Praxair, Inc. Equalization Benefit Plan

Exhibit 10.05c

PRAXAIR, INC.

EQUALIZATION BENEFIT PLAN

(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2007)

PRAXAIR, INC.

EQUALIZATION BENEFIT PLAN

General This Equalization Benefit Plan (the " Plan" ) is maintained by Praxair, Inc. (the " Corporation" ), is completely separate from the Praxair Pension Plan (the " Pension Plan" ), and is not funded or qualified for special tax treatment under the Internal Revenue Code of 1986, as amended (the " Code" ). The purpose of this Plan is to restore retirement benefits to those Pension Plan participants, and to the spouses or beneficiaries of such participants, whose retirement benefits under the Pension Plan are, or will be, reduced by the limitations imposed by Section 415 of the Code, as from time to time amended (collectively referred to herein as " Participants" ). At its inception, this Plan assumed the liabilities under the Equalization Benefit Plan for Participants of the Retirement Program Plan for Employees of Union Carbide Corporation and its Participating Subsidiary Companies, with respect to employees of the Corporation.

This Plan operates in conjunction with the Pension Plan, the Praxair, Inc. Supplemental Retirement Income Plan A (the " SRIP A" ) and the Praxair, Inc. Supplemental Retirement Income Plan B (the " SRIP B" ) to provide retirement benefits to Participants. Each of these four plans must be read together in the following order to determine the total Praxair retirement benefit payable to, or on behalf of, a Participant:

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Praxair Pension Plan

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Praxair, Inc. Equalization Benefit Plan

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Praxair, Inc. Supplemental Retirement Income Plan A

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Praxair, Inc. Supplemental Retirement Income Plan B


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In no event shall any benefit payable to or on behalf of a Participant under this Plan duplicate the benefit payable to or on behalf of such Participant under the Pension Plan, the SRIP A and/or the SRIP B.

This Plan has been amended and restated in its entirety effective as of December 31, 2007.

ARTICLE I

EBP Benefits

Section 1 . Beginning as of January 1, 2002, each Participant shall be designated as either an Account-Based Participant or a Traditional-Design Participant. This designation shall be consistent with such Participant' s method of benefit accrual under the Pension Plan. Any Participant in the Pension Plan, or such Participant' s surviving spouse or beneficiary, shall be entitled to a benefit, payable hereunder in accordance with this Plan, calculated under either A or B below (referred to herein as the " EBP Benefit" ).

A. Amount of EBP Benefit for Traditional-Design Participants . The EBP Benefit hereunder payable to a Traditional-Design Participant or his or her surviving spouse shall be equal to the excess of (a) minus (b), if any, determined as of termination of employment, where (a) and (b) are defined as follows:

(a) equals the amount of such Participant' s or surviving spouse' s annual benefit under the Pension Plan computed under the provisions of the Pension Plan without regard to the limitations of Code Section 415; and

(b) equals the amount of such Participant' s or surviving spouse' s annual benefit actually payable under the Pension Plan.


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B. Amount of EBP Benefit for Account-Based Participants . The EBP Benefit hereunder payable to or on behalf of an Account-Based Participant shall be equal to the excess of (a) minus (b), if any, determined as of termination of employment, where (a) and (b) are defined as follows: (a) equals the Account-Based Account (as defined in the Pension Plan) which the Participant would have had at such time under the Pension Plan as if such amounts had been determined without applying the limitations of Code Section 415; and

(b) equals the actual Account-Based Account which the Participant has at such time under the Pension Plan.

C. Provisions Common to All Participants (a) If a Participant satisfies the requirements for a survivor' s benefit, the amount of EBP Benefit which such Participant would otherwise have received shall be reduced by applying the same factor used in the Pension Plan in connection with survivor' s benefits.

(b) The amount of EBP Benefit payable to the eligible survivor of a Participant shall be calculated in the same manner that such survivor' s benefit is calculated under the Pension Plan. (c) With respect to any benefit hereunder payable to a " spouse," the determination of whether a person constitutes an eligible spouse shall be made under the same criteria as apply under the Pension Plan.


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ARTICLE II

Vesting

Section 1 . Except as otherwise provided herein, a Participant will be vested in such Participant' s right to receive EBP Benefits in the same manner and to the same extent as provided under the Pension Plan.

ARTICLE III

EBP Benefit Payments

Section 1 . For Traditional-Design Participants, payments shall be made as follows:

(a) For Traditional-Design Participants who terminate employment at a time when they would be immediately eligible to commence a benefit under the Pension Plan, a single life annuity (or a 50% joint and survivor annuity for such Participants who are married at the time of their termination of employment) will commence to be paid as of the first of the month coincident with or next following such termination, and a lump sum payment of all remaining EBP Benefits due hereunder shall be made on or about July 1 of the year immediately following the year of such termination (the year of termination is hereinafter referred to as the " Termination Year" ). Where such Participant has commenced a 50% joint and survivor annuity, and such Participant' s spouse dies during the annuity payment period, the Participant' s EBP Benefit will be increased to eliminate the cost of the survivor benefit. Notwithstanding the foregoing, if such Participant is a Specified Employee (as such term is defined in Code Section 409A) no annuity benefits shall be paid during the six month period after the Participant' s termination of employment (the " Delay Period" ), and at the conclusion of the Delay Period any annuity benefits which would otherwise have been paid during the Delay Period shall be paid in a single sum which shall include interest at the interest rate used for determining Actuarial Equivalence, as then in effect under the Pension Plan. Annuity benefits shall then commence and continue until a lump sum payment is due pursuant to the first sentence of this paragraph.


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(b) For Traditional-Design Participants who terminate employment at a time when they would not be immediately eligible to commence a benefit under the Pension Plan, a lump sum payment of all EBP Benefits due hereunder, (taking into account the value of the 50% joint and survivor form of benefit if the Participant is married at the time of termination of employment), shall be made on or about July 1 of the year immediately following the Termination Year. If such Participant' s spouse dies prior to the date of such lump sum payment, the Participant' s benefit shall not be reduced to reflect the cost of the survivor benefit.

(c) Lump sum payments shall be calculated using a discount rate equal to the 10 year Aaa municipal bond rate as published by Moody' s or a similar rating service for the third month prior to the month payments commence.

(d) Notwithstanding the foregoing, a Traditional-Design Participant described in Article III, Section 1(a) may elect to receive a lump sum payment of such Participant' s remaining unpaid EBP Benefit in January of the year following the Termination Year, provided that such election must either:

(i) be made during 2007 by a Participant who terminates employment in 2007, and relate to a lump sum benefit otherwise not scheduled to be paid in 2007; or

(ii) be made during 2008 by a Participant who terminates employment on or after January 1, 2008 but before July 1, 2008, and relate to a lump sum benefit otherwise not scheduled to be paid in 2008.

(e) Notwithstanding any provision of this Plan to the contrary, a Traditional-Design Participant (or the surviving spouse of such Participant) who terminated employment prior to


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January 1, 2009 and who has not previously commenced payment of his or her vested EBP Benefit, shall receive a lump sum payment of all vested EBP Benefits (taking into account the value of the 50% joint and survivor form of benefit, if applicable) as soon as administratively practicable after January 1, 2009, but in no event later than December 31, 2009. Section 2 . (a) For Account-Based Participants who terminate employment on or after November 1 of a year and prior to May 1 of the following year, a lump sum of their EBP Benefit shall be paid on or about July 1 of that following year. For Account-Based Participants who terminate employment on or after May 1 and prior to November 1 of a year, a lump sum of their EBP Benefit shall be paid on or about January 1 of the following year. (By way of example, an Account-Based Participant who terminates employment in December, 2008, and an Account-Based Participant who terminates employment in April, 2009, would each receive a lump sum in July, 2009. An Account-Based Participant who terminates employment in June, 2009, would receive a lump sum in January, 2010.) Notwithstanding the foregoing, if such Participant is a Specified Employee (as such term is defined in Code Section 409A) no payment shall be made until the later of the date determined above and the date which is six months after the Participant' s termination of employment. (b) Such lump sum payment shall be calculated utilizing the factors described for lump sum payments under Section 5.7(b) (or any successor provision governing calculations of Account-Based lump sums) of the Pension Plan.

(c) Notwithstanding any provision of this Plan to the contrary, an Account-Based Participant (or the surviving spouse of such Participant) who terminated employment prior to January 1, 2009 and who has not previously commenced payment of his or her vested EBP Benefit, shall receive a lump sum payment of all vested EBP Benefits (taking into account the value of the 50% joint and survivor form of benefit, if applicable) as soon as administratively practicable after January 1, 2009, but in no event later than December 31, 2009.

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Section 3 . In the event of a Change in Control, ...