INDEMNIFICATION
      AGREEMENT

     

    THIS
      AGREEMENT is made the __ day of ____, ____, by and between Dresser-Rand Group
      Inc., a Delaware corporation (the "Corporation"), and ______________________
      (the “Indemnitee”), who serves as [a director/an officer/ an employee] of the
      Corporation.

     

    WHEREAS,
      the Indemnitee has been appointed to serve in the capacity described
      above;

     

    WHEREAS,
      the Corporation wishes the Indemnitee to continue to serve in such capacity
      and
      the Indemnitee is willing, under certain circumstances, to continue in such
      capacity;

     

    WHEREAS,
      the Corporation has agreed to provide the Indemnitee with the benefits
      contemplated in this Agreement.

     

    NOW,
      THEREFORE, in consideration of the Indemnitee's continued and future service
      to
      the Corporation, the parties agree as follows:

     

    
      	
              1.

            	
              INDEMNIFICATION.
                The Corporation agrees to indemnify the Indemnitee to the fullest
                extent
                permitted by Delaware General Corporation Law, as it exists now and
                as it
                may be amended in the future to provide additional indemnification
                for the
                Indemnitee, subject to the provisions of this Agreement. If the Indemnitee
                is entitled under any provision of this Agreement to indemnification
                by
                the Corporation for a portion of any Expenses (as defined below),
                losses,
                liabilities, judgments, fines, penalties and amounts paid in settlement
                incurred by the Indemnitee, but not for the total amount thereof,
                the
                Corporation shall nevertheless indemnify the Indemnitee for such
                portion.

            


    

     

    
      	
              2.

            	
              ADDITIONAL
                INDEMNIFICATION AND PAYMENT OF EXPENSES. Without limiting the
                indemnification provided in Section 1 and subject to the limitations,
                terms and conditions of this Agreement, including, but not limited
                to, the
                limitations in Section 7, the Corporation agrees
                to:

            


    

     

    
      	 	
              (a)

            	
              indemnify
                the Indemnitee against all judgments for both compensatory and punitive
                damages, fines, penalties and settlements incurred in connection
                with any
                threatened, pending or completed action, suit or proceeding, whether
                civil, criminal, administrative or investigative (including, but
                not
                limited to, any action by or in the right of the Corporation) (a
                "Proceeding"), to which the Indemnitee is, was or at any time becomes
                a
                party, or is threatened to be made a party, by reason of the fact
                that the
                Indemnitee is, was or at any time becomes a director, officer, employee,
                agent or fiduciary of the Corporation, or is or was serving or at
                any time
                serves at the request of the Corporation as a director, officer,
                employee,
                agent, or fiduciary of another corporation, partnership, joint venture,
                trust or other enterprise or with respect to any employee benefit
                plan (or
                its participants or beneficiaries) of the Corporation or any such
                other
                enterprise, in each case if Indemnitee acted in good faith and in
                a manner
                he reasonably believed to be in or not opposed to the best interests
                of
                the Corporation, and with respect to any criminal Proceeding, had
                no
                reasonable cause to believe his or her conduct was unlawful; provided,
                however, that with respect to a Proceeding by or in the right of
                the
                Corporation, no such indemnification shall be made in respect of
                any
                claim, issue, or matter as to which Delaware law expressly prohibits
                such
                indemnification by reason of any adjudication of liability of Indemnitee
                to the Corporation, unless and only to the extent that the Court
                of
                Chancery of the State of Delaware or the court in which such action
                or
                suit was brought shall determine upon application that, despite the
                adjudication of liability but in view of all the circumstances of
                the
                case, Indemnitee is entitled to indemnification for such costs, judgments,
                penalties, fines, liabilities and Expenses as such court shall deem
                proper, 

            


    

     

    
      
        	
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              (b)

            	
              pay
                all costs, charges and other expenses, including, but not limited
                to,
                attorneys' fees, costs of appearance, attachment and similar bonds
                (herein
                referred to as "Expenses") incurred in connection with the investigation
                and defense of any action, suit or proceeding for which indemnification
                would be available under Section 2(a),
                and

            


    

     

    
      	 	
              (c)

            	
              pay
                all Expenses actually and reasonably incurred or suffered by Indemnitee
                or
                on Indemnitee's behalf if Indemnitee appears as a witness or otherwise
                incurs legal expenses as a result of or related to Indemnitee's service
                as
                a director or officer of the Corporation, in any threatened, pending
                or
                completed legal, administrative, investigative or other proceeding
                or
                matter to which Indemnitee neither is, nor is threatened to be made,
                a
                party.

            


    

     

    Upon
      written request by Indemnitee for indemnification under clause 2(a) or 2(b),
      the
      entitlement of Indemnitee to indemnification (unless ordered by a court order)
      shall be determined by the following person or persons who shall be empowered
      to
      make such determination (a “Determination”): (a) the Board of Directors of the
      Corporation by a majority vote of the directors who are not party to such
      action, suit or proceeding (the “Disinterested Directors”), whether or not such
      majority constitutes a quorum; (b) a committee of Disinterested Directors
      designated by a majority vote of such directors, whether or not such majority
      constitutes a quorum; (c) if there are no Disinterested Directors, or if the
      Disinterested Directors so direct, by Independent Counsel (defined below) in
      a
      written opinion to the Board of Directors, a copy of which shall be delivered
      to
      Indemnitee; or (d) the stockholders of the Corporation. Any Expenses incurred
      by
      Indemnitee in connection with a request for indemnification or payment of
      Expenses hereunder, under any other agreement, any provision of the
      Corporation's By-laws or any directors' and officers' liability insurance,
      shall
      be borne by the Corporation. The Corporation hereby indemnifies Indemnitee
      for
      any such Expense and agrees to hold Indemnitee harmless therefrom irrespective
      of the outcome of the determination of Indemnitee’s entitlement to
      indemnification. In no event shall a Determination be required in connection
      with advancement of Expenses pursuant to Section 5, in connection with
      indemnification for Expenses incurred as a witness pursuant to clause 2(c),
      or
      incurred in connection with any Proceeding or portion thereof with respect
      to
      which the Indemnitee has been successful on the merits or otherwise. Any
      decision that a Determination is required by law in connection with any other
      indemnification of Indemnitee, and any such Determination, shall be made within
      30 days after receipt of the Indemnitee's written request for indemnification.
      “Independent Counsel” shall: (a) be competent to deliver the opinion required,
      (b) not otherwise have performed any services for the Corporation or any of
      its
      affiliates or for the Indemnitee within the past three years (other than with
      respect to matters concerning the rights of a director or officer of the
      Corporation under this Agreement or a similar agreement), and (c) be selected
      by
      the Corporation with the consent of the Indemnitee, such consent not to be
      unreasonably withheld. The Corporation shall pay the fees and expenses of such
      independent legal counsel. Upon failure of the Board so to select such
      Independent Counsel or upon failure of Indemnitee so to approve, such
      Independent Counsel shall be selected upon application to a court of competent
      jurisdiction. Subject to Section 8, If a Determination unfavorable to a
      Indemnitee is made, the Indemnitee shall have the right to challenge such
      Determination before a court of competent jurisdiction.

    
       

      
        
          	
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              3.

            	
              MAINTENANCE
                OF D&O INSURANCE. The Corporation currently maintains directors' and
                officers' liability insurance with a limit of coverage of $__________
                for
                individual directors (the "D&O
                Policies").

            


    

     

    
      	 	
              (a)

            	
              So
                long as the Indemnitee shall continue to serve in any capacity described
                in Section 2 and thereafter so long as the Indemnitee shall be subject
                to
                any possible action, suit or proceeding by reason of the fact that
                the
                Indemnitee served in any of said capacities, the Corporation will
                purchase
                and maintain in effect for the benefit of the Indemnitee one or more
                valid, binding and enforceable policies of directors' and officers'
                liability insurance providing, in all respects, (i) coverage and
                amounts
                at least comparable to that provided pursuant to the D&O Policies and
                (ii) the same rights and benefits accorded to the most favorably
                insured
                of the Corporation's and its subsidiaries' then current directors
                and
                officers.

            


    

     

    
      	 	
              (b)

            	
              Notwithstanding
                Section 3(a), the Corporation shall not be required to maintain directors'
                and officers' liability insurance in effect if such insurance is
                not
                reasonably available or if, in the reasonable business judgment of
                the
                Board of Directors of the Corporation as it may exist from time to
                time,
                either (i) the premium cost for such insurance is substantially
                disproportionate to the amount of insurance or (ii) the coverage
                is so
                limited by exclusions that there is insufficient benefit provided
                by such
                insurance.

            


    

     

    
       

      
        
          	
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              (c)

            	
              If
                the Corporation, acting under Section 3(b), does not purchase and
                maintain
                in effect directors' and officers' liability insurance, the Corporation
                shall indemnify and hold harmless the Indemnitee to the full extent
                of the
                coverage which would otherwise have been provided by the D&O
                Policies.

            


    

     

    
      	
              4.

            	
              DEFENSE
                OF CLAIM. With respect to any action, suit or proceeding described
                in
                Section 2, the Corporation may participate therein at its own expense,
                and
                may elect to assume the investigation and defense of such action,
                suit or
                proceeding with counsel it selects with the consent of the Indemnitee,
                which consent shall not be unreasonably withheld. After notice to
                the
                Indemnitee from the Corporation of its election to assume the
                investigation and defense, the Corporation shall not be liable to
                the
                Indemnitee under this Agreement for any expenses subsequently incurred
                by
                the Indemnitee in connection with the investigation and defense other
                than
                for services requested by the Corporation or the counsel it selected.
                The
                Indemnitee shall have the right to employ his own counsel, but the
                Expenses incurred by the Indemnitee after notice from the Corporation
                of
                its assumption of the investigation and defense shall be at the expense
                of
                the Indemnitee, unless (i) the employment of counsel by Indemnitee
                has been authorized by the Corporation, (ii)  there is a conflict of
                interest between the Corporation and Indemnitee in the conduct of
                the
                defense of such action or (iii) the Corporation shall not within 60
                calendar days of receipt of notice from Indemnitee in fact have employed
                counsel to assume the defense of the action, in each of which cases
                the
                fees and expenses of Indemnitee's counsel shall be at the expense
                of the
                Corporation. 

            


    

     

    
      	
              5.

            	
              ADVANCE
                PAYMENT OF EXPENSE. The Indemnitee's reasonable Expenses incurred
                in
                connection with any action, suit or proceeding described in Section
                2(a)
                shall be paid by the Corporation within 30 days after the Corporation
                has
                received written statement from or on behalf of the Indemnitee requesting
                such payment or payments from time to time. Such statement or statements
                shall reasonably evidence the expenses and costs incurred by Indemnitee
                in
                connection therewith and shall include or be accompanied by an
                undertaking, in substantially the form attached as Exhibit 1, by
                or on
                behalf of Indemnitee confirming Indemnitee’s obligation under Section 6 to
                reimburse such amounts, if required thereunder. Indemnitee's undertaking
                to reimburse any such amounts is not required to be secured. The
                Corporation shall continue to make such payments unless and until
                there
                has been a final adjudication by a court of competent jurisdiction
                establishing that the Indemnitee is not entitled to be indemnified
                for
                such Expenses under this Agreement.

            


    

     

    
      	
              6.

            	
              INDEMNITEE'S
                REIMBURSEMENT. The Indemnitee agrees to reimburse the Corporation
                for all
                amounts paid by the Corporation pursuant to Sections 1, 2, 3(c),
                4, and 5
                of this Agreement in the event and to the extent, but only in the
                event
                and only to the extent that there is a final adjudication by a court
                of
                competent jurisdiction establishing that the Indemnitee is not entitled
                to
                be so indemnified or to have such Expenses paid by the Corporation.
                Indemnitee’s entitlement to such Expenses shall include those incurred in
                connection with any Proceeding by Indemnitee seeking a judgment in
                court
                pursuant to this Agreement (including the enforcement of this provision).
                

            


    

    
       

      
        
          	
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              7.

            	
              LIMITATIONS
                ON INDEMNIFICATION AND ADVANCEMENT. Notwithstanding anything in the
                foregoing to the contrary, the Corporation shall not be liable under
                this
                Agreement to make any indemnity payment or advancement of Expenses
                in
                connection with any action, suit or proceeding or part thereof (including
                claims and counterclaims): 

            


    

     

    
      	 	
              (a)

            	
              to
                the extent that payment is actually made, or for which payment is
                available, to or on behalf of the Indemnitee under an insurance policy,
                except in respect of any amount in excess of the limits of liability
                of
                such policy or any applicable deductible for such policy; [For
                Director’s Form:
                or]

            


    

     

    
      	 	
              (b)

            	
              to
                the extent that payment (other than a payment described in paragraph
                11
                (c)) has or will be made to the Indemnitee by the Corporation otherwise
                than pursuant to this Agreement[For
                Director’s Form:
                .][For
                all others:
                ;
                or

            


    

     

    
      	 	
              (c)

            	
              initiated
                by Indemnitee[For
                Form in which the officer also serves as a director:
                in
                [his/her] capacity as an officer or employee of the Corporation],
                except a
                judicial proceeding pursuant to Section 8 to enforce rights under
                this
                Agreement, unless the action, suit or proceeding (or part thereof)
                was
                authorized by the Board of Directors of the Corporation.]
                

            


    

     

    
      	
              8.

            	
              ENFORCEMENT
                OF INDEMNITEE'S RIGHTS. The Indemnitee shall have the right to enforce
                this Agreement only in the state courts of the State of Delaware
                if the
                Corporation either fails to Indemnify the Indemnitee pursuant to
                Section
                1, 2 or 3(c) or fails to advance Expenses pursuant to Section 5 within
                30
                days of the receipt of written request to do so from or on behalf
                of the
                Indemnitee. The Indemnitee's Expenses incurred in successfully
                establishing his right to indemnification or advancement of Expenses,
                in
                whole or in part, in any such action (or settlement thereof) (including
                any challenge to an unfavorable Determination pursuant to Section
                2) shall
                be paid by the Corporation.

            


    

     

    
      	
              9.

            	
              SETTLEMENT.
                The Corporation shall not be liable to indemnify the Indemnitee under
                this
                Agreement for any amounts paid in settlement of any action, suit
                or
                proceeding without its written consent, which consent shall not be
                unreasonably withheld. The Corporation shall not settle any action,
                suit
                or proceeding which would impose any penalty or limitation on the
                Indemnitee without the Indemnitee's written consent, which consent
                shall
                not be unreasonably withheld, conditioned or delayed. In the event
                that
                consent is not given and the parties hereto are unable to agree on
                a
                proposed settlement, independent legal counsel shall be retained
                by the
                Corporation, at its expense, with the consent of the Indemnitee,
                which
                consent shall not be unreasonably withheld, conditioned or delayed
                for the
                purpose of determining whether or not the proposed settlement is
                reasonable under all the circumstances, and if independent legal
                counsel
                determines the proposed settlement is reasonable, the settlement
                may be
                consummated without the consent of the other
                party.

            


    

    
       

      
        
          	
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              10.

            	
              CORPORATE
                SUBROGATION RIGHTS. In the event of any payment under this Agreement,
                the
                Corporation shall be subrogated to the extent of such payment to
                all of
                the rights of recovery of the Indemnitee against any person or
                organization and the Indemnitee shall execute all papers required
                and
                shall do everything that may be reasonably necessary to secure such
                rights.

            


    

     

    
      	
              11.

            	
              NON-EXCLUSIVE.
                Nothing in this Agreement shall diminish or otherwise restrict, and
                this
                Agreement shall not be deemed exclusive of, the Indemnitee's rights
                to,
                (a) indemnification, (b) advancement of Expenses under (i) any provision
                of the Delaware General Corporation Law, (ii) the Certificate of
                Incorporation, (iii) By-Laws of the Corporation, or (iv) otherwise,
                or (c)
                compensation, whether cash or equity, paid by the Corporation as
                consideration for the Indemnitee serving as a Indemnitee of the
                Corporation. This Agreement shall not constitute an employment agreement,
                supersede any employment agreement to which the Indemnitee is a party
                or
                create any right of the Indemnitee to continued employment or appointment.
                No resignation or termination of the Indemnitee's position as such
                shall
                affect Indemnitee's rights under this
                Agreement.

            


    

     

    
      	
              12.

            	
              NOTICE
                TO THE CORPORATION. The Indemnitee will promptly notify the Corporation
                of
                any threatened, pending or completed action, suit or proceeding against
                the Indemnitee described in Section 2. The failure to notify or promptly
                notify the Corporation shall not relieve the Corporation from any
                liability which it may have to the Indemnitee otherwise than under
                this
                Agreement, and shall relieve the Corporation from liability hereunder
                only
                to the extent the Corporation has been
                prejudiced.

            


    

     

    
      	
              13.

            	
              NOTICES.
                Any notice that is required or permitted to be given under this Agreement
                shall be in writing and shall be personally delivered or deposited
                in the
                United States mail, certified or registered mail with proper postage
                prepaid and addressed:

            


    

     

    

      
        	
                If
                  to the Corporation:  

              	 
	 	
                Dresser-Rand
                  Group Inc. 

              
	 	
                1200
                  West Sam Houston Pkwy. N.

              
	 	
                Houston,
                  Texas 77043

              
	 	
                Attn:
                  General Counsel

              
	 	 
	
                If
                  to the Indemnitee:

              	 
	 	 

	 	 

	
              	 



      

      
         

        
          
            	
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Or
        at
        such other address as the party may furnish to the other party by ten (10)
        days'
        prior written notice.

    

     

    
      	
              14.

            	
              SEPARABILITY.
                Each of the provisions of this Agreement is a separate and distinct
                agreement and independent of the others, so that if any provision
                shall be
                held to be invalid or unenforceable for any reason, such invalidity
                or
                unenforceability shall not affect the validity or enforceability
                of the
                other provisions.

            


    

     

    
      	
              15.

            	
              GOVERNING
                LAW. This Agreement shall be governed by and construed in accordance
                with
                the laws of the State of Delaware.

            


    

     

    
      	
              16.

            	
              BINDING
                EFFECT. This Agreement shall be binding upon the Indemnitee and upon
                the
                Corporation, its successors and assigns, and shall inure to the benefit
                of
                the Indemnitee, his heirs, personal representatives and assigns and
                to the
                benefit of the Corporation, its successors and
                assigns.

            


    

     

    
      	
              17.

            	
              AMENDMENT
                AND TERMINATION. No amendment, modification, termination or cancellation
                of this Agreement shall be effective unless in writing signed by
                both
                parties.

            


    

     

    
      	
              18.

            	
              ENTIRE
                AGREEMENT. This Agreement, having an effective date as first written
                above, contains the entire agreement and understanding of the parties
                with
                respect to the subject matter hereof and supersedes all prior
                understandings, arrangements, representations, warranties and agreements
                between the parties, whether oral or written, with respect to the
                subject
                matter of this Agreement. This Agreement may be executed in multiple
                counterparts, each of which shall be deemed an original, but all
                of which
                shall collectively constitute one and the same instrument. Faxed
                copies
                shall be given the full force and effect as an
                original.

            


    

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement.

    


    
      	
              Indemnitee

            	 	
              Dresser-Rand
                Group Inc.

            
	 	 	 
	 	 	
              By:

            
	 	 	
              Its:

            


    

     

    
      
        	
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    EXHIBIT
      1

     

     

    


     

    UNDERTAKING
      TO REPAY INDEMNIFICATION EXPENSES

    


    I
      ___________________________________________________, agree to reimburse the
      Corporation for all expenses paid to me by the Corporation in connection with
      any Proceeding (as defined in the Indemnification Agreement dated as of
      ___________ between me and the Corporation), in the event, and to the extent
      that it shall finally be determined after all appeals by a court of competent
      jurisdiction that I am not entitled to be indemnified by the Corporation for
      such expenses.

    


    
      	
              Signature
                

            	 

	 	 
	
              Typed Name  

            	 

	 	 
	
              Office

            	 



    

     

    
      	 
	
              )
                ss:

            


    

    


    Before
      me
______________________,
      on this
      day personally appeared ___________________,
      known
      to me to be the person whose name is subscribed to the foregoing instrument,
      and
      who, after being duly sworn, stated that the contents of said instrument is
      to
      the best of his/her knowledge and belief true and correct and who acknowledged
      that he/she executed the same for the purpose and consideration therein
      expressed.

    


    GIVEN
      under my hand and official seal at ________, this _______
      day of
___________,
      200__.


    


    
      	 

	
              Notary
                Public

            


    

     

    My
      commission expires:

     

    
       

      
        
          	
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