TERMS AGREEMENT August 10, 2009

Exhibit 1

EXECUTION VERSION

TERMS AGREEMENT

August 10, 2009

Praxair, Inc.

00 Xxx Xxxxxxxxx Xxxx

Xxxxxxx, Xxxxxxxxxxx 00000-0000

Ladies and Gentlemen:

We, Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. (the “Representatives”), acting on behalf of the several underwriters named in Schedule I attached hereto (the “Underwriters”), understand that Praxair, Inc., a Delaware corporation (the “Company”), proposes to issue and sell $600,000,000 aggregate principal amount of its 4.50% Notes due 2019 (the “Offered Securities”), covered by the registration statement on Form S-3 (No. 333-139328) (the “Registration Statement”) filed by the Company.  Subject to the terms and conditions set forth herein or incorporated by reference herein, the Underwriters named in Schedule I attached hereto agree to purchase, severally and not jointly, the Offered Securities in the amounts set forth opposite our respective names on such Schedule.  The closing in respect of the purchase and sale of the Offered Securities shall occur on August 13, 2009 at 10:00 a.m. (the “Closing Date”) at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

All the provisions contained in the Praxair, Inc. Standard Underwriting Agreement Provisions (December 14, 2006 edition), other than the form of Delayed Delivery Contract attached thereto as Annex I and Terms Agreement attached thereto as Annex II (the “Standard Provisions”), a copy of which is filed as an exhibit to the Registration Statement, are incorporated herein by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Standard Provisions had been set forth in full herein.  Terms defined in the Standard Provisions are used herein as therein defined.

For purposes of Sections 2 and 7 of the Standard Provisions, the only information furnished to the Company by any Underwriter for use in the U.S. Prospectus consists of the following information in the U.S. Prospectus furnished on behalf of each Underwriter: the last paragraph at the bottom of the prospectus supplement cover page concerning the terms of the offering by the Underwriters and the information contained in the 3rd, 6th, 7th and 8th paragraphs under the caption “Underwriting” in the prospectus supplement.

Date of Basic Prospectus:  December 14, 2006

Date of Preliminary Prospectus Supplement:  August 10, 2009

Date of Prospectus Supplement:  August 10, 2009

Time of Sale:  4:00 p.m., New York City time on August 10, 2009

Names and Addresses of Representatives:

Banc of America Securities LLC

Bank of America Tower

Xxx Xxxxxx Xxxx

Xxx Xxxx, Xxx Xxxx 00000

Credit Suisse Securities (USA) LLC

Eleven Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000-0000

HSBC Securities (USA) Inc.

HSBC Tower 3

000 0xx Xxx

Xxx Xxxx, XX 00000

The Offered Securities shall have the following terms:

Title:	4.50% Notes due 2019
Maturity:	August 15, 2019
Interest Rate:	4.50% per annum
Interest Payment Dates:	Interest will be payable on February 15 and August 15 of each year, as applicable, commencing February 15, 2010.
Redemption provisions:	The Company may redeem the notes at its option, at any time in whole or from time to time in part, at a redemption price equal to the greater of (1) the principal amount of the notes being redeemed plus accrued and unpaid interest to the redemption date or (2) the Make-Whole Amount for the notes being redeemed.
	“Make-Whole Amount” means, as determined by a Quotation Agent, the sum of the present values of the principal amount of the notes to be redeemed, together with the scheduled payments of interest (exclusive of interest to the redemption date) from the redemption date to the maturity date of the notes being redeemed, in each case discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate, plus accrued and

unpaid interest on the principal amount of the notes being redeemed to the redemption date.

“Adjusted Treasury Rate” means, with respect, to any redemption date, the sum of (x) either (1) the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recent published statistical release designated “H.15 (519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the notes being redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounded to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Price for such redemption date, in each case calculated on the third business day preceding the redemption date, and (y) 0.15%.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term from the redemption date to the maturity date of the notes being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of notes.

“Comparable Treasury Price” means, with respect to any redemption date, if clause (ii) of the Adjusted Treasury Rate is applicable, the average of four, or such lesser number as is obtained by the indenture trustee, Reference Treasury Dealer Quotations for such redemption date.

“Quotation Agent” means the Reference Treasury Dealer selected by the indenture trustee after consultation with Praxair.

“Reference Treasury Dealer” means each of Banc of America Securities LLC,  Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. and their respective successors and assigns, and one other nationally recognized investment banking firm selected by Praxair that is a primary U.S. Government securities dealer.

	“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the indenture trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
Purchase Price:	98.856% of the principal amount thereof
Public Offering Price:	99.506% of the principal amount thereof, plus accrued interest, if any, from August 13, 2009.
Additional Terms:	None

which terms shall be set forth in a pricing term sheet substantially in the form of Exhibit 1 attached hereto (the “Pricing Term Sheet”).

The Offered Securities will be made available for checking and packaging at the offices of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

We represent that we are authorized to act for the several Underwriters named in Schedule I hereto in connection with this financing and any action under this agreement by any of us will be binding upon all the Underwriters.

This Terms Agreement may be executed in one or more counterparts, all of which counterparts shall constitute one and the same instrument.

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Company, and the several Underwriters in accordance with its terms.

Very truly yours,

BANC OF AMERICA SECURITIES LLC

CREDIT SUISSE SECURITIES (USA) LLC

HSBC SECURITIES (USA) INC.

On behalf of themselves and

    as Representatives of the

    Several Underwriters

BANC OF AMERICA SECURITIES LLC

By:    /s/ Xxxxxx X. Xxxxxxx

          Name: Xxxxxx X. Xxxxxxx

          Title: Vice President

CREDIT SUISSE SECURITIES (USA) LLC

By:    /s/ Xxxxxx Xxxxx

          Name: Xxxxxx Xxxxx

          Title: Managing Director

HSBC SECURITIES (USA) INC.

By:    /s/ Xxxxxxx X. Xxxxxxx

          Name: Xxxxxxx X. Xxxxxxx

          Title: Vice President

The foregoing Terms Agreement is hereby con-

firmed as of the date first above written

PRAXAIR, INC.

By:   /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx

Title: Vice President and Treasurer

Schedule I

Underwriter	Amount of Offered Securities to be Purchased
Banc of America Securities LLC	$110,000,000
Credit Suisse Securities (USA) LLC	$110,000,000
HSBC Securities (USA) Inc.	$110,000,000
Citigroup Global Markets Inc.	$54,000,000
Deutsche Bank Securities Inc.	$54,000,000
Mitsubishi UFJ Securities (USA), Inc.	$54,000,000
RBS Securities Inc.	$54,000,000
Santander Investment Securities Inc.	$54,000,000
Total	$600,000,000

Exhibit 1

Final Term Sheet

Filed pursuant to Rule 433

Dated August 10, 2009

Relating to

Prospectus Supplement dated August 10, 2009 to

Registration Statement No. 333-139328

$600,000,000 4.500% Notes due 2019

Issuer:	Praxair, Inc.
Principal Amount:	$600,000,000
CUSIP:	00000XXX0
Title of Securities:	4.500% Notes due 2019
Trade Date:	August 10, 2009
Original Issue Date (Settlement Date):	August 13, 2009
Maturity Date:	August 15, 2019
Benchmark Treasury:	3.125% due May 15, 2019
Benchmark Treasury Price and Yield:	94-21+ and 3.782%
Spread to Benchmark Treasury:	78 basis points
Yield to Maturity:	4.562%
Interest Rate:	4.500% per annum
Public Offering Price (Issue Price):	99.506% of the Principal Amount thereof
Interest Payment Dates:	Semi-annually in arrears on each February 15 and August 15, commencing February 15, 2010
Redemption Provision:	Make-whole call at the Adjusted Treasury Rate plus 15 basis points
Joint Bookrunners:	Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc.
Co-Managers:	Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mitsubishi UFJ Securities (USA), Inc., RBS Securities Inc., Santander Investment Securities Inc.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (i) Banc of America Securities LLC toll free at 1-800-294-1322, (ii) Credit Suisse Securities (USA) LLC toll free at 1-800-221-1037 or (iii) HSBC Securities (USA) Inc. toll free at 0-000-000-0000.

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