AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT

     

    This
      Amended and Restated Employment Agreement is entered into as of this 11th day
      of
      June, 2008 (the “Agreement”), by and among Vincent R. Volpe Jr., a resident of
      Harris county, Texas (“Executive”), and Dresser-Rand Group Inc., a Delaware
      corporation (the “Company”).

     

    WHEREAS,
      Executive is currently employed with the Company pursuant to that certain
      Employment Agreement among Executive, the Company and Dresser-Rand Holdings,
      LLC
      (“Holdings”), entered into as of October 27, 2004 (the “Current Employment
      Agreement”); and

     

    WHEREAS,
      the Company and Executive wish to amend and restate the Current Employment
      Agreement in the form of this Agreement and to continue the employment of
      Executive with the Company pursuant to the terms set forth herein;
      and

     

    WHEREAS,
      Holdings acknowledges that this Agreement supersedes the Current Employment
      Agreement, agrees to waive any rights it would have had under the Current
      Employment Agreement and has executed this Agreement for the sole purpose of
      evidencing its consent to the amendment and restatement of the Current
      Employment Agreement in the form of this Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual representations, warranties, covenants
      and agreements set forth herein, and for other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the parties
      hereto, intending to be legally bound hereby, agree as follows:

     

    1. EMPLOYMENT.
      The
      Company hereby agrees to employ Executive, and Executive hereby agrees to serve,
      subject to the provisions of this Agreement, as President and Chief Executive
      Officer of the Company.
      Executive shall manage,
      supervise, and control all of the business of the Company, subject only to
      the
      oversight of
      the
      Board of Directors of the Company (the “Board”). Executive shall devote
      substantially all of his business time, attention, and energies to the
      performance of the duties assigned to him hereunder, and to perform such duties
      faithfully, diligently and to the best of his abilities, and adhere in all
      material respects to the Company's policies and procedures. Executive
      agrees
      to refrain from engaging in any business activity that does, will or could
      reasonably be deemed to conflict with the best interests of
      the
      Company. This Section 1 shall not be construed as preventing Executive from
      investing his own assets in such form or manner as will not require his services
      in the daily operations of the affairs of the companies in which such
      investments are made; provided, however, that Executive complies with the
      provisions of Section 8. Further, Executive may serve as a director of other
      companies, if such service is approved by the Nominating and Governance
      Committee of the Board.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2. TERM.
      This
      Agreement shall commence on the Effective Date (as such term is described in
      Section 24 hereof) and continue for a term of three (3) years (the original
      three-year term, and any automatic extension thereof, hereby referred to as
      the
“Term”). On each anniversary of the Effective Date, the Term shall be
      automatically extended for one (1) additional year unless the Company provides,
      at least ninety (90) days in advance of the anniversary of the Effective Date,
      written notice to Executive that the Term will not be so extended.
      Notwithstanding the above, the Term will expire upon Executive’s attainment of
      age 65 or upon Executive’s termination in accordance with Sections 4 or 5
      hereof.

     

    3. COMPENSATION.

     

    (a) Salary.
      Executive's base salary shall be at an annual rate not less than the rate as
      in
      effect immediately prior to the Effective Date (“Base Salary”), payable in
      accordance with the Company's regular payroll practices. All applicable
      withholding taxes and appropriate deductions for insurance contributions shall
      be deducted from such payments.
      The
      Board will review the total compensation of Executive at least once every twelve
      months. 

     

    (b) Annual
      Non-Equity Incentive Opportunity.
      Annual
      non-equity incentive compensation (“Bonus”) to be paid to Executive shall be
      determined by the Board, pursuant to the terms and conditions of the Company’s
      Annual Incentive Plan (the “Annual Incentive Plan”). The target Bonus
      opportunity for Executive shall be determined by the Board, or an authorized
      committee of the Board, based upon a sliding scale of financial and operating
      targets and qualitative targets. At the election of Executive, which shall
      be
      made in writing to the Company at least ten (10) business days prior to the
      anticipated date of payment of any such Bonus, the Bonus shall be paid in either
      (i) cash, (ii) shares of common stock of the Company (“Shares”),
      valued at their fair market value as determined by the Board or pursuant to
      a
      method approved by the Board, or (iii) a combination thereof.

     

    (c) Benefits.
      Benefits shall be provided to Executive in
      accordance with the terms and conditions of such
      benefit
      plans and programs as
      are maintained
      by the
      Company for
      individuals in positions comparable to those of Executive,
      as such
      plans are amended from time to time.

     

    (d) Vacation.
      Executive shall be entitled to five (5) weeks of paid vacation during each
      full year of Executive's employment hereunder, to be taken at a time which
      does
      not conflict with Executive's duties hereunder.

     

    (e) Expense
      Reimbursement.
      Executive shall be reimbursed for the expenses incurred in connection with
      the
      performance of Executive's duties hereunder in accordance with the Company's
      expense reimbursement policies. The Board shall designate an individual to
      whom
      Executive shall submit expense reimbursement requests and the approval by such
      individual of any such request shall be deemed to be conclusive. Executive
      shall
      also be reimbursed for reasonable out-of-pocket documented legal fees and
      expenses incurred through November 1, 2007, in connection with the implementation,
      review
      and negotiation
      of this Agreement.
      Any
      reimbursement provided hereunder during one calendar year shall not affect
      the
      amount or availability of reimbursements in another calendar year. Any
      reimbursement provided hereunder shall be paid no later than the earlier of
      (i)
      the time prescribed under the Company's applicable policies and procedures,
      or
      (ii) the last day of the calendar year following the calendar year in which
      Executive incurred the reimbursable expense.

     

    
      
        
        

      

      
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    (f) Equity
      and Long-Term Incentive Program.
      Executive shall be entitled to participate in the equity and long term incentive
      programs of the Company, including without limitation, the Company’s Long-term
      Incentive Program, on a basis consistent with that of other senior-level
      executives.

     

    4. TERMINATION
      WITHOUT CHANGE IN CONTROL.

     

    (a) Time
      of Termination.
      Notwithstanding any provision of this Agreement to the contrary, the employment
      of Executive hereunder shall terminate on the first to occur of the following
      dates:

     

    (i) the
      date
      of Executive's death or Disability (as defined below);

     

    (ii) the
      date
      on which the Company shall give Executive written notice of termination for
      Cause (as defined below);

     

    (iii) the
      date
      on which Executive gives the Company written notice of Voluntary Termination
      without Good Reason (as defined below);

     

    (iv) the
      date
      on which Executive gives the Company written notice of Voluntary Termination
      with Good Reason (as defined below);

     

    (v) the
      date
      on which the Company shall give Executive notice of termination for any reason
      other than the reasons set forth in (i) through (iv) above.

     

    (b) Payments
      After Certain Terminations.
      In the
      event Executive's employment hereunder shall terminate for any reason set forth
      in Section 4(a)(i), (iv) or (v) and, in the case of Section 4(a)(iv) or
      (v), such termination is not within two (2) years following a Change in Control
      (as defined in Section 6 below), subject to Executive's compliance with
      Section 4(e), Executive (or the
      Trustee named in Executive's Last Will and Testament,
      if
      applicable) shall be entitled to receive, as Executive's sole and exclusive
      remedy, (i) a payment equal to two (2) times Executive's Base Salary (determined
      as of the Date of Termination), payable in a lump sum payment and subject to
      withholding of all applicable taxes with respect thereto and deductions for
      insurance contributions), (ii) any earned but unpaid salary and payment for
      accrued but unused vacation days, subject to and in accordance with Company
      policies, through the Date of Termination, (iii) any Bonus previously earned
      in
      full but not yet paid for fiscal years of the Company prior to the fiscal year
      in which the Date of Termination occurs, (iv) a payment equal to two (2) times
      the target Bonus opportunity for Executive for the year in which the
      Date
      of Termination occurs or if such target Bonus opportunity has not yet been
      established as of the Date of Termination, the target Bonus percentage
      opportunity for the prior year with respect to Base Salary for the year in
      which
      the Date of Termination occurs, and (v) continued medical, dental, disability
      and life insurance coverage at the active employee rate as provided to Executive
      and his eligible dependents immediately prior to such termination for two (2)
      years following such termination. For purposes of this Section 4, calculation
      of
      Executive’s Base Salary shall be determined without regard to any reduction in
      compensation constituting Good Reason under Section 6(d)(iii)
      hereof.

     

    
      
        
        

      

      
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    (c) Termination
      for Cause or Voluntary Termination Without Good Reason.
      The
      Company shall be entitled at any time, upon written notice to Executive, to
      terminate Executive's employment hereunder for Cause. In the event that
      Executive's employment hereunder shall be terminated for Cause, or due to a
      Voluntary Termination by Executive without Good Reason, Executive shall be
      entitled to receive, as his sole and exclusive remedy, (i) any earned but
      unpaid salary and payment for accrued but unused vacation days, subject to
      and
      in accordance with Company policies, through the Date of Termination and
      (ii) any Bonus previously earned in full but not yet paid for fiscal years
      of the Company prior to the fiscal year in which the Date of Termination
      occurs.

     

    (d) Limited
      Compensation for the Non-Competition Covenant.
      In the
      event that Executive's employment hereunder shall be terminated due to Cause
      or
      due to a Voluntary Termination by Executive without Good Reason, then the
      Company, at its sole election, shall be entitled to enforce the covenant not
      to
      compete set forth in Section 8(c) for a period of up to three years
      following such termination. In the event that the Company so elects, and as
      a
      condition to such enforcement, the Company shall, within five days after
      Executive’s termination, confirm that it elects to enforce the covenant not to
      compete by delivery of an election notice to Executive and shall pay and provide
      Executive, in addition to any amounts paid pursuant to Section 4(c), (i)
      salary continuation payments at an annual rate equal to Executive’s Base Salary
      in effect as of the Date of Termination, payable monthly, (ii) a monthly amount
      equal to one-twelfth the Executive’s target Bonus opportunity for the year in
      which the Date of Termination occurs or if such target Bonus opportunity has
      not
      yet been established as of the Date of Termination, the target Bonus percentage
      opportunity for the prior year with respect to Base Salary for the year in
      which
      the Date of Termination occurs, and (iii) continued medical, dental, disability
      and life insurance coverage in the same manner as provided to Executive and
      his
      eligible dependents immediately prior to such termination (collectively, the
      “Additional Benefits”). If the Company provides Executive with the election
      notice pursuant to this Section 4(d), the Non-Competition Period as defined
      in
      clause (ii) of that definition set forth in Section 8(c) shall remain in
      effect, and the Company shall be obligated to provide the Additional Benefits
      to
      Executive, during the period commencing on the Date of Termination and ending
      on
      the earlier of (i) the date that is three (3) years after the Date of
      Termination or (ii) the date designated by the Company by ten days advance
      written notice to Executive upon which the Company waives its right to further
      enforce the provisions of Section 8(c). If the Company provides Executive with
      the election notice pursuant to this Section 4(d) and Executive fails to deliver
      the release required by Section 4(e), notwithstanding any provision hereof
      to
      the contrary, Executive shall be bound by the covenant not to compete for two
      years after the Date of Termination and the Company shall not be obligated
      to
      provide any of the Additional Benefits following the date that is 45 days after
      the Date of Termination. In the event of any termination of Executive’s
      employment with the Company other than for Cause or other than for Voluntary
      Termination without Good Reason, the Company shall not be obligated to provide
      any additional consideration for the non-competition covenant in Section 8(c).
      The monthly payments described in this Section are hereby designated as
“separate payments” for purposes of Section 409A of the Internal Revenue Code of
      1986, as amended (the “Code”). For purposes of clarification, any payments or
      benefits provided under this Section 4(d) are subject to the payment provisions
      of Section 13 hereof.

     

    
      
        
        

      

      
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    (e) Release
      Requirement for Post-Termination Payments.
      As
      condition to the receipt of any payment made pursuant to Section 4(b),
      Section 4(d) or Section 5, Executive shall execute, and not revoke, a
      release within 45 days of the Date of Termination, in the form attached
      hereto as Schedule A,
      with
      such changes as may be necessary or reasonably required to reflect changes
      in
      applicable state or federal law, releasing the Company, and its subsidiaries
      and
      Affiliates, and its officers, directors, employees, and agents, from any and
      all
      claims and from any and all causes of action of any kind or character,
      including, but not limited to, all claims and causes of action arising out
      of
      Executive’s employment with the Company or the termination of such employment;
      provided that Executive shall not be expected to waive any rights accruing
      under
      this Agreement;
      and
      provided further that if Executive refuses to sign such release Executive will
      still be bound by the provisions of Article 8 as if Executive signed such
      release and received payments pursuant to Section 4(b),
      Section 4(d) or Section 5.

     

    (f) Equity
      Awards.
      Any
      restricted stock, restricted stock units, or other stock based awards
      outstanding as of (i) the date of a Voluntary Termination with Good Reason,
      (ii)
      the date of Executive’s termination by reason of death or disability or (iii)
      the date that the Company terminates Executive for any reason other than Cause,
      shall become fully vested and any stock options outstanding as of such date
      and
      not then exercisable shall become fully exercisable as of such date and any
      restrictions imposed by the Company that are applicable to any shares of Common
      Stock granted to Executive by the Company shall lapse as of such date. Stock
      options that become vested in accordance with the previous sentence shall remain
      exercisable until the first to occur of (x) one year after the Date of
      Termination or (y) the original expiration of the option.

     

    
      
        
        

      

      
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    5. CHANGE
      IN CONTROL.

     

    (a) Termination
      Following Change in Control.
      In the
      event Executive's employment hereunder shall terminate for any reason set forth
      in Section 4(a)(iv) or (v) within two (2) years following the occurrence of
      a Change in Control, subject to Executive's compliance with Section 4(e),
      Executive (or the
      Trustee named in Executive's Last Will and Testament,
      if
      applicable) shall be entitled to receive all of the payments and benefits
      described in Section 4(b) hereof, enhanced as follows:

     

    (i) The
      payment specified in clause (i) of Section 4(b) shall be based on three (3)
      times Executive’s Base Salary as opposed to two (2) times;

     

    (ii) The
      payment specified in clause (iv) of Section 4(b) shall be three (3) times the
      higher of (A) the target Bonus opportunity for Executive for the fiscal year
      of
      the Company in which the Date of Termination occurs or (B) the highest Bonus
      paid (or earned in full but not yet paid) to Executive in the three (3) year
      period preceding the Date of Termination; provided, however, that the payment
      under this Section 5(a)(ii) shall not exceed the Executive’s maximum Bonus
      opportunity for the year in which the Date of Termination occurs;
      and

     

    (iii) The
      benefit coverage provided in clause (v) of Section 4(b) shall be provided for
      a
      term of three (3) years as opposed to two (2) years.

     

    (b) Acceleration
      of Equity Awards.
      Any
      restricted stock, restricted stock units, or other stock based awards
      outstanding as of the Change in Control shall become fully vested and any stock
      options outstanding as of the Change in Control and not then exercisable shall
      become fully exercisable as of the date of the Change in Control and any
      restrictions imposed by the Company that are applicable to any shares of Common
      Stock granted to Executive by the Company shall lapse, as of the date of the
      Change in Control. Stock options shall remain exercisable until the first to
      occur of (i) one year after the Date of Termination or (ii) the original
      expiration of the option.

     

    6. DEFINITIONS.

     

    (a) Affiliate.
      For
      purposes of this Agreement, “Affiliate” shall mean any
      corporation, limited liability company or similar entity which is under the
      control of the Company or under common control with the Company.

     

    
      
        
        

      

      
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    (b) Cause.
      For
      purposes of this Agreement, “Cause” shall mean the occurrence of any of the
      following:

     

    (i) the
      material failure or refusal by Executive to perform his duties hereunder
      (including, without limitation, Executive's inability to perform such duties
      as
      a result of alcohol or drug abuse, chronic alcoholism or drug addiction) or
      to
      devote substantially all of his business time, attention and energies to the
      performance of his duties hereunder;

     

    (ii) any
      willful, intentional or grossly negligent act by Executive having the effect
      of
      materially injuring the interest, business or prospects of the Company, or
      any
      of its subsidiaries or Affiliates, or any divisions Executive may
      manage;

     

    (iii) the
      material violation or material failure by Executive to comply with the Company's
      material published rules, regulations or policies, as in effect from time to
      time;

     

    (iv) Executive's
      conviction of a felony offense or conviction of a misdemeanor offense involving
      moral turpitude, fraud, theft or dishonesty;

     

    (v) any
      willful or intentional, misappropriation or embezzlement of the property of
      the
      Company or any of its subsidiaries or Affiliates (whether or not a misdemeanor
      or felony); or

     

    (vi) a
      material breach of any one or more of the covenants of this Agreement by
      Executive;

     

    provided,
      however,
      that in
      the event that the Company determines to terminate Executive's employment
      pursuant to clauses (i), (iii) or (vi) of this definition of Cause,
      such termination shall only become effective if the Company shall first give
      Executive written notice of such Cause, which notice shall identify in
      reasonable detail the manner in which the Company believes Cause to exist and
      indicates the steps required to cure such Cause, if curable, and Executive
      shall
      fail within thirty (30) days of such notice to substantially remedy or
      correct the same.

     

    (c) Disability.
      For
      purposes of this Agreement, “Disability” shall mean, for a period of not less
      than 90 days within a given twelve month period, Executive’s physical or
      mental incapacity to perform his essential
      functions,
      with or
      without reasonable accommodations therefore, which condition a mutually
      agreeable physician determines is likely to be continuous and
      permanent.

     

    (d) Voluntary
      Termination without Good Reason.
      For
      purposes of this Agreement, “Voluntary Termination without Good Reason” shall
      mean any termination by Executive of Executive's employment with the Company
      other than a Voluntary Termination with Good Reason.

     

    
      
        
        

      

      
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    (e) Voluntary
      Termination with Good Reason.
      For
      purposes of the Agreement, “Voluntary Termination with Good Reason” shall mean
      the termination by Executive of Executive's employment with the Company within
      forty-five (45) days following the occurrence of any of the following
      events without his consent which is not cured by the Company, if curable, within
      30 days as described below:

     

    (i) a
      material and adverse change to Executive's title, duties or responsibilities,
      including Executive’s not being reelected to his position as a member of the
      Board, provided, however, that resignation of
      Executive from the Board shall not be deemed such a change;

     

    (ii) notice
      is
      given to Executive by the Company within two (2) years following a Change in
      Control that the Term of the Agreement will not be extended;

     

    (iii) the
      Company materially reduces the compensation or benefits to which Executive
      is
      entitled under this Agreement;

     

    (iv) any
      relocation of Executive's principal place of employment except to a location
      that is within fifty miles of either (A) Houston, Texas or (B) any
      location that Executive has recommended to the Board as a location for the
      Company’s headquarters;

     

    (v) the
      succession or assignment of this Agreement in violation of Section 25
      hereof;

     

    (vi) a
      material breach of any one or more of the covenants of this Agreement by the
      Company; or

     

    (vii) in
      the
      event of a Change in Control in which the Company’s securities cease to be
      publicly traded, the assignment to Executive of any position (including status,
      offices, title and reporting requirements), authority, duties or
      responsibilities that are not (A) at or with the ultimate parent company of
      the entity surviving or resulting from such merger, consolidation or other
      business combination and (B) substantially similar to Executive’s position
      (including status, offices, titles and reporting requirements), authority,
      duties and responsibilities during the ninety (90) day period prior to the
      Change in Control;

     

    provided,
      however,
      that
      Executive must provide the Company with written notice within fifteen (15)
      days following the first date on which Executive knows of the occurrence of
      an
      event or action constituting Good Reason and the Company shall have
      thirty (30) days following receipt of such notice to cure such event or
      action. 

     

    
      
        
        

      

      
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    (f) Change
      in Control.
      For
      purposes of this Agreement, a “Change in Control” shall mean the first to occur
      of any of the following events:

     

    (i) individuals
      who, as of the date hereof, constitute the members of the Board (the “Incumbent
      Directors”) cease for any reason other than due to death or disability to
      constitute at least a majority of the members of the Board, provided that any
      director whose election, or nomination for election by the Company's
      stockholders, was approved by a vote of at least a majority of the members
      of
      the Board who are at the time Incumbent Directors shall be considered an
      Incumbent Director, other than any such individual whose initial assumption
      of
      office occurs as a result of an actual or threatened election contest with
      respect to the election or removal of directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a person other than
      the
      Board;

    


    (ii) the
      acquisition or ownership by any individual, entity or "group" (within the
      meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”)), other than the Company or any of its Affiliates or
      Subsidiaries, or any employee benefit plan (or related trust) sponsored or
      maintained by the Company or any of its Affiliates or Subsidiaries, of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) of 30% or more of the combined voting power of the Company's
      then
      outstanding voting securities entitled to vote generally in the election of
      directors;

    


    (iii) the
      merger, consolidation or other similar transaction of the Company, as a result
      of which the stockholders of the Company immediately prior to such merger,
      consolidation or other transaction, do not, immediately thereafter, beneficially
      own, directly or indirectly, more than 50% of the combined voting power of
      the
      voting securities entitled to vote generally in the election of directors of
      the
      merged, consolidated or other surviving company; or

     

    (iv) the
      sale,
      transfer or other disposition of all or substantially all of the assets of
      the
      Company to one or more persons or entities that are not, immediately prior
      to
      such sale, transfer or other disposition, Affiliates of the
      Company.

     

    A
“Change
      in Control” shall not be deemed to occur if the Company undergoes a bankruptcy,
      liquidation or reorganization under the United States Bankruptcy
      Code.

     

    (g) Date
      of Termination.
      For
      purposes of this Agreement, “Date of Termination” shall mean the date on which
      Executive’s termination of employment with the Company and its Affiliates
      occurs.

     

    
      
        
        

      

      
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    7. COMPENSATION
      IN EVENT OF TERMINATION; SURVIVAL.
      Upon
      termination of Executive's employment for any reason, this Agreement shall
      terminate and the Company shall have no further obligation to Executive
      except
      as
      provided in Sections 4, 5, 12 and 13 and insurance coverage in accordance
      with applicable law; provided,
      however,
      that
      the provisions set forth in Sections 8, 9, 10 and 11 hereof shall remain in
      full force and effect after the termination of Executive's employment,
      notwithstanding the termination or expiration of this Agreement.

     

    8. CONFIDENTIALITY,
      NONCOMPETITION, ETC.

     

    (a) Confidentiality.
      Executive acknowledges that: (i) the business of the Company is intensely
      competitive and that Executive's employment by the Company has required and
      will
      require that Executive have access to and knowledge of confidential information
      of the Company, which the Company has provided to Executive in the past and
      will
      continue to provide to Executive as necessary to perform his duties hereunder,
      which Company confidential information includes, but is not limited to,
      formulae, manufacturing processes, distribution systems, research and
      development methods and techniques, the identity of the Company's customers,
      the
      identity of the representatives of customers with whom the Company has dealt,
      the kinds of services provided by the Company to customers and offered to be
      performed for potential customers, the manner in which such services are
      performed or offered to be performed, the service needs of actual or prospective
      customers, pricing information, information concerning the creation, acquisition
      or disposition of products and services, customer maintenance listings, computer
      software applications and other programs, personnel information and other trade
      secrets (the “Confidential Information”); (ii) the direct or indirect
      disclosure of any such Confidential Information would place the Company at
      a
      competitive disadvantage and would do damage, monetary or otherwise, to the
      Company's business; (iii) the engaging by Executive in any of the
      activities prohibited by this Section 8 may constitute improper appropriation
      and/or use of such information and trade secrets and (iv) the Company
      engages in its business throughout the world. Confidential Information shall
      not
      include information which (w) was publicly available prior to the date hereof,
      (x) was known by Executive from a source other than through Executive's
      employment with, or service as a director of, the Company, (y) is acquired
      by
      Executive from a third party who was not subject to any restrictions as to
      its
      disclosure, or (z) becomes publicly available subsequent to the date hereof,
      other than as a result of an action by Executive. Executive expressly
      acknowledges the trade secret status of the Confidential Information and that
      the Confidential Information constitutes a protectible business interest of
      the
      Company. Accordingly, the Company and Executive agree as follows:

     

    (i) For
      purposes of this Section 8, the business of the Company shall mean the
      businesses conducted by the Company, its Affiliates during the period of
      Executive's employment by the Company under this Agreement.

     

    (ii) During
      Executive's employment by the Company and at
      all
      times following
      the termination of Executive's employment for any reason, Executive shall not,
      directly or indirectly, whether individually, as a director, stockholder, owner,
      partner, employee, principal or agent of any business, or in any other capacity,
      make known, disclose, furnish, make available or utilize any of the Confidential
      Information, other than in the proper performance of the duties contemplated
      herein, or as required or requested by a court of competent jurisdiction or
      other administrative or legislative body;
      provided,
      however,
      that,
      in such event, Executive
      shall
      promptly notify the Company so that the Company may seek a protective order
      or
      other appropriate remedy. If
      reasonably practicable, Executive
      shall notify the Company prior
      to
      disclosing any of the Confidential Information to a court or other
      administrative or legislative body. Executive
      agrees to return all Confidential Information, including all photocopies,
      extracts and summaries thereof, and any such information stored electronically
      on tapes, computer disks or in any other manner to the Company at any time
      upon
      request by the Company and upon the termination of his employment for any
      reason.

     

    
      
        
        

      

      
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          10
          -

        
          

        

      

      
        
        

      

    

     

    (b) Acknowledgements
      Regarding Covenants.
      Executive acknowledges that (i) the market for the Company's business
      extends throughout the United States and the rest of the world, and that
      Executive, individually and through his status as a director and officer of
      the
      Company, is among a limited number of people engaged in the Company's business
      on a nationwide and global basis and (ii) the restrictive covenants and the
      other agreements contained herein are an essential part of this Agreement.
      Executive further represents and warrants and acknowledges and agrees that
      Executive has been, or has had the opportunity to be, fully advised by counsel
      in connection with the negotiation, preparation, execution and delivery of
      this
      Agreement.

     

    (c) Non-Competition.
      During
      the Non-Competition Period (as defined below), Executive shall not in any city,
      town, county, parish or other municipality in any state of the United States
      or
      anywhere else in the world that the Company or any of its subsidiaries,
      Affiliates,
      successors or assigns
      engages
      in its business, directly or with actual knowledge indirectly engage in
      Competition (as defined below); provided,
      however,
      that it
      shall not be a violation of this sub-paragraph for Executive to become the
      registered or beneficial owner of up to five percent (5%) of any class of
      the capital stock of a competing corporation registered under the Securities
      Exchange Act of 1934, as amended, provided that Executive does not
      actively participate in the business of such corporation until such time as
      this
      covenant expires. The “Non-Competition Period” is the period during Executive's
      employment with the Company and continuing through (i) the date that is two
      (2)
      years after Executive’s Date of Termination for any reason other than Cause or
      other than Voluntary Termination without Good Reason or (ii) if the Company
      delivers an election notice pursuant to Section 4(d) following a termination
      due
      to Cause or due to Voluntary Termination without Good Reason, the date through
      which the Company elects to enforce this Section 8(c), but not longer than
      the
      date that is three (3) years after Executive’s Date of Termination; provided,
      however, that if Executive’s employment terminates due to Cause or due to a
      Voluntary Termination without Good Reason and the Company does not deliver
      an
      election notice pursuant to Section 4(d), the Non-Competition Period shall
      expire upon the Date of Termination.

     

    
      
        
        

      

      
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          11
          -

        
          

        

      

      
        
        

      

    

     

    (d) Definition
      of Competition.
      For
      purposes of this Agreement, “Competition” means, for Executive's benefit or for
      the benefit of any other Person, firm or entity, any of the
      following:

     

    (i) engaging
      in, or otherwise being employed by or acting as a consultant or lender to,
      or
      being a director, officer, employee, principal, licensor, trustee, broker,
      agent, stockholder, member, owner, joint venturer or partner of, any other
      business or organization anywhere in the world which directly competes with
      the
      business of the Company as the same shall be constituted at any time during,
      or
      as to which the Company had specific plans
      known to
      Executive
      to
      engage in during or following, the term of his employment;

     

    (ii) soliciting
      from any customer doing business with the Company as of Executive's termination,
      business directly competitive with the business of the Company with such
      customer or such party;

     

    (iii) soliciting
      from any potential
      customer of the Company known
      to
      Executive business
      directly competitive with the business of the Company which has been the subject
      of a written
      or oral bid, offer or proposal by the Company
      known to
      Executive,
      or of
      substantial preparation known
      to
      Executive with
      a
      view to making such a bid, proposal or offer, within six (6) months prior
      to Executive's termination; or

     

    (iv) soliciting
      the employment or services of, or hiring, any Person who was known to
Executive
      to be
      employed by or was known
      to
      Executive to be a
      consultant to the Company upon the Date of Termination, or within
      six (6)
      months
      prior thereto unless such Person is not an employee of, or a consultant to,
      the
      Company at the time of such solicitation by Executive and has not been an
      employee of, or consultant to the Company for six
      (6)
      months prior thereto. 

     

    (e) Non-Disparagement.
      The
      Company and Executive agree that both during and after termination of this
      Agreement they shall not make any statement, written or verbal, in any forum
      or
      media, or take any action, that is intended to injure or damage the goodwill,
      reputation or business prospects of each other; provided, however, that the
      foregoing shall not apply to or restrict in any way the communication of
      information by the Company or Executive to any state or federal law enforcement
      or administrative agency or in a court, arbitration or administrative
      proceeding, and the Company and Executive will not be in breach of the covenant
      contained above solely by reason of such communication or testimony.


     

    (f) Reformation
      Due to Law Developments.
      Executive acknowledges that the Company’s tax consequences as a result of
      Executive’s compensation under this Agreement are of significant interest to the
      Company and that developments involving relevant tax laws, rules and regulations
      could unfavorably impact the Company’s tax consequences. Executive agrees that
      he is obligated to consider in good faith any proposal by the Company to revise
      or reform his compensation structure hereunder if the Company advises Executive
      that such compensation structure has or will result in unfavorable tax
      consequences to the Company, and, in such case, the Company shall pay or
      reimburse Executive for his reasonable legal fees and expenses associated with
      the same.

     

    
      
        
        

      

      
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          12
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    (g) Remedies.
      In the
      event Executive breaches any of the provisions of this Section 8, the Company
      and its subsidiaries, Affiliates, successors or assigns shall have the following
      rights and remedies, each of which shall be independent of the others and
      severally enforceable, and each of which shall be in addition to, and not in
      lieu of, any other rights or remedies available to the Company or any of its
      subsidiaries, Affiliates, successors or assigns at law or in equity under this
      Agreement or otherwise:

     

    (i) The
      right
      and remedy to have each and every one of the covenants in this Section 8
      specifically enforced and the right and remedy to obtain injunctive relief,
      it
      being agreed that any breach or threatened breach of any of the non-competition
      or other restrictive covenants and agreements contained herein would cause
      irreparable injury to the Company and its subsidiaries, Affiliates, successors
      or assigns and that money damages would not provide an adequate remedy at law
      to
      the Company and its subsidiaries, Affiliates, successors or
      assigns.

     

    (ii) Executive
      acknowledges and agrees that the restrictive covenants and agreements contained
      herein are reasonable and valid in geographic, temporal and subject matter
      scope
      and in all other respects. If, however, any arbitrator or court subsequently
      determines that any of such covenants or agreements, or any part thereof, is
      invalid or unenforceable, the remainder of such covenants and agreements shall
      not thereby be affected and shall be given full effect without regard to the
      invalid portions.

     

    (iii) If
      any
      arbitrator or court determines that any of the restrictive covenants and
      agreements, or any part thereof, is unenforceable because of the duration or
      scope of such provision, such arbitrator or court shall have the power to reduce
      the duration or scope of such provision, as the case may be, and, in its reduced
      form, such provision shall then be enforceable to the maximum extent permitted
      by applicable law.

     

    9. RETURN
      OF COMPANY PROPERTY.
      Executive agrees that following the termination of employment for any reason,
      Executive shall return all property of the Company and any of its subsidiaries,
      Affiliates and any divisions thereof Executive may have managed which is then
      in
      or thereafter comes into Executive's possession, including, but not limited
      to,
      documents, contracts, agreements, plans, photographs, books, notes,
      electronically stored data and all copies of the foregoing as well as any
      automobile or other materials or equipment supplied by the Company to
      Executive.

     

    
      
        
        

      

      
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    10. OWNERSHIP
      OF INVENTIONS.
      Executive shall disclose promptly, to such person(s) as may be designated by
      the
      Company for this purpose from time-to-time, any and all information relating
      to
      all Inventions (as hereinafter defined) which Executive makes or conceives
      or
      first reduces to practice during his employment hereunder. The term “Inventions”
for purposes of this Agreement shall mean all inventions, improvements, works
      of
      authorship, formulas, processes, methods, computer programs, databases, and
      trade secrets (whether patentable or not) made or conceived or first reduced
      to
      practice by Executive solely, or jointly with others, (i) in the
      performance of his duties, (ii) with the use of time, material or
      facilities of the Company, (iii) which relate to the Company's business,
      including any actual or anticipated product, method, apparatus, substance or
      article of manufacture within the Company's field of activity or its research
      and development efforts, or (iv) which results from or is suggested by work
      performed for the Company. Executive acknowledges that all Inventions shall
      be
      the exclusive property of the Company and, to the extent that the ownership
      of
      such Invention does not vest in the Company as a matter of law, he hereby
      assigns and shall continue to assign to the Company, without further
      compensation, his entire right, title and interest in and to all such Inventions
      and shall execute all documents which the Company may deem necessary with
      respect thereto. Executive shall make, at the sole discretion and expense of
      the
      Company, such applications for United States and foreign patents covering any
      Inventions as the Company may request. Executive shall execute, acknowledge
      and
      deliver all papers, including applications, renewals, assignments, and
      applications for re-issue, and do all other rightful acts which the Company
      may
      consider necessary, to secure the Company's full rights to the Inventions to
      secure patents or other registrations thereon, and to enforce the Company's
      rights therein. The foregoing obligations shall survive the termination of
      employment with the Company; provided,
      however,
      that
      the Company will compensate Executive at a reasonable rate after such
      termination for time or expenses actually spent at the Company's request on
      such
      matters.

     

    Executive
      represents, warrants and covenants that: (i) he does not have applications
      for patents pending, either domestic or foreign, (ii) there is no invention
      now in his possession which he will claim to be excluded herefrom,
      (iii) his performance of the foregoing disclosure and assignment
      provisions, and his performance of his duties as an employee of the Company
      will
      not breach any invention assignment or proprietary information agreement with
      any former employer or other party, and (iv) he will not bring to the
      Company or use in the performance of his duties with the Company any documents
      or materials of a former employer or third party that are not generally
      available to the public or have not been legally transferred to the
      Company.

     

    11. INDEMNIFICATION.
      The
      Company will indemnify Executive in accordance with the Indemnification
      Agreements dated as of the Effective Date providing for indemnification in
      connection with Executive’s services as a director and officer,
      respectively.

     

    
      
        
        

      

      
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          14
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    12. EXCISE
      TAX.

     

    (a) Reduction.
      Except
      as provided in Section 12(b), in the event it shall be determined that any
      payment or distribution in the nature of compensation (within the meaning of
      Section 280G(b)(2) of the Code) to or for the benefit of Executive, whether
      paid
      or payable or distributed or distributable pursuant to the terms of this
      Agreement (including, without limitation, the accelerated vesting of incentive
      or equity awards held by Executive) or otherwise would be subject to the excise
      tax imposed by Section 4999 of the Code (“Excise Tax”), then the amount of
“parachute payments” (as defined in Section 280G of the Code) payable or
      required to be provided to Executive shall be automatically reduced (a
“Reduction”) to the minimum extent necessary to avoid imposition of such Excise
      Tax.

     

    (b) Gross-Up.
      Notwithstanding any provision herein to the contrary, if a Reduction under
      Section 12(a) would result in the amount of parachute payments being reduced
      by
      10% or more of the aggregate parachute payments, then no Reduction shall apply
      and Executive shall be entitled to receive an additional payment (a “Gross-Up
      Payment”) in an amount such that, after payment (whether through withholding at
      the source or otherwise) by Executive of all taxes (including any interest
      or
      penalties imposed with respect to such taxes), including, without limitation,
      any income taxes (and any interest and penalties imposed with respect thereto),
      employment taxes and Excise Tax imposed upon the Gross-Up Payment, Executive
      retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
      the parachute payment. In the event that the Excise Tax is subsequently
      determined to be less than the amount taken into account hereunder in
      calculating the Gross-Up Payment, Executive shall repay to the Company, within
      five (5) business days following the time that the amount of such reduction
      in
      the Excise Tax is finally determined, the portion of the Gross-Up Payment
      attributable to such reduction. In the event that the Excise Tax is determined
      to exceed the amount taken into account hereunder in calculating the Gross-Up
      Payment (including by reason of any payment the existence or amount of which
      cannot be determined at the time of the Gross-Up Payment), the Company shall
      make an additional Gross-Up Payment in respect of such excess within five (5)
      business days following the time that the amount of such excess is finally
      determined. Executive and the Company shall each reasonably cooperate with
      the
      other in connection with any administrative or judicial proceedings concerning
      the existence or amount of liability for Excise Tax with respect to the
      parachute payments.

     

    (c) Other
      Terms.
      All
      determinations required to be made under this Section 12 shall be made by the
      Company’s accounting firm (the “Accounting Firm”). The Accounting Firm shall
      provide detailed supporting calculations both to the Company and Executive.
      All
      fees and expenses of the Accounting Firm shall be borne solely by the Company.
      Absent manifest error, any determination by the Accounting Firm shall be binding
      upon the Company and Executive. The Gross-Up Payment to Executive, if any,
      shall
      be made no earlier than the date of the “parachute payment” to which such
      Gross-Up Payment relates and no later than December 31st of the year following
      the year during which Executive remits the related Excise Tax.

     

    
      
        
        

      

      
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          15
          -

        
          

        

      

      
        
        

      

    

     

    13. Time
      of Payment; Section 409A.

     

    (a) Time
      of Payment.
      Unless
      otherwise provided, all of the payments due to Executive under Sections 4(b),
      5
      and 12 above shall be made within sixty (60) days following the Date of
      Termination.

     

    (b) Section
      409A of the Code.
      Notwithstanding any provision in this Agreement to the contrary, if the payment
      of any compensation or benefit hereunder (including, without limitation, any
      severance benefit) would be subject to additional taxes and interest under
      Section 409A of the Code because the timing of such payment is not delayed
      as
      provided in Section 409A(a)(2)(B) of the Code, then any such payment or benefit
      that Executive would otherwise be entitled to during the first six (6) months
      following the Date of Termination shall be accumulated and paid or provided,
      as
      applicable, on the date that is six (6) months and one (1) day after the Date
      of
      Termination (or if such date does not fall on a business day of the Company,
      the
      next following business day of the Company), or such earlier date upon which
      such amount can be paid or provided under Section 409A of the Code without
      being
      subject to such additional taxes and interest.

     

    (c) Section
      409A Gross-Up.
      Notwithstanding anything to the contrary in this Agreement, if any payment,
      distribution or provision of a benefit by the Company to or for the benefit
      of
      Executive, whether paid or payable, distributed or distributable or provided
      or
      to be provided pursuant to the terms of this Agreement or otherwise (a
“Payment”) would be subject to an additional tax pursuant to Section 409A of the
      Code as a result of the Company’s failure to comply with the requirements of
      Section 409A(a)(2)(B)(i) of the Code (such additional tax, together with any
      interest or penalties with respect to such additional tax, are hereinafter
      collectively referred to as the “Additional Taxes”), the Company shall pay to
      Executive an additional payment (a “409A Gross-Up Payment”) in an amount such
      that after payment by Executive of all Additional Taxes, including any income
      taxes and Additional Taxes imposed on any 409A Gross-Up Payment, Executive
      retains an amount of the 409A Gross-Up Payment (taking into account any similar
      gross-up payments to Executive under any stock incentive or other benefit plan
      or program of the Company) equal to the Additional Taxes imposed upon the
      Payments. The Company and Executive shall make an initial determination as
      to
      whether a 409A Gross-Up Payment is required and the amount of any such 409A
      Gross-Up Payment. Executive shall notify the Company in writing of any claim
      by
      the Internal Revenue Service which, if successful, would require the Company
      to
      make a 409A Gross-Up Payment (or a 409A Gross-Up Payment in excess of that,
      if
      any, initially determined by the Company and Executive) within ten business
      days
      after the receipt of such claim. The Company shall notify Executive in writing
      at least ten business days prior to the due date of any response required with
      respect to such claim if it plans to contest the claim. If the Company decides
      to contest such claim, Executive shall cooperate fully with the Company in
      such
      action; provided, however, the Company shall bear and pay directly or indirectly
      all costs and expenses (including additional interest and penalties) incurred
      in
      connection with such action and shall indemnify and hold Executive harmless,
      on
      an after-tax basis, for any Additional Taxes or income tax, including interest
      and penalties with respect thereto, imposed as a result of the Company’s action.
      If, as a result of the Company’s action with respect to a claim, Executive
      receives a refund of any amount paid by the Company with respect to such claim,
      Executive shall promptly pay such refund to the Company. If the Company fails
      to
      timely notify Executive whether it will contest such claim or the Company
      determines not to contest such claim, then the Company shall immediately pay
      to
      Executive the portion of such claim, if any, which it has not previously paid
      to
      Executive. In all events, any 409A Gross-Up Payment shall be made by December
      31
      of the year following the calendar year in which the related taxes are remitted
      to the applicable taxing authority. Executive agrees to cooperate with the
      Company and to take any action reasonably requested by the Company to minimize
      the effect of Section 409A of the Code on a Payment.

     

    
      
        
        

      

      
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    14. ENTIRE
      AGREEMENT.
      This
      Agreement sets forth the entire agreement between the parties with respect
      to
      its subject matter hereof and merges and supersedes all prior discussions,
      agreements and understandings of every kind and nature between them, including,
      but not limited to, the Current Employment Agreement, and neither party shall
      be
      bound by any term or condition other than as expressly set forth or provided
      for
      in such agreements. This Agreement may not be changed or modified except by
      an
      agreement in writing, signed by the parties hereto. As of the Effective Date,
      the Executive agrees that Holdings is not bound by any obligations with respect
      to the Current Employment Agreement or this Agreement and agrees that Holdings
      is a third-party beneficiary hereof.

     

    15. EACH
      PARTY THE DRAFTER.
      This
      Agreement and the provisions contained herein shall not be construed or
      interpreted for or against any party to this Agreement because that party
      drafted or caused that party's legal representative to draft any of its
      provisions.

     

    16. WAIVER.
      The
      failure of either party to this Agreement to enforce any of its terms,
      provisions, or covenants shall not be construed as a waiver of the same or
      of
      the right of such party to enforce the same. Waiver by either party hereto
      of
      any breach or default by the other party of any term or provision of this
      Agreement shall not operate as a waiver of any other breach or
      default.

     

    
      
        
        

      

      
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          17
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    17. SEVERABILITY.
      In the
      event that any one or more of the provisions of this Agreement shall be held
      to
      be invalid, illegal or unenforceable, the validity, legality and enforceability
      of the remainder of the Agreement shall not in any way be affected or impaired
      thereby. Moreover, if any one or more of the provisions contained in this
      Agreement shall be held to be excessively broad as to duration, activity or
      subject, such provisions shall be construed by limiting and reducing them so
      as
      to be enforceable to the maximum extent allowed by applicable law.

     

    18. NOTICES.
      Any
      notice given hereunder shall be in writing and shall be deemed to have been
      given when delivered by messenger or courier service (against appropriate
      receipt), or mailed by registered or certified mail (return receipt requested),
      addressed as follows:

     

    If
      to the
      Company: 
Dresser-Rand
      Group Inc.

    1200
      West
      Sam Houston Parkway North

    Houston,
      Texas 77043

    Attention:
      General Counsel

    


    with
      a
      copy
      to:                   Gail
      Stewart

    Baker
      Botts LLP

    910
      Louisiana St.

    Houston,
      Texas 77002

    


    If
      to
      Executive:                  Vincent
      R. Volpe Jr.

    at
      his
      home address in Houston, Texas

    as
      last notified to the Company

    


    or
      at
      such other address as shall be indicated to either party in writing. Notice
      of
      change of address shall be effective only upon receipt.

     

    19. ARBITRATION;
      EXPENSES OF ENFORCEMENT.
      Except
      as otherwise specifically provided in this Agreement, the Company and Executive
      agree to submit exclusively to final and binding arbitration any and all
      disputes or disagreements relating to or concerning the interpretation,
      performance or subject matter of this Agreement in accordance with the National
      Rules for the Resolution of Employment Disputes of the American Arbitration
      Association (“AAA”) using a mutually acceptable single arbitrator. The
      arbitration will take place in Houston, Texas. Executive and the Company agree
      that the decision of the arbitrator will be final and binding on both parties.
      Arbitration shall be commenced by either party filing a demand for arbitration
      with the AAA within 60 days after such dispute has arisen. Each party in such
      an
      arbitration proceeding shall be responsible for the costs and expenses incurred
      by such party in connection therewith (including attorneys’ fees) which shall
      not be subject to recovery from the other party in the arbitration except that
      any and all charges that may be made for the cost of the arbitration and the
      fees of the arbitrators which shall in all circumstances be paid by the Company.
      Any court having jurisdiction may enter a judgment upon the award rendered
      by
      the arbitrator. Notwithstanding the provisions of this Section 19, the Company
      may, if it so chooses, bring an action in any court of competent jurisdiction
      for injunctive relief to enforce Executive’s obligations under Sections 8, 9 or
      10 hereof. 

     

    
      
        
        

      

      
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    20. GOVERNING
      LAW.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas, without regard to its conflict of law rules.

     

    21. JURISDICTION;
      FORUM.
      By the
      execution and delivery of this Agreement, the Company and Executive submit
      to
      the personal jurisdiction of any state or federal court in the State of Texas
      in
      any suit or proceeding arising out of or relating to this Agreement. To the
      extent that either party hereto has or hereafter may acquire any immunity from
      jurisdiction of any court or from any legal process (whether through service
      or
      notice, attachment prior to judgment, attachment in aid of execution, execution
      or otherwise) with respect to itself or its property, the parties each
      irrevocably waives such immunity in respect of its obligations with respect
      to
      this Agreement. This
      Section 21 is subject to the provisions of Section 19 hereof. THE
      PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL
      BY
      JURY IN ANY ACTION TO ENFORCE, OR INTERPRET, THE PROVISIONS OF THIS
      AGREEMENT.

     

    22. INTERPRETATION.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this Agreement. Whenever
      the words “include” or “including” are used in this Agreement, they shall be
      deemed to be followed by the words “without limitation.”

     

    23. COUNTERPARTS.
      This
      Agreement may be executed in one or more counterparts, which, together, shall
      constitute one and the same agreement.

     

    24. EFFECTIVE
      DATE.
      The
      Effective Date of this Agreement shall be June 11, 2008.

    


    25. REQUIRING
      SUCCESSOR TO ASSUME.
      The
      Company will require any successor or assign to all or substantially all of
      the
      business and/or assets of the Company (whether direct or indirect, by purchase
      of assets, merger, consolidation or otherwise) to assume and agree to perform
      this Agreement in the same manner and to the same extent that the Company would
      be required to perform it if no such succession or assignment had taken place,
      and Executive agrees to such assignment.

     

    
      
        
        

      

      
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          19
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    26. CONFLICT.
      In the
      event of a conflict between the terms of this Agreement and the terms of any
      present or future plan, policy or procedure of the Company or any agreement
      between the Company and Executive, including but not limited to a stock option
      agreement or a restricted share agreement, the terms of this Agreement shall
      take precedence and govern.

     

    [Remainder
      of page intentionally left blank; signature page to
      follow]

     

    
      
        
        

      

      
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          20
          -

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
      day
      and year first above written.

    


    
      	
              DRESSER-RAND
                GROUP INC.

            
	 	 
	
              By:
                

            	
              /s/
                Mark F. Mai

            
	 	
              Name:
                Mark F. Mai

            
	 	
              Title:
                Vice President, General Counsel & Secretary

            
	 	 
	
              EXECUTIVE

            
	 	 
	
              By:
                

            	
              /s/
                Vincent R. Volpe Jr.

            
	 	
              Vincent
                R. Volpe Jr.

            


    

     

     

    
      
        
        

      

      
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          21
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    SCHEDULE
      A

    


    DO
      NOT SIGN PRIOR TO 

    FINAL
      DAY OF EMPLOYMENT

    


    RELEASE
      AGREEMENT

    


    This
      RELEASE AGREEMENT (“Release
      Agreement”)
      is
      made between DRESSER-RAND GROUP INC., a Delaware corporation (the “Company”)
      and
      Vincent R. Volpe Jr. (“Executive”).

    


    W
      I T
      N E S S E
      T
      H

     

    WHEREAS,
      Executive and the Company have entered into an Employment Agreement dated as
      of
      _______ ___, 2008 (the “Employment
      Agreement”);

    


    WHEREAS,
      pursuant to Section 4(e) of the Employment Agreement, the Company has agreed
      to
      provide certain severance payments to Executive if Executive executes this
      Release Agreement and does not revoke Executive's consent to this Release
      Agreement; and

    


    WHEREAS,
      this Release Agreement and the Company's obligations under Sections 4
and
      5 of
      the Employment Agreement shall become effective only upon the “Effective Date”
of this Release Agreement (as defined below).

    


    NOW,
      THEREFORE, in consideration of the premises and mutual covenants contained
      herein and for other good and valuable consideration, the receipt of which
      is
      mutually acknowledged, the Company and Executive agree as follows:

    


    1. Release.
      

     

    (a) Executive,
      on behalf of himself, his heirs, executors, administrators, successors and
      assigns, hereby irrevocably and unconditionally releases the Company and its
      subsidiaries, divisions and Affiliates, together with their respective owners,
      assigns, agents, directors, partners, officers, employees, attorneys and
      representatives and any of their predecessors and successors and each of their
      estates, heirs and assigns (collectively, the “Company
      Releasees”)
      from
      any and all charges, complaints, claims, liabilities, obligations, promises,
      agreements, causes of action, rights, costs, losses, debts and expenses of
      any
      nature whatsoever, known or unknown, which Executive or his heirs, executors,
      administrators, successors or assigns ever had, now have or hereafter can,
      will
      or may have (either directly, indirectly, derivatively or in any other
      representative capacity) by reason of any matter, fact or cause whatsoever
      against the Company or any of the other Company Releasees from the beginning
      of
      time to the date of this Release Agreement, except those claims which can not
      be
      released as a matter of law. This release includes, without limitation, all
      claims arising out of, or relating to, Executive's employment and/or end of
      his
      employment with the Company and all claims arising under any federal, state
      and
      local labor, employment and/or anti-discrimination laws including, without
      limitation, the federal Age Discrimination in Employment Act, the Employee
      Retirement Income Security Act, the Americans with Disabilities Act, Title
      VII
      of the Civil Rights Act of 1964, the Family and Medical Leave Act, the Civil
      Rights Act of 1991, the Texas
      Commission on Human Rights Act, and the New York State and City Human Rights
      Laws, each as amended. Notwithstanding the foregoing, this release shall not
      include any ongoing obligations of the Company under the Employment Agreement
      (including but not limited to the obligation to provide severance pay and
      benefits to the Executive under Sections 4, 5, 12 and 13 thereof and the
      indemnification agreements referenced under Section 11 thereof) and any rights
      provided under the Company’s bylaws and the Company’s benefit plans and
      agreements with Executive related thereto, including but not limited to stock
      options, and restricted stock plans and agreements. 

     

    
      
        
        

      

      
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    (b) Executive
      shall execute the Release Agreement on a date which is no sooner than the date
      upon which Executive's employment is terminated.

     

    (c) Executive
      acknowledges and agrees that the Company has fully satisfied any and all
      obligations owed to Executive arising out of Executive's employment with the
      Company, exclusive
      of any ongoing obligations of the Company under the Employment Agreement
      (including but not limited to the obligation to provide severance pay and
      benefits to the Executive under Sections 4, 5, 12 and 13 thereof, the
      indemnification agreements referenced under Section 11 thereof) and any rights
      provided under the Company’s bylaws
      and the
      Company’s benefit plans and agreements with Executive related thereto, including
      but not limited to stock options, and restricted stock plans and
      agreements.
      Executive further acknowledges and agrees that the Company and the other Company
      Releasees have fully complied with their COBRA continuation coverage
      obligations.

     

    (d) Executive
      represents that he has no complaints, charges, or lawsuits pending against
      the
      Company or any of the other Company Releasees. Executive further covenants
      and
      agrees that neither he nor his heirs, executors, administrators, successors
      or
      assigns will be entitled to any Personal recovery in any proceeding of any
      nature whatsoever against the Company or any of the other Company Releasees
      arising out of any of the matters released in this Paragraph 1.

     

    (e) Executive
      has resigned from all positions, if any, with the board of directors of the
      Company and any officer and/or director positions of any parent, subsidiary,
      or
      Affiliate of the Company.

     

    
      
        
        

      

      
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    2. Return
      of Company Property.
      Executive represents and agrees that Executive has returned to the Company
      all
      property of the Company or any of the Company Releasees, including, but not
      limited to, documents, contracts, agreements, plans, photographs, books, notes,
      reports, files, memoranda, records and software, credit cards, cardkey passes,
      door and file keys, computer access codes or disks and instructional manuals,
      and other physical or electronic property that Executive received and/or
      prepared or helped prepare in connection with Executive's employment with the
      Company, and that Executive has not retained any copies, duplicates,
      reproductions or excerpts thereof.

     

    3. No
      Admission of Wrongdoing.
      Nothing
      herein is to be deemed to constitute an admission of wrongdoing by the Company
      or any of the other Company Releasees.

     

    4. Consultation
      with Attorney/Voluntary Agreement.
      Executive acknowledges that (i) the Company has advised Executive of his right
      to consult with an attorney prior to executing this Release Agreement, (ii)
      Executive has carefully read and fully understands all of the provisions of
      this
      Release Agreement, and (iii) Executive is entering into this Release Agreement,
      including the releases set forth in Paragraph 1 above, knowingly, freely and
      voluntarily in exchange for good and valuable consideration.

     

    5. Consideration
      & Revocation Period.
      

     

    (a) Executive
      acknowledges that he has at least twenty-one (21) calendar days to consider
      the
      terms of this Release Agreement, although he may sign it sooner.

     

    (b) Executive
      will have seven (7) calendar days from the date on which he signs this Release
      Agreement to revoke his consent to the terms of this Release Agreement. Such
      revocation must be in writing and must be addressed as follows: General Counsel,
      Dresser-Rand Group Inc., 1200 W. Sam Houston Pkwy. N., Houston, Texas 77043,
      with a copy to Gail Stewart, Baker Botts LLP, 910 Louisiana St., Houston, Texas
      77002. Notice of such revocation must be received within the seven (7) calendar
      days referenced above. In the event of such revocation by Executive, this
      Release Agreement shall not become effective and Executive shall not have any
      rights under Sections 4 and
      5 of
      the Employment Agreement. 

     

    (c) Provided
      that Executive does not revoke this Release Agreement, this Release Agreement
      shall become effective on the eighth (8th) calendar day after the date on which
      Executive signs this Release Agreement (the “Effective
      Date”).

     

    
      
        
        

      

      
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    6. Assignment.
      This
      Release Agreement is Personal to Executive and may not be assigned by Executive.
      This Agreement is binding on, and will inure to the benefit of, the Company
      and
      the other Company Releasees.

     

    7. Waiver
      and Amendments.
      Any
      waiver, alteration, amendment, or modification of any of the terms of this
      Release Agreement shall be valid only if made in writing and signed by the
      parties hereto; provided,
      however,
      that
      any such waiver, alteration, amendment, or modification is consented to on
      the
      Company’s behalf by the Board. No waiver by either of the parties hereto of
      their rights hereunder shall be deemed to constitute a waiver with respect
      to
      any subsequent occurrences or transactions hereunder unless such waiver
      specifically states that it is to be construed as a continuing
      waiver.

     

    8. Severability
      and Governing Law.
      If any
      covenants or such other provisions of this Release Agreement are found to be
      invalid or unenforceable by a final determination of a court of competent
      jurisdiction (a) the remaining terms and provisions hereof shall be unimpaired
      and (b) the invalid or unenforceable term or provision hereof shall be deemed
      replaced by a term or provision that is valid and enforceable and that comes
      closest to expressing the intention of the invalid or unenforceable term or
      provision hereof. THIS RELEASE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
      IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT
      OF LAW RULES.

     

    9. Section
      Headings.
      The
      headings contained in this Release Agreement are for reference purposes only
      and
      shall not affect in any way the meaning or interpretation of this Release
      Agreement. Whenever the words “include” or “including” are used in this Release
      Agreement, they shall be deemed to be followed by the words “without
      limitation.”

     

    10. Entire
      Agreement.
      This
      Release Agreement and the Employment Agreement constitute
      the entire understanding and agreement of the parties hereto regarding the
      employment of Executive. This Release Agreement supersedes all prior
      negotiations, discussions, correspondence, communications, understandings,
      and
      agreements between the parties relating to the subject matter of this Release
      Agreement. 

     

    11. Jurisdiction;
      Forum.
      Executive acknowledges that any disputes under the Employment Agreement or
      this
      Release Agreement shall be subject to the arbitration provisions of Section
      19
      of the Employment Agreement. By the execution and delivery of this Release
      Agreement, Executive submits to the personal jurisdiction of any state or
      federal court in the State of Texas in any suit or proceeding arising out of
      or
      relating to this Release Agreement. To the extent that Executive may acquire
      any
      immunity from jurisdiction of any Texas court or from any legal process (whether
      through service or notice, attachment prior to judgment, attachment in aid
      of
      execution, execution or otherwise) with respect to himself or his property,
      Executive irrevocably waives such immunity in respect of his obligations with
      respect to this Release Agreement. Executive agrees that an appropriate,
      convenient and non-exclusive forum for any and all disputes between the parties
      hereto arising out of this Release Agreement or the transactions contemplated
      hereby shall be in any state or federal court in the State of
      Texas.

     

    
      
        
        

      

      
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    12. Counterparts.
      This
      Release Agreement may be executed in two or more counterparts, each of which
      shall be deemed to be an original but all of which together shall constitute
      one
      and the same instrument. The execution of this Release Agreement may be by
      actual or facsimile signature. 

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Release Agreement as of
      the
      dates indicated below.

    


    DRESSER-RAND
      GROUP INC.

    


    
      	 	 	 
	
              By:

            	 	
              Date

            
	
              Title:

            	 	 


    

    


    
      	
              Executive

            	 	 
	 	 	 
	 	 	
              Date

            


    

     

    
      
        
        

      

      
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