CONTENTS Matters to be Considered at the Annual Meeting Proxy and Voting Procedures How to Receive your Annual Report and Proxy On-line Share Ownership Corporate Governance and Board Practices The Board of Directors Executive Officers Shareholder Return (Performance Graph) Executive Compensation The Independent Accountants Audit Committee Report Shareholder Proposal Miscellaneous Appendix 1: Corporate Governance Guidelines Appendix 2: Director Independence Standards Appendix 3: Audit Committee Charter

Dear Praxair Shareholder:

The Annual Meeting of Shareholders of Praxair, Inc. will be held at 9:30 a.m. on Tuesday, April 22, 2003 at The Amber Room Colonnade, Stacey Road, Danbury, Connecticut, for the following purposes:

1. To elect three directors to the Board of Directors.
2. To consider a shareholder proposal.
3. To conduct such other business as may properly come before the meeting.

Only holders of Common Stock of Praxair, Inc. of record at the close of business on February 24, 2003 will be entitled to vote at the meeting or any adjournment thereof.

It is important that your shares be represented and voted at the meeting. You may vote your shares by means of a proxy form using one of the following methods:

1. Electronically on the Internet (if instructions for this method are included in this package), OR

2. By telephone (if instructions for this method are included in this package), OR

3. By signing and dating the proxy/voting instruction card enclosed in this package and returning it in the postage-paid envelope that is provided.

The giving of such proxy does not affect your right to vote in person if you attend the meeting.

We encourage you to complete and file your proxy electronically or by telephone (if those options are available to you) as a means of reducing the Company’s expenses related to the meeting.