Exhibit 10.44


UNIVERSAL
COMPRESSION HOLDINGS, INC.

SUMMARY OF COMPENSATION FOR

DIRECTORS AND EXECUTIVE OFFICERS


Director Compensation


Directors who are
employees receive no separate compensation for Board service. As of the filing
of the Company’s annual report on Form 10-K for the year ended December 31,
2006, non-employee directors receive the following for their service on the
Board:


·                     An annual
retainer of $30,000 for serving on the Board.


·                     An annual fee
for serving as Chair of a Committee. These fees are as follows: $10,000 for the
Audit Committee Chair; $5,000 for the Compensation Committee Chair; and $5,000
for Nominating and Corporate Governance Committee Chair.


·                     Fees for
meeting attendance of between $500 and $1,000 per Board or Committee meeting attended,
except in the case of a Committee Chair, who will receive $1,500 per Committee
meeting attended.


·                     Reimbursement
for reasonable out-of-pocket expenses.


Non-employee
directors also receive stock option awards under the Universal Compression
Holdings, Inc.’s Incentive Stock Option Plan with a target value equal to
$125,000 (with an assumed option valuation rate as a percentage of face value)
rounded to the nearest 100 options.


Named Executive Officers


The named executive
officers (as such term is defined under the rules and regulations of the
Securities and Exchange Commission) of the Company serve at the discretion of
the Board of Directors. From time to time, the Compensation Committee of the
Board of Directors reviews and determines the salaries that are paid to the
Company’s executive officers. The following are the annualized base salaries
for the named executive officers effective as of the filing of the Company’s
annual report on Form 10-K for the year ended December 31, 2006:


	
  Name

  	
   

  	
  Base Salary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stephen A.
  Snider, Chairman, President and Chief Executive Officer

  	
   

  	
  $

  	
  550,000

  	
   

  
	
  Ernie L. Danner,
  Executive Vice President and Chief Operating Officer

  	
   

  	
  $

  	
  355,000

  	
   

  
	
  J. Michael
  Anderson, Sr. Vice President and Chief Financial Officer

  	
   

  	
  $

  	
  310,000

  	
   

  
	
  D. Bradley
  Childers, Sr. Vice President

  	
   

  	
  $

  	
  300,000

  	
   

  
	
  Kirk E.
  Townsend, Sr. Vice President

  	
   

  	
  $

  	
  315,000

  	
   

  



 


Named executive
officers are also eligible to participate in an Officer’s Incentive Plan, which
provides such executive officers with the potential to earn a cash bonus
expressed as a percentage of salary. The Officer’s Incentive Plan for the
transition period beginning April 1, 2006 and ending December 31, 2006 was
approved by the Compensation Committee of the Board of Directors on May 1, 2005.
 The nine-month measurement period was a
result of the Board of Directors’ decision, in December 2005, to change
the Company’s fiscal year end from March 31 to December 31.


The named executive
officers are also eligible to participate in the following:











·                     Universal
Compression Holdings, Inc.’s Incentive Stock Option Plan;


·                     Universal
Compression Holdings, Inc.’s Restricted Stock Plan;


·                     Universal
Compression, Inc.’s Employees’ Supplemental Savings Plan;


·                     Universal
Compression Holdings, Inc.’s Employee Stock Purchase Plan;


·                     the Company’s
broad-based benefit programs available to its salaried employees, including
401(k), health, disability and life insurance programs.