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The following pages present information about the persons who comprise Praxair’s Board of Directors; including the three nominees for reelection. During 2002, the Board held seven meetings. Director Attendance During his/her current term to date, each nominee for reelection attended Board meetings and meetings of committees of which s/he is a member as follows: Ms. Gargalli, 98%; Mr. Ratcliffe, 98%; and Mr. Reilley, 100%. During this same period, the continuing directors collectively attended 97% of such meetings. The Directors |
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| ALEJANDRO ACHAVAL | Age 70 | |
| Director Since 1992 | Term Expires 2004 | |
| Chairman, Chief Executive Officer and Controlling Partner of IMEXTRADE S.A. and Trinidad S.C.A. |
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Mr. Achaval served as Vice Chairman & Chief Executive Officer, IPAKO Industrias Petroquimicas Argentinas S.A. between 1975 and his retirement in 1994.
Mr. Achaval also has served as Chairman of the Argentine Chamber of Chemical and Petrochemical Industries, as a member of the Board and Executive Committee of the Argentine Board of Industry, and as a director of I.D.E.A. Argentine Institute for Management Development, the National Institute of Technology (INTI), and FIPLASTO S.A. Mr. Achaval is Chairman of FUNDES Argentina and director of FUNDES International, a subsidiary of Nueva A.G. (Switzerland). He is also a director of Minetti S.A., a company controlled by Holderbank A.G. (Switzerland) and a director of Praxair Argentina S.A., an indirect subsidiary of Praxair, Inc. |
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| DALE F. FREY | Age 70 | |
| Director Since 1993 | Term Expires 2004* | |
| Director of Various Corporations | ||
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Mr. Frey served as Chairman and President, General Electric Investment Corporation from 1984 to 1997.
Mr. Frey is Chairman of the Damon Runyon-Walter Winchell Cancer Research Fund. He is a trustee of Franklin & Marshall College and a member of the New York University Stern School Advisory Board. He is also a member of the Forstmann Little Company, the Aurora Capital Partners and the Invemed advisory boards. Mr. Frey is also a director of After Market Technology Corporation, Community Health Systems, Inc., McLeodUSA, Inc., Roadway Express, Inc., and Yankee Candle Company. *by reason of Board policy mandating retirement upon attaining age 72 |
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| CLAIRE W. GARGALLI | Age 60 | |
| Director Since 1992 | Term Expires 2003 | |
| Director of Various Corporations | ||
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Ms. Gargalli served as Vice Chairman, Diversified Search Companies from 1990 to 1998.
Ms. Gargalli is a trustee of Carnegie Mellon University and Middlebury College and she is also a director of Baker Hughes, Inc. and UNOVA, Inc. |
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| RONALD L. KUEHN, JR. |
Age 67
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| Director Since 1992 |
Term Expires 2004
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| Director of Various Corporations | ||
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Mr. Kuehn was Chairman, President and Chief Executive Officer of Sonat Inc. from 1986 until its merger with El Paso Corporation in 1999. He served as Chairman of El Paso Corporation through 2000.
Mr. Kuehn is a trustee of Tuskegee University. Mr. Kuehn is also a director of AmSouth Bancorporation, Dun and Bradstreet Corporation, El Paso Corporation (Lead Director), and Transocean Sedco Forex Inc. |
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| RAYMOND W. LEBOEUF |
Age 56
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| Director Since 1997 |
Term Expires 2005
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| Chairman and Chief Executive Officer of PPG Industries, Inc. since 1997 | ||
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In 1995, Mr. LeBoeuf was elected President and Chief Operating Officer and a director of PPG Industries, Inc. and he assumed his current positions in 1997.
Mr. LeBoeuf is a director of ITT Industries, Inc., a trustee of Robert Morris College and a board member of The Business Roundtable and the Extra Mile Education Foundation. |
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| BENJAMIN F. PAYTON |
Age 70
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| Director Since 1992 |
Term Expires 2004*
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| President, Tuskegee University since 1981 | ||
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Dr. Payton is a member of the Board of Governors of the U.S. Air Force Civil Patrol and a director of the National Action Council for Minority Engineers. He is also on the Board of Directors of the Tuskegee Chamber of Commerce and is on the Royal Council, Alabama Shakespeare Festival. In February 2002, he was appointed by President Bush to be Chairman of the President’s Board of Advisors for Historically Black Colleges and Universities.
Dr. Payton is also a director of Liberty Corporation. *by reason of Board policy mandating retirement upon attaining age 72 |
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| G. JACKSON RATCLIFFE, JR. |
Age 66
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| Director Since 1992 |
Term Expires 2003
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| Executive Session Presiding Director of Praxair since 2002 Chairman of the Board of Hubbell Incorporated since 1987 |
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Mr. Ratcliffe was also President and Chief Executive Officer of Hubbell Incorporated from 1987 until 2001.
Mr. Ratcliffe is also a director of Barnes Group, Inc., Olin Corporation and Sunoco, Inc. |
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| DENNIS H. REILLEY |
Age 50
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| Director Since 2000 |
Term Expires 2003
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| Chairman, President and Chief Executive Officer of Praxair since 2000 | ||
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Mr. Reilley assumed his current positions when he joined Praxair in 2000. Beginning in 1989, he held senior management positions in DuPont Co.’s Chemicals and Specialties business including Vice President and General Manager of Specialty Chemicals. In May 1999, Mr. Reilley was appointed Executive Vice President and Chief Operating Officer of DuPont with responsibility for Pigments and Chemicals, Specialty Polymers, Nylon and Polyester.
Mr. Reilley is past Chairman of the American Chemistry Council, a member of The Business Roundtable and is on the Executive Committee of the Society of Chemical Industry. He also is a director of Entergy Corporation and Marathon Oil Company. |
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| WAYNE T. SMITH |
Age 57
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| Director Since 2001 |
Term Expires 2005
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| Chairman, President and Chief Executive Officer of Community Health Systems, Inc. since 2001 | ||
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In 1997, Mr. Smith was elected President and then Chief Executive Officer and a director of Community Health Systems, Inc. Prior to joining Community Health Systems, he served as Chief Operating Officer, President, and a director of Humana Inc.
Mr. Smith is a director of Almost Family and a member of the Board of the Federation of American Hospitals. |
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| H. MITCHELL WATSON, JR. |
Age 65
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| Director Since 1992 |
Term Expires 2004
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| President, Sigma Group of America since 1992 | ||
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Mr. Watson is the former President and Chief Executive Officer of ROLM Company.
Mr. Watson is also a director and the non-executive Chairman of MAPICS, Inc. |
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