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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

Save Praxair future postage and printing expense by consenting to receive future annual reports and proxy statements on-line on the Internet.

Most shareholders can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. Those shareholders will be given the opportunity to consent to future Internet delivery when they vote their proxy. (For some shareholders, this option is only available if you vote by Internet.)

If you are not given an opportunity to consent to Internet delivery when you vote your proxy, contact the bank, broker or other holder of record through which you hold your shares and inquire about the availability of such an option for you.

If you consent, your account will be so noted and, when Praxair’s 2003 Annual Report and the Proxy Statement for the 2004 Annual Meeting of Shareholders become available, you will be notified on how to access them on the Internet. Any prior consent you have given will remain in effect until specifically revoked by you in the manner specified by the bank or broker that manages your account.

If you do elect to receive your Praxair materials via the Internet, you can still request paper copies by contacting the Assistant Corporate Secretary at Praxair, Inc., 39 Old Ridgebury Road, M1, Danbury, CT 06810-5113.