**Exhibit        10.14**

**RETIREMENT        PLAN RESTORATION PLAN**

**FOR        SALARIED EMPLOYEES OF LUFKIN INDUSTRIES, INC.**

          of the          payment to be made therefrom, shall be binding and conclusive on all persons          for          all purposes, subject to any rights of the Participant to make a claim          under          Title I of the Employee Retirement Income Security Act of 1974.

|   | (a)    | the                  monthly benefit that would have been paid to such Participant,                  or on his                  behalf to his Beneficiary or Beneficiaries, as of his date of termination                  of employment with the Employer, under the Basic Plan as in effect                  on the                  date of termination of his employment with the Employer, if the                  provisions                  of the Basic Plan had been administered without regard to the limitations                  imposed by Section 415 of the Code and without the limitation imposed                  by                  Section 401(a)(17) of the Code on the amount of his Compensation                  under the                  Basic Plan and if the Participant’s Compensation under the Basic Plan had                  not been reduced by any deferrals of his Compensation which he                  elected to                  make under a deferred compensation agreement with the Employer                  pursuant to                  a nonqualified defined contribution plan restoration plan maintained                  by                  the Employer; |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | over                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (b)    | the                  monthly benefit that is actually payable to such Participant, or                  on his                  behalf to his Beneficiary or Beneficiaries, as of his date of termination                  of employment with the Employer, under the Basic Plan as in effect                  on the                  date of his termination of employment with the                  Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

8. Amendment        and Termination

15. Law        Governing

|                            |   |                                     |   |                                |
|--------------------------------------|--------|------------------------------------------|--------|-------------------------------------|
| (CORPORATE                  SEAL)    |   |                                     |
|                                 |   |
| ATTEST:                              |   | LUFKIN                  INDUSTRIES, INC. |
|                                 |   |                                     |
| /s/                  C.J. Haley, Jr. |   | By                                       |   | /s/                  F.B. Stevenson |
| Secretary                            |   | Title:                                   |   | President                           |

----

**AMENDMENT        ONE**

**RETIREMENT        PLAN RESTORATION PLAN FOR SALARIED EMPLOYEES OF LUFKIN INDUSTRIES,        INC**

**WHEREAS**

**WHEREAS**

**WHEREAS**

**NOW,          THEREFORE**

*Effective          as of January 1, 2005, Section 6 of the Restoration Plan shall be amended          to          read as follow*

|   | (a)    | Pre-2005                  Accruals. The present value as of December 31, 2004 of the monthly                  retirement benefit that would be payable to a Participant (or Beneficiary)                  if the Participant voluntarily terminated service without cause                  on                  December 31, 2004 and received a payment of the benefits with the                  maximum                  value available from the Restoration Plan on the earliest possible                  date                  allowed under the Plan to receive a payment of benefits following                  the                  termination of services within the meaning of applicable guidance                  relating                  to the provisions of Section 409A of the Internal Revenue Code                  shall                  herein be referred to as the “Pre-2005 Accruals”. Increases in the present                  value of the future payments to which the Participant or Beneficiary                  are                  entitled as of December 31, 2004, due solely to the passage of                  time                  determined using the same interest rate used to determine the amounts                  under the Restoration Plan before January 1, 2005 resulting from                  the                  shortening of the discount period before the future payments are                  made,                  plus, if applicable an increase in the present value resulting                  from the                  Participant’s survivorship during the year shall also be included in the                  “Pre-2005 Accruals”, however, an increase in the potential benefits under                  the Restoration Plan due to an application of an increase in compensation                  after December 31, 2004 to prior years or service or subsequent                  eligibility for an early retirement subsidy shall not constitute“Pre-2005                  Accruals”. The payment of Pre-2005 Accruals shall be coincident with and                  in the same manner as the payment of the benefits to such Participant                  or                  Beneficiary under the Basic Plan |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (b)    | Post-2004                  Accruals. The monthly retirement benefit payable to a Participant                  (or                  Beneficiary) which is accrued under the Restoration Plan in excess                  of the                  Pre-2005 Accruals shall be referred to herein as the “Post-2004 Accruals”.                  The benefit payable to a Participant (or Beneficiary) under this                  Restoration Plan attributable to Post-2004 Accruals shall be paid                  or                  commence as soon as administratively feasible following the participant’s                  Benefit Distribution Date (as defined below) and the Participant                  shall be                  entitled to make the following elections as to the form and timing                  of the                  payment:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | At                  any time prior to the date the Participant first becomes eligible                  to                  participate in the Restoration Plan and subject to such requirements                  as                  may be imposed by the Committee, Participant may elect to receive                  the                  Actuarial Equivalent of his benefits under the Restoration Plan                  in a lump                  sum or in any form of benefit offered under the Basic Plan commencing                  on                  his or her Benefit Distribution Date; |
|   |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | At                  any time prior to January 1, 2006, subject to such requirements                  as may be                  imposed by the Committee, a Participant may elect to receive benefits                  under the Restoration Plan in a lump sum or in any form of benefit                  offered                  under the Basic Plan commencing on his or her Benefit Distribution                  Date; |
|   |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | At                  any time prior to Participant’s Benefit Distribution Date, Participant may                  elect to change his form of benefit to a lump sum or any of the                  forms of                  distribution permitted under the Basic Plan, provided that such                  change                  complies with each of the following requirements: |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 1. | Such                  payment change must be submitted to and accepted by the Committee                  in its                  sole discretion at least twelve (12) months prior to the Participant’s                  previously designated scheduled Benefit Distribution Date;                  and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 2. | The                  new scheduled Benefit Distribution Date selected by the Participant                  must                  be at least five years after the previously designated Benefit                  Distribution Date; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 3. | The                  election of the new scheduled Benefit Distribution Date shall have                  no                  effect until at least twelve (12) months after the date on which                  the                  election is made |
|   |   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Absent                  an election by the Participant in accordance with (i), (ii) or                  (iii)                  above, all Post-2004 Accruals shall be paid in one lump sum as                  soon as                  administratively feasible following the Participant’s Benefit Distribution                  Date. |
|   | (c)    | “Benefit                  Distribution Date” shall mean the date that is as soon as administratively                  feasible following a participant’s separation from service (within the                  meaning of section 409A of the Code) with the Company and each                  member of                  its controlled group; provided, however, that in the event that                  a                  participant is determined by the Committee to be a “key employee” (as                  defined in section 416(i) of the Code without regard to paragraph                  (5)                  thereof) as of the last day of the calendar year prior to the                  Participant’s separation from service, such participant’s Benefit                  Distribution Date shall be the date that is the earlier of (i)                  participant’s date of death or (ii) six (6) months following such                  separation from service. If a participant would have received payments                  during such six-month period but for the fact that participant                  is a “key                  employee”, participant’s installment payments shall be accumulated during                  such six-month period and paid as soon as administratively feasible                  after                  such six-month period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (d)    | The                  Beneficiary or Beneficiaries of a Participant under the Basic Plan                  shall                  be the Beneficiary or Beneficiaries of such Participant under this                  Restoration Plan. For the purposes of this Restoration Plan, a                  Participant’s service with an Employer shall not be considered to have                  terminated so long as such Participant is in the employee of a                  Controlled                  Group Member.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (e)    | Subject                  to the foregoing and other provisions of the Restoration Plan,                  a                  Participant’s rights under this Restoration Plan, including his rights to                  vested benefits, shall be the same as his rights under the Basic                  Plan,                  except that he shall not be entitled to any payments from the trust                  fund                  maintained under the Basic Plan on the basis of any benefits to                  which he                  may be entitled under this Restoration Plan. All benefits payable                  under                  this Restoration Plan to or on behalf of Participants who are Employees                  of                  a particular Employer shall be paid from the general assets of                  that                  Employer. An Employer shall not be required to set aside any funds                  to                  discharge its obligations hereunder, but the Employer may set aside                  such                  funds if it chooses to do so. Any and all funds so set aside shall                  remain                  subject to the claims of the general creditors of the Employer,                  present                  and future. No Employee, his Beneficiary or Beneficiaries, or any                  other                  person shall have, under any circumstances, any interest whatever                  in any                  particular property or assets of the Employer by virtue of this                  Restoration Plan, and the rights of the Employee, his Beneficiary                  or                  Beneficiaries, or any other person who may claim a right to receive                  benefits under this Restoration Plan shall be no greater than the                  rights                  of an unsecured general creditor of the                  Employer.                                                                                                                                                                                                                                                                                                                          |

| **ATTEST:**                    | **COMPANY**                                  |
|--------------------------------|----------------------------------------------|
|                           | **LUFKIN                  INDUSTRIES, INC.** |
| /s/                  P G Perez | By:                                          | /s/                  R D Leslie |
| Secretary                      | Title:                                       | Vice                  President/Treasurer/Chief Financial                  Officer |