.

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Section 3. Credits and Debits to Director’s Cash Account

        (a) Principal . The Corporation will create and maintain on its books a Director’s Cash Account for each Director who has made a Deferral Election to such an account under Section 2(a). The Corporation will credit to such account the amount of any Director’s fee which would have been paid to the Director but for such Deferral Election, as of the date the fee would have otherwise been payable.

        (b) Interest . At the end of each calendar quarter, regardless of whether any other credits are then made to the Director’s Cash Account or whether the Director is then a Director, the Corporation will also credit to the Director’s Cash Account a sum which is equal to the product of ( i ) the average daily balance in the Director’s Cash Account for the quarter (without regard to any debits made at the end of such quarter), times (ii) one-fourth of the annual Base Rate (prime rate) for corporate borrowers quoted by J. P. Morgan Chase (or any successor thereto) of New York as of the first business day of the quarter.

        (c) Debits . At the end of each calendar quarter, the Corporation will make a payment if required under the payment schedule for such Director’s Cash Account and will debit the Director’s Cash Account for the amount thereof. Payment with respect to a Director’s Cash Account will be in cash only.

        (d) Mid-quarter Payments . If Payment is to be made other than at the end of a calendar quarter in accordance with a determination pursuant to Section 2(h) or to Section 2(i), prior to such payment, the Corporation will credit to the Director’s Cash Account an amount equal to the product of ( i ) the average daily balance In the Director’s Cash Account for the period from the beginning of the calendar quarter to the date of payment (without regard to any debits to be made upon such payment), times ( ii ) a fraction of the annual Base Rate (prime rate) for corporate borrowers quoted by J. P. Morgan Chase (or any successor thereto) as of the first business day of the quarter, the numerator of which is the number of days in the period described in clause ( i ), and the denominator of which is 365.

Section 4. Credits and Debits to Director’s Stock Unit Account

        (a) Stock Units . The Corporation will create and maintain on its books a Director’s Stock Unit Account for each Director who has made a Deferral Election under Section 2(a) and expressly specifies deferral to such an account. The Corporation will credit to such account the number of Stock Units equal to the number of shares of the Corporation’s common stock that could be purchased with the amount of any Director’s fee which would have been paid to the Director but for such Deferral Election, as of the date the fee would have otherwise been

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payable. The number of Stock Units will be calculated to three decimals by dividing the amount of the Director’s fee as to which a Director’s Stock Unit Account Deferral Election was made by the closing price of the Corporation’s common stock as reported on the New York Stock Exchange as of the date the fee would have otherwise been payable.

        (b) Dividends . As of the date any dividend is paid to holders of shares of the Corporation’s common stock, each Director’s Stock Unit Account, regardless of whether the Director is then a Director, will be credited with additional Stock Units equal to the number of shares of the Corporation’s common stock that could have been purchased with the amount which would have been paid as dividends on that number of shares (including fractions of a share to three decimals) of the Corporation’s common stock equal to the number of Stock Units attributed to such Director’s Stock Account as of the record date applicable to such dividend. The number of additional Stock Units to be credited will be calculated to three decimals by dividing the amount which would have been paid as dividends by the closing price of the Corporation’s common stock as reported on the New York Stock Exchange as of the date the dividend would have been paid. In the case of dividends paid in property other than cash, the amount of the dividend shall be deemed to be the fair market value of the property at the time of the payment of the dividend, as determined in good faith by the Plan Committee.

        (c) Debits and Calculation of Payments . The Corporation will debit the Director’s Stock Unit Account for Stock Units as required under the payment schedule for such Director’s Stock Unit Account. Payment with respect to whole Stock Units will be in shares of the Corporation’s common stock only, at the rate of one share of common stock per Stock Unit. Until such time as shares have been listed on The New York Stock Exchange for issuance under this Plan, only Treasury shares shall be used for such payment. With respect to fractional Stock Units, payment will be made in cash only, and calculated by multiplying the fractional number of the Stock Unit to be debited by the closing price of the Corporation’s common stock as reported on the New York Stock Exchange as of the last business day of the week preceding the week of the date the Stock Units are payable. Should payment with respect to Stock Units be made after the record date, but before the payment date applicable to a dividend paid to holders of shares of the Corporation’s common stock, Stock Units credited a Director’s Stock Unit Account in consequence of such dividend payment will be calculated as cash payments and paid within thirty days of such credit.

        (d) Adjustment. If at any time the number of outstanding shares of the Corporation’s common stock is increased as the result of any stock dividend, stock split, subdivision or reclassification of shares, the number of Stock Units with which each Director’s Stock Unit

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Account is credited will be increased in the same proportion as the outstanding number of shares of the Corporation’s common stock is increased. If the number of outstanding shares of common stock is decreased as the result of any combination, reverse stock split or reclassification of shares, the number of Stock Units with which each Director’s Stock Unit Account is credited will be decreased in the same proportion as the outstanding number of shares of the Corporation’s common stock is decreased. In the event the Corporation is consolidated with or merged into any other corporation and holders of shares of the Corporation’s common stock receive shares of the capital stock of the resulting or surviving corporation, there shall be credited to each Director’s Stock Unit Account, in lieu of the extant Stock Units, new Stock Units in an amount equal to the product of the number of shares of capital stock exchanged for one share of the Corporation’s common stock upon such consolidation or merger, and the number of Stock Units with which such account then is credited. If, in such a consolidation or merger, holders of shares of the Corporation’s common stock receive any consideration other than shares of the capital stock of the resulting or surviving corporation or its parent corporation, the Plan Committee will determine any appropriate change in Director’s Stock Unit Accounts.

Section 5. Unfunded Arrangement

        (a) Neither this Plan nor any deferral account will be funded; a deferral account and all entries thereto constitute bookkeeping records only and do not relate to any specific funds or shares of the Corporation. Payments due with respect to balances in a deferral account will be made from the general assets of the Corporation, and the right of any participant to receive future payments under this Plan’s provisions will be an unsecured claim against such assets.

Section 6. Administration

        (a) Plan Committee . The Plan will be administered by a Plan Committee, which will be the Governance and Nominating Committee of the Board of Directors of the Corporation, or such other Committee as may be appointed by the Board of Directors of the Corporation, and may include Directors who have elected to participate in the Plan. No member of the Plan Committee will be liable for any act done or determination made in good faith.

        (b) Committee Determination Final . The construction and interpretation of any provision of the Plan by the Plan Committee, and a determination by the Plan Committee of the amount of any deferral account, will be final and conclusive.

        (c) Amendments . The Corporation, subject to approval of its Board of Directors, reserves the right to terminate, modify or amend this Plan, effective prospectively as of the first day of any calendar quarter; provided, however, that the Plan will not be subject to termination,

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modification or amendment with respect to any balance of a deferral account and rights therein, including the right to future interest pursuant to Section 3(b) and future dividends pursuant to Section 4(b), unless the affected Director consents.

        (d) Non-Alienation . No Director (or estate of a Director) will have power to transfer, assign, anticipate, mortgage or otherwise encumber any rights or any amounts payable hereunder; nor will any such rights or payments be subject to seizure for the payment of any debts, judgments, alimony, or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise.

        (e) Expenses. The expenses of administering the Plan will be borne by the Corporation and not be charged against any deferral account.

        (f) Withholding . The Corporation may deduct from all cash payments any taxes required to be withheld with respect to such payments. In order to enable the Corporation to meet any applicable federal, state or local withholding tax requirements arising as a result of payments made hereunder in the form of stock, a Director shall pay the Corporation the amount of tax to be withheld or may elect to satisfy such obligation by having the Corporation withhold shares that otherwise would be delivered to the Director pursuant to the deferral account payment for which the tax is being withheld, by delivering to the Corporation other shares of common stock of the Corporation owned by the Director prior to the payment date, or by making a payment to the Corporation consisting of a combination of cash and such shares of common stock. Such an election shall be made prior to the date to be used to determine the tax to be withheld. The value of any share of common stock to be withheld by, or delivered to, the Corporation pursuant to this Section 6(f) shall be the closing price of the Corporation’s common stock as reported on the New York Stock Exchange on the date to be used to determine the amount of tax to be withheld.

        (g) Effect of IRS Determination . If any amounts deferred pursuant to the Plan are found in a “determination” (within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended) to have been includible in gross income by a Director prior to payment of such amounts from his/her deferral account, such amounts will be immediately paid to such Director, notwithstanding elections pursuant to Section 2.

        (h) Change of Control . A "Change of Control" means the occurrence of any one of the following events with respect to the Corporation:

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        (i) individuals who, on January 1, 2003, constitute the Board (the”Incumbent Directors “) 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 Corporation in which such person is named as a nominee for director, without objection to such nomination) shall be an Incumbent Director; provided, however, that no individual elected or nominated as a director of the Corporation 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;

        (ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, 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 Corporation or any subsidiary, (B) by any employee benefit plan sponsored or maintained by the Corporation 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);

        (iii) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Corporation or any of its subsidiaries that requires the approval of the Corporation’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), 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 “Surviving Corporation”), 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 “Parent Corporation”), 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

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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’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 “Non-Qualifying Transaction”); or

        (iv) The stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or a sale or disposition of all or substantially all of the Corporation’s assets.

Notwithstanding the foregoing, a Change in Control of the Corporation 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 Corporation which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Corporation 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 Corporation shall then occur.

        (i) Stock Unit Status . Stock Units are not, and do not constitute, shares of the Corporation’s common stock, and no right as a holder of shares of the Corporation’s common stock devolves upon a Director by reason of participation in this Plan.

        IN WITNESS WHEREOF, Praxair, Inc. has caused this document to be executed as of the 1 ^st day of January, 2004.

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SECOND AMENDMENT
TO THE AMENDED AND RESTATED
1993 PRAXAIR COMPENSATION DEFERRAL PROGRAM

Praxair, Inc. and Subsidiaries

Exhibit 10.07b

As of October 28, 2003

        In accordance with Section 9.8 of the Amended and Restated 1993 Praxair Compensation Deferral Program (the “Program”), the Program is hereby amended as follows:

        1. The references to the “1992 Praxair, Inc. Long Term Incentive Plan” in Section 1 of the Plan are revised to read the “2002 Praxair, Inc. Long Term Incentive Plan”.

        2. The references to "1996 Praxair, Inc. Senior Executive Performance Award Plan" in Sections 1 and 2.21 are revised to read "Praxair, Inc. Plan for Determining Performance-Based Awards Under Section 162(m)".

        3. The reference to "1992 Praxair, Inc. Variable Compensation Plan" in Section 2.20 is revised to read "1992 Praxair, Inc. Variable Compensation Plan".

        4. Section 2.2 of the Plan is amended in its entirety to read as follows:

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2

        5. Section 2.8 of the Plan is deleted in its entirety, and all subsequent paragraphs of Section 2 are renumbered accordingly.

        6. All references to the "Discounted Stock Value Rate" throughout the Plan are hereby deleted from the Plan.

        7. Section 2.15 (formerly Section 2.16) of the Plan is revised to refer to the "Praxair Retirement Savings Plan, as amended from time to time."

        8. Section 2.17 (formerly section 2.18) of the Plan is amended to delete the phrase "less five percent (5%)" therefrom.

        9. Section 8.2(a) of the Plan is amended in its entirety to read as follows:

        10. The above amendments are effective as of October 28, 2003.

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