The Dresser-Rand Company Non-Qualified Retirement Plan
 The Dresser-Rand Company
 Non-Qualified Retirement Plan




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The Dresser-Rand Company Non-Qualified Retirement Plan
 TABLE OF CONTENTS
 INTRODUCTION
    
    
    1ARTICLE I: DEFINITIONS
    
    
    21.1
    
    Account
    
    
    21.2
    
    Associated Company
    
    
    21.3
    
    Beneficiary
    
    
    21.4
    
    Board
    
    
    21.5
    
    Bonus
    
    
    21.6
    
    Change in Control
    
    
    21.7
    
    Class Year Account
    
    
    31.8
    
    Code
    
    
    31.9
    
    Code Section 409A
    
    
    41.10
    
    Company
    
    
    41.11
    
    Company Match Contribution
    
    
    41.12
    
    Deferral Election
    
    
    41.13
    
    Deferral Period
    
    
    41.14
    
    Distribution Election
    
    
    41.15
    
    Eligible Employee
    
    
    41.16
    
    Employee Benefits Committee
    
    
    51.17
    
    Employee
    
    
    51.18
    
    Enrollment Period
    
    
    51.19
    
    ERISA
    
    
    51.20
    
    Participant
    
    
    51.21
    
    Performance-Based Bonus
    
    
    71.22
    
    Plan
    
    
    71.23
    
    Plan Year
    
    
    71.24
    
    Salary
    
    
    71.25
    
    Separation from Service
    
    
    71.26
    
    Short-Term Distribution Option
    
    
    81.27
    
    Spouse
    
    
    81.28
    
    Termination Distribution Option
    
    
    81.29
    
    Trust
    
    
    81.30
    
    Unforeseeable Emergency
    
    
    81.31
    
    Valuation Date
    
    
    91.32
    
    Transfer Contributions
    
    
    9ARTICLE II: ELIGIBILITY AND PARTICIPATION
    
    
    102.1
    
    Participation
    
    
    102.2
    
    Termination of Participation
    
    
    102.3
    
    Inactive Participation
    
    
    102.4
    
    Enrollment Period
    
    
    10ARTICLE III: PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS
    
    
    123.1
    
    Participant Salary and/or Bonus Deferrals
    
    
    12
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The Dresser-Rand Company Non-Qualified Retirement Plan
 3.2
    
    Company Match Contribution
    
    
    12ARTICLE IV: ACCOUNTS
    
    
    144.1
    
    Establishment of Accounts
    
    
    144.2
    
    Earnings Credited to Accounts
    
    
    14ARTICLE V: ELECTION, TIMING AND FORM OF DISTRIBUTIONS
    
    
    155.1
    
    Participant's Distribution Election of Timing and Form of Payment
    
    
    155.2
    
    Class Year Accounts Subject to Short-Term Distribution Options
    
    
    175.3
    
    Accounts Subject to the Termination Distribution Option
    
    
    175.4
    
    Hardship Distributions
    
    
    175.5
    
    Restrictions on Specified Employees
    
    
    18ARTICLE VI: VESTING
    
    
    196.1
    
    Vesting
    
    
    196.2
    
    Service
    
    
    19ARTICLE VII: DEATH BENEFITS
    
    
    207.1
    
    Beneficiary Designation
    
    
    207.2
    
    Death of Participant
    
    
    20ARTICLE VIII: ADMINISTRATIVE POWERS AND DUTIES
    
    
    218.1
    
    Plan Administration
    
    
    218.2
    
    Delegation of Authority
    
    
    218.3
    
    Expenses
    
    
    218.4
    
    Indemnity of Employee Benefits Committee
    
    
    218.5
    
    Claims and Appeals Procedures
    
    
    228.6
    
    Exhaustion of Administrative Remedies
    
    
    23ARTICLE IX: AMENDMENT AND TERMINATION
    
    
    249.1
    
    Amending the Plan
    
    
    249.2
    
    Plan Termination
    
    
    24ARTICLE X: MISCELLANEOUS
    
    
    2510.1
    
    Severability
    
    
    2510.2
    
    Unsecured Interest
    
    
    2510.3
    
    Payments to the Account Trust
    
    
    2510.4
    
    Not an Employment Agreement
    
    
    2510.5
    
    No Assignment or Anticipation of Benefits
    
    
    2610.6
    
    Taxes
    
    
    2610.7
    
    State Law
    
    
    2610.8
    
    Legal Actions
    
    
    2710.9
    
    Facility of Payment
    
    
    2710.10
    
    Unclaimed Benefits
    
    
    2710.11
    
    Appendices
    
    
    2710.12
    
    Entire Agreement
    
    
    27




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The Dresser-Rand Company Non-Qualified Retirement Plan
 INTRODUCTION
     1




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The Dresser-Rand Company Non-Qualified Retirement Plan
 Article I:Definitions
 1.1
    
    Account
  (a)
    
    Salary Deferrals(b)
    
    Bonus Deferrals(c)
    
    Company Match Contributions(d)
    
    Transfer Contributions
  1.2
    
    Associated Company
  1.3
    
    Beneficiary
  1.4
    
    Board
  1.5
    
    Bonus
  1.6
    
    Change in Control
  2




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The Dresser-Rand Company Non-Qualified Retirement Plan
 (a)
    
    during any 12-month period, 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;(b)
    
    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 an Associated Company, or any employee
benefit plan (or related trust) sponsored or maintained by the Company or an Associated
Company, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 50% or more of the combined voting power of the Companys then
outstanding voting securities entitled to vote generally in the election of directors;(c)
    
    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; and(d)
    
    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, Associated Companies.
  1.7
    
    Class Year Account
  1.8
    
    Code
  3




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The Dresser-Rand Company Non-Qualified Retirement Plan
 1.9
    
    Code Section 409A
  1.10
    
    Company
  1.11
    
    Company Match Contribution
  1.12
    
    Deferral Election
  1.13
    
    Deferral Period
  1.14
    
    Distribution Election
  1.15
    
    Eligible Employee
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The Dresser-Rand Company Non-Qualified Retirement Plan
  1.16
    
    Employee Benefits Committee
  1.17
    
    Employee
   1.18
    
    Enrollment Period
  1.19
    
    ERISA
  1.20
    
    Participant
 (a)
    
    Subject to paragraph (b), a Participant means an individual: (1) who is an
Eligible Employee and who has elected, under the Plan, to defer payment of all or
allowable portions of his or her Bonus or Salary or (2) who has a Transfer Contribution
to his credit.(b)
    
    An individual who becomes a Participant solely as a result of having a Transfer
Contribution to his credit shall not be eligible to make a Deferral Election or receive
an allocation of Company Match Contribution under Article III until and
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The Dresser-Rand Company Non-Qualified Retirement Plan
  6




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The Dresser-Rand Company Non-Qualified Retirement Plan
 1.21
    
    Performance-Based Bonus
  (a)
    
    which provides compensation based on the achievement of individual and/or
organizational performance goals, measured (objectively and/or subjectively) over a
period of at least 12 months;(b)
    
    is subject to performance criteria established in writing not later than the
90th day of such performance period;(c)
    
    for which there is no substantial certainty of payment, and the amount of the
Bonus is not ascertainable, at the time a Participants Deferral Election is to be made
for such Bonus; and(d)
    
    which, in all other respects, complies with the definition of
performance-based compensation under Code Section 409A.
 1.22
    
    Plan
  1.23
    
    Plan Year
  1.24
    
    Salary
  1.25
    
    Separation from Service
  7




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The Dresser-Rand Company Non-Qualified Retirement Plan
   1.26
    
    Short-Term Distribution Option
  1.27
    
    Spouse
  1.28
    
    Termination Distribution Option
  1.29
    
    Trust
  1.30
    
    Unforeseeable Emergency
  8




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The Dresser-Rand Company Non-Qualified Retirement Plan
  (a)
    
    an illness or accident of the Participant or his or her Spouse, beneficiary or
dependent, as defined in Code Section 152(a), and the related extraordinary and
unforeseeable medical expenses, including non-refundable deductibles and the cost of
prescription drugs;(b)
    
    loss of a Participants property due to casualty (including the need to rebuild
a home following damage to a home not otherwise covered by insurance);(c)
    
    other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant, such as the imminent foreclosure of or
eviction from the Participants primary residence, or extraordinary funeral expenses of
a Spouse, beneficiary or dependent (as defined above).
  1.31
    
    Valuation Date
  1.32
    
    Transfer Contributions
  9




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The Dresser-Rand Company Non-Qualified Retirement Plan
 Article II:Eligibility and Participation
 2.1
    
    Participation
 (a)
    
    Once an Employee is determined to be an Eligible Employee during the Enrollment
Period (Section 2.4), he or she shall be eligible to make a Deferral Election during
the applicable Enrollment Period following the eligibility effective date designated by
the Board. Such an Eligible Employee shall become a Participant on the January 1
immediately following his or her timely delivery of a Deferral Election in which he or
she elects to defer an amount of Salary and/or Bonus.(b)
    
    If an Employees status/position changes such that he/she is no longer an
Eligible Employee, under the criteria set forth in Section 1.15, such Employee shall
continue to be a Participant for the remainder of the calendar year. However, at the
end of this calendar year, the Employee shall cease to be an active Participant and the
provisions of Section 2.3 below shall apply.(c)
    
    A Participant shall be entitled to participate under the terms of the Plan only
so long as the Board shall allow.
 2.2
    
    Termination of Participation
  2.3
    
    Inactive Participation
   2.4
    
    Enrollment Period
 (a)
    
    Administration of Enrollment Period
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The Dresser-Rand Company Non-Qualified Retirement Plan
  (b)
    
    Enrollment for a Newly Eligible Employee
   (c)
    
    Deadline for Deferral Election Form
  (i)
    
    To Defer Salary:A specified date during the December
immediately prior to the calendar year in which the Salary is earned; and(ii)
    
    To Defer a Bonus:Six full months prior to the last day of the
fiscal year during which performance is measured for the Bonus.
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The Dresser-Rand Company Non-Qualified Retirement Plan
 Article III:Participant Deferrals and Company Contributions
 3.1
    
    Participant Salary and/or Bonus DeferralsEach Eligible Employee shall be eligible to make an annual Deferral Election, with regard to
the Salary and/or Bonus that will be earned in the following Plan Year, during an Enrollment
Period as described in Section 2.4, and in accordance with the
following terms:
 (a)
    
    Bonus DeferralsAn Eligible Employee may elect, under the terms and conditions of the Plan, to defer
up to 80% of his or her Bonus. As soon as practicable on or after the date a Bonus
is awarded, for each Eligible Employee whose Deferral Election provides for deferral
of a Bonus amount, the applicable dollar amount that the Participant elected to
defer shall be credited to his or her Class Year Account and designated with the
timing and form of Distribution Election elected by the Eligible Employee.(b)
    
    Salary DeferralsAn Eligible Employee may elect, under the terms and conditions of the Plan, to defer
up to 80% his or her Salary per pay period. Such Salary Deferrals shall be credited
to his or her Class Year Account and earmarked with the timing and form of
Distribution Election elected by the Eligible Employee.
 The Eligible Employees Deferral Election shall become irrevocable on the last day of the
Enrollment Period.3.2
    
    Company Match ContributionThe dollar-for-dollar Company Match Contribution, as described in Section 1.11, for a Plan
Year shall not exceed the dollar amount, as follows:
 Tier 13⁄4
    
    For Participants in Pay Grades 35 and higher, 100% of the first 10%
of Salary Deferral and Bonus Deferral, up to a maximum Company Match Contribution of
$150,000 during the Plan Year
 Tier 23⁄4
    
    For Participants in Pay Grades 32 through 34, the Company Matching
Contribution shall equal 100% of first 5% of Salary Deferral and Bonus Deferral, up to
a maximum Company Match Contribution of $15,000 during the Plan Year.
 For purposes of this definition, if the Participants status changes such that he or she:
 (a)
    
    Was receiving the Tier I Company Match Contribution and becomes Eligible for
the Tier 2 Company Match Contribution during the same Plan Year, the Participant will
begin receiving the Tier 2 Company Match Contribution as of the effective date of the
pay grade change, for the remainder of the same Plan Year,
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The Dresser-Rand Company Non-Qualified Retirement Plan
 (b)
    
    Was receiving the Tier 2 Company Match Contribution and becomes Eligible for
the Tier 1 Company Match Contribution during the same Plan Year, the Participant will
begin receiving the Tier 1 Company Match Contribution as of the effective date of the
pay grade change, for the remainder of the same Plan Year,(c)
    
    Is no longer an Eligible Employee, the Participants Salary and Bonus deferrals
and associated Company Matching Contributions will continue, subject to the Tier 2
limit as of the effective date he/she became an Ineligible Employee, for the remainder
of the same Plan Year.
 The Company Match Contribution and applicable investment gains and losses are not subject to
the Short-Term Distribution Option.Effective for Company Match Contributions that relate to 2009 and later Plan Years, a
Participant shall be not eligible for an allocation of match attributable to a Participants
Bonus Deferral, unless he is employed on the December 31 of the calendar year to which the
Bonus relates, or he has died or become disabled.
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The Dresser-Rand Company Non-Qualified Retirement Plan
 Article IV: Accounts
 4.1
    
    Establishment of AccountsThe Employee Benefits Committee (or the designated third-party record keeper, if any) shall
establish on the Companys books and records an Account for each Participant and such
sub-accounts as are described in this Plan and applicable to the Participant. For purposes
of this Article IV, a Participants Account is a bookkeeping entry only and does not entitle
the Participant to any ownership interest in any actual assets.4.2
    
    Earnings Credited to AccountsUntil a Participants Account has been fully distributed, the balance of such Account shall
be credited as of each Valuation Date with the investment earnings, losses and/or income
attributable to the investment fund or funds chosen by the Participant. The Employee
Benefits Committee shall have full and complete discretion to determine the investment funds
offered under the Plan.
 The Employee Benefits Committee shall have the authority to establish any and all rules
pertaining to the frequency of permissible changes in investment directions, the manner and
timing for a Participant to deliver directions for the investment of future allocations to
his or her Account, and procedures for the reinvestment of existing account balances.
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The Dresser-Rand Company Non-Qualified Retirement Plan
 Article V: Election, Timing and Form of Distributions
 5.1
    
    Participants Distribution Election of Timing and Form of Payment
 (a)
    
    Election of Distribution
 (i)
    
    A Participants Distribution Election shall include
electing whether a deferral of Salary and/or Bonus shall be subject to the
Short-Term Distribution Option or the Termination Distribution Option. The
Participant may choose separate Short-Term Distribution Options for Salary
and Bonus.The Termination Distribution Option shall automatically apply to a
Participants vested portion of the Company Matching Contributions Account,
and all applicable investment earnings thereon.(ii)
    
    In lieu of an election submitted by the Participant, the
default Termination Distribution Election will be in the form of a single
lump sum.(iii)
    
    The Distribution Elections described in this Article V
must be completed by, and shall be irrevocable on, the deadline date for
making the Deferral Election under Section 2.4(c).(iv)
    
    (A) Notwithstanding subparagraphs (i) and (iii) of this
Section 5.1(a), the provisions of this subparagraph (iv) shall apply to the
time and manner of distribution of a Participants Transfer Contributions and
earnings.
    15




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The Dresser-Rand Company Non-Qualified Retirement Plan
 (b)
    
    Timing of Distributions
 (i)
    
    Short-Term Distribution OptionIf the Participant elects the Short-Term Distribution Option, which shall
apply to the principal amount of Salary or Bonus deferred, and any
applicable investment earnings, he or she is to specify the year in which
the Short Term Distribution is to be paid.The earliest Short-Term Distribution Option payment date of a Class Year
Account shall be in January following a period of two calendar years post
the Participants Deferral Period.However, if the Participants Separation from Service or death precedes a
scheduled Short-Term Distribution payment date, all pending Short-Term
Distributions are voided and the Termination Distribution Option or Survivor
distribution option shall be administered.(ii)
    
    Termination Distribution OptionIf the Participant elects the Termination Distribution Option for his or her
deferred Salary or deferred Bonus, the triggering event for the distribution
of the Class Year Account shall be the Participants Separation from
Service. In no event shall such distribution be made or commence later than
the end of the calendar year containing the date of such Separation from
Service or the 15th day of the third month following such date,
if later. In the event a Participant incurs a Separation from Service as a
result of a Change in Control, the latest date on which payment can be made
shall be determined without regard to the date on which the Company incurs a
Change in Control.
 (c)
    
    Form of Distribution
 (i)
    
    Short-Term Distribution OptionThe form of payment for a distribution of deferred Salary or Bonus, to the
extent that a Participant has elected the Short Term Distribution Option for
a Class Year Account, shall be a single lump sum payment at the time elected
by the Participant (as stated in subsection (b)(i) above.(ii)
    
    Termination Distribution OptionAs applied to all of a Participants Account balances that are subject to
the Termination Distribution Option (or which become subject to that option
at the time of the Participants Separation from Service), a Participant
shall make an initial Deferral Election among the following optional forms
of payment. Once elected, the form of payment for the Termination
Distribution Option may not be changed by the Participant. The optional
forms of payment are:
 (A)
    
    a single lump-sum payment;(B)
    
    a single lump-sum payment in January following
the Participants
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The Dresser-Rand Company Non-Qualified Retirement Plan
 Separation from Service; or
 (C)
    
    an annual declining balance installment over a
period of 5 years. Each installment payment will be issued in January
of each year. The amount of the annual installment shall be calculated
using a declining balance formula whereby the first payment will be 1/5
of the account, the second payment will be 1/4 of the remaining
Account, and so on until the account is depleted. Payment of
installments shall not be interrupted or suspended in the event a
Participant becomes rehired by the Company.
 5.2
    
    Class Year Accounts Subject to Short-Term Distribution Options
 (a)
    
    Payment Triggered by Short-Term Distribution ElectionIn the case of a Class Year Account for which a Participant has elected a Short-Term
Distribution Option, the principal amount of deferred Salary or Bonus, plus
applicable earnings credited to that Class Year Account, shall be distributed in one
lump-sum payment in January of the calendar year, in accordance with the
Participants applicable Distribution Election. Payment shall be made no later than
the end of the calendar year containing the specified date.(b)
    
    ExceptionNotwithstanding subsection (a), all of the Participants future elected Short-Term
Distribution Options shall cease to apply in the event of the Participants
Separation from Service, in which case, the Participants election under the
Termination Distribution Option shall apply.
 5.3
    
    Accounts Subject to the Termination Distribution Option
 (a)
    
    Payment Triggered by Separation from ServiceIn the event of a Participants Separation from Service, the Separation from Service
shall be a triggering event for the distribution of a Participants vested Account,
including: (i) the principal and earnings of any and all Class Year Accounts
(regardless of any Short-Term Distribution Option elected by the Participant), (ii)
the Participants Company Match Contribution Account and (iii) the Participants
Transfer Account.(b)
    
    Form of PaymentA distribution triggered by a Participants Separation from Service shall be paid in
the form elected by the Participant for his or her Termination Distribution Option.
 5.4
    
    Hardship Distributions
 (a)
    
    In the event of a Participants Unforeseeable Emergency, a Participant may
request, and the Employee Benefits Committee may approve, a withdrawal from
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The Dresser-Rand Company Non-Qualified Retirement Plan
 the balance
of the Participants Account (excluding Transfer Contributions and
earnings). In such a case, the burden of proof shall be on the Participant to
produce information sufficient to demonstrate to the Employee Benefits Committee the
existence of the Unforeseeable Emergency, the inadequacy or lack of availability of
other resources, and the amount required to satisfy the need. Distributions
attributable to an Unforeseeable Emergency shall be limited to the amount that the
Employee Benefits Committee determines to be reasonably necessary to satisfy the
emergency need (which may include amounts necessary to pay any federal, state, or
local income taxes or penalties reasonably anticipated to result from the
distribution). A distribution on account of an Unforeseeable Emergency may not be
made to the extent that the emergency is or may be relieved through reimbursement
from insurance or otherwise, or by liquidation of the Participants assets, to the
extent the liquidation of such assets would not cause severe financial hardship.(b)
    
    Suspension of Deferrals following Hardship DistributionIn the event that a Participant receives a hardship withdrawal pursuant to
subsection (a) or (b) above, or from the Retirement Savings Plan, any Deferral
Election under this Plan shall be suspended for the remainder of the Plan Year.
 5.5
    
    Restrictions on Specified EmployeesNotwithstanding any other provision of this Plan to the contrary and except as otherwise
permitted under Code Section 409A, in the case of a Participant who is a specified
employee as such term is defined under Code Section 409A(a)(2)(B)(i), no distribution shall
be made to such Participant upon such Participants Separation from Service until the date
that is six months after such Participants Separation from Service. A specified employee
is a Participant who is a key employee as defined in Code Section 416(i) (without regard to
paragraph (5) thereof) of the Company while the Company is a corporation, any stock of which
is publicly traded on an established securities market. A Participant is a specified
employee for the 12-month period beginning April 1 if such Participant meets the
requirement for a key employee for the calendar year immediately preceding the April 1 date.
Any payments delayed under this Section 5.5 will be credited with applicable investment
gains/losses in the Participants Account.
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The Dresser-Rand Company Non-Qualified Retirement Plan
 Article VI: Vesting
 6.1
    
    Vesting
 (a)
    
    The portion of the Participants Account comprised of the Salary Deferrals,
Bonus Deferrals and Transfer Contributions shall be fully vested.(b)
    
    Participants interest in the Company Match Contributions Account shall become
fully vested and non-forfeitable upon the 
earliest of:
 (1)
    
    completion of 36 Months of Service as determined under Section
6.2; or(2)
    
    attainment of age 65 while in the employ of the Company; or(3)
    
    death while in the employ of the Company; or(4)
    
    a Change in Control while in the employ of the Company.
 Upon vesting due to a Change in Control any and all subsequent deferrals and
contributions to such Account shall also be immediately 100% vested.
 (c)
    
    If a Participant incurs a termination of employment before one of the events
described in paragraph (b), the Participants Company Match Contributions Account shall
be forfeited.
 6.2
    
    ServiceA Participant will be credited with a Month of Service for each full calendar month the
Participant is an Employee with the Company or an Associated Company.The following is included in determining a Month of Service:
 (i)
    
    If a Participant was employed by the Company on September
5, 2005 and was employed by Tuthill Corporation on September 4, 2005, then
the service with Tuthill Corporation will be included in computing a Month of
Service.
 (ii)
    
    If a Participant was employed by the Company on August 29,
2008 and was employed by Arrow Industries on August 28, 2008, then the
service with Arrow Industries will be included in computing a Month of
Service.
 (a)
    
    BreaksInServicePeriod of services when a person was not employed by the Company or an Associated
Company will be excluded from determining the Months of Service for Vesting. Service
with the Company or an Associated Company that precedes a break-in-service equal to
60 or more months will not be included for Vesting determination, unless the person
had a minimum of 120 Months of Service prior to the break.
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The Dresser-Rand Company Non-Qualified Retirement Plan
 Article VII: Death Benefits
 7.1
    
    Beneficiary DesignationEach Participant shall name one or more persons as the Beneficiary who will receive any
payment under Section 5.1(c)(ii). A Beneficiary designation is effective only if made in
writing on a form provided by the Employee Benefits Committee and filed with the Employee
Benefits Committee. A Participant may change a Beneficiary designation by filing another
form in accordance with this Section.If the Participant fails to designate a Beneficiary or no designated Beneficiary is living
when any payment under Section 5. l(c)(ii) is to be made, then:
 (a)
    
    the surviving Spouse of the Participant shall be the Beneficiary; or(b)
    
    if the Participants Spouse is not living, then the surviving children of the
Participant will be deemed the Beneficiaries and will take on a per stirpes basis.(c)
    
    if there are no children, then the estate of the Participant will be deemed the
Beneficiary.
 7.2
    
    Death of ParticipantOn the death of a Participant, the entire balance of such Participants Account shall be
distributed to the Participants Beneficiary(ies) in a lump sum (or divided equally in the
case of multiple Beneficiaries) as soon as administratively practicable following the
Participants death, but in no event later than the end of the calendar year containing the
date of death or the 15th day of the third month following the date of death, if later. The
restrictions in Section 5.5 will not apply in the event of a Participants death.
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The Dresser-Rand Company Non-Qualified Retirement Plan
 Article VIII: Administrative Powers and Duties
 8.1
    
    Plan AdministrationThe administration of the Plan shall be vested in the Employee Benefits Committee.The Employee Benefits Committee shall, subject to express provisions of the Plan, have power
to construe the Plan, prescribe rules and regulations relating to the Plan, and make all
determinations necessary or advisable for the administration of the Plan. All resolutions or
other actions or decisions of the Employee Benefits Committee shall be by vote of a majority
of the Employee Benefits Committee members. No member of the Employee Benefits Committee
shall have the right to vote or decide upon any matter relating solely to himself or herself
under the Plan or to vote in any case in which his individual right to claim any benefit
under the Plan is particularly involved. In any case in which an Employee Benefits Committee
member is so disqualified to act, and the remaining members cannot agree, the Board shall
decide the matter in which he or she is disqualified.The Company may correct any defect or supply any omission or reconcile any inconsistency in
the Plan in the manner and to the extent deemed expedient to carry it into effect within
legal confines.8.2
    
    Delegation of AuthorityThe administrative duties and responsibilities set forth in Section 8.1 may be delegated by
the Employee Benefits Committee in whatever manner and extent it chooses to such person or
persons as it selects. Employee Benefits Committee will notify the Company and the Trustee
of the authority conferred upon such person or persons.The Employee Benefits Committee may delegate to others certain aspects of the management and
operational responsibilities of the Plan, including the employment of advisors and the
delegation of ministerial duties to qualified individuals.8.3
    
    ExpensesAll expenses and costs incurred in connection with the administration and operation of the
Plan shall be borne by the Company.8.4
    
    Indemnity of Employee Benefits CommitteeThe Company indemnifies and holds harmless the members of the Employee Benefits Committee,
and each of the members individually, from and against any and all loss resulting from
liability to which the Employee Benefits Committee, or the members of the Employee Benefits
Committee, may be subjected by reason of any act or conduct (except willful misconduct,
fraud or gross negligence) in their official capacities in the administration of the Trust,
Plan or both, including all expenses reasonably incurred in their defense, in case the
Company fails to provide such defense.
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The Dresser-Rand Company Non-Qualified Retirement Plan
 8.5
    
    Claims and Appeals Procedures
 (a)
    
    The claims and appeals procedures under the Plan shall be administered in
accordance with written guidelines which may be revised in the discretion of the
Employee Benefits Committee from time to time; provided, however, that any such
guidelines shall be substantially in accordance with the claims and appeals procedures
described herein (as this Plan may be amended from time to time). A claim (as that
term is used in this Section) occurs when a Participant or Beneficiary either (i) makes
an application for a benefit under the Plan, or (ii) disputes a determination by the
Employee Benefits Committee (or a person authorized by the Employee Benefits Committee)
of the amount of any benefit or the resolution of any matter affecting a benefit under
the Plan. A claim or appeal may be filed by an authorized representative of the
Participant or Beneficiary who is the claimant.(b)
    
    Notwithstanding any other provision of the Plan, a Participant or Beneficiary
shall not have a right to submit a dispute with respect to a benefit under this Plan
more than 3 years after the date the individual has knowledge of all material facts
that are the subject of the dispute.(c)
    
    Claims for benefits under the Plan shall be filed with the corporate benefits
office on forms provided for that purpose. Each claim will be decided by one or more
persons who are authorized by the Employee Benefits Committee and are referred to in
this Section as the Claims Administrator. The Claims Administrator will give the
claimant written notice of the disposition of a claim within 90 days after the claim
has been filed, unless special circumstances require an extension of time for
processing, in which case such notice of disposition shall be given within 180 days
after the application has been filed. If notice of disposition is not given, the claim
is deemed to be denied.(d)
    
    If a claim is denied in whole or in part, the Claims Administrator shall give
the claimant a written explanation stating the reasons for the denial, citing pertinent
provisions of the Plan, the manner in which the claim denial can be appealed to the
Employee Benefits Committee and, in the event of an appeal, the further information
which the claimant may submit or request in connection with the appeal and the
claimants eventual rights to pursue other remedies under ERISA.(e)
    
    A claimant wishing a review of a denied claim may submit an appeal in writing
in a manner acceptable to the Employee Benefits Committee. The deadline for submitting
any such appeal shall be 60 days after receipt of the written notification of the
denial of the claim, as described above. Within 60 days following the receipt of the
notice of appeal, the Employee Benefits Committee will give the claimant either (i) a
written notice of the decision of the reviewer, or (ii) if special circumstances
require an extension of time for review, a notice of a 60 day extension of the review
period. In the latter case, the notice of the decision of the reviewer shall be
delivered to the claimant by the Employee Benefits Committee within 120 days after the
application has been filed. Members of the
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The Dresser-Rand Company Non-Qualified Retirement Plan
 Employee Benefits Committee who vote on the decision on appeal shall not include any
person who decided the initial claim, but a person who decided the initial claim may
participate in the discussion of the appeal with the voting members of the Employee
Benefits Committee.(f)
    
    The Plan hereby delegates full and complete discretion to the Claims
Administrator and the Employee Benefits Committee:
 (i)
    
    to make findings of fact pertaining to a claim or appeal;(ii)
    
    to interpret the Plan as applied to the facts; and(iii)
    
    to decide all aspects of the claim or appeal.
 The decision by the Employee Benefits Committee shall be the final and conclusive
administrative review proceeding under the Plan.
 8.6
    
    Exhaustion of Administrative RemediesIf claimants continue to dispute the benefit denial, then claimants may assert a legal or
equitable action for benefits, subject to the terms of this section. No legal or equitable
action for benefits under the Plan shall be brought unless and until the claimant has:
 (a)
    
    submitted a written application for benefits;(b)
    
    been notified that the application is denied;(c)
    
    filed a written request for a review of the application in accordance with
Section 8.4; and(d)
    
    been notified in writing that the Employee Benefits Committee has affirmed the
denial of the application; provided, however, that an action may be brought after the
Company or the Employee Benefits Committee has failed to act on the claim within the
time prescribed in Section 8.4, above.
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The Dresser-Rand Company Non-Qualified Retirement Plan
 Article IX:Amendment and Termination
 9.1
    
    Amending the PlanThe Company, by action of the Board of Directors or its duly
authorized delegate, may amend
this Plan at any time; provided, however, that such amendment shall not adversely affect
any rights to amounts that Participants have accrued hereunder as of the date of such
amendment, unless such amendment is required under applicable law.9.2
    
    Plan TerminationThe Company may terminate the Plan at any time in whole or in part.
 (a)
    
    Except for such modifications, limitations or restrictions as may otherwise be required to avoid
current income taxation or other adverse tax consequences as a result of changes to the tax laws
and regulations applicable to the Plan, no such plan amendment or plan termination authorized by
the Company shall adversely affect the benefits accrued to date under the Plan or otherwise reduce
the then outstanding balances credited to Accounts or otherwise adversely affect the distribution
provisions in effect for those Accounts. Termination of the Plan shall not serve to reduce the
amount credited to a(n) Account(s) at the time of termination.(b)
    
    If the Plan is terminated, benefits accrued through the date of Plan termination shall be paid in
such manner and at such time as they would have been paid if the Plan had not terminated, except to
the extent acceleration of payment of benefits is permitted by Section 409A of the Code and the
regulations promulgated thereunder.
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The Dresser-Rand Company Non-Qualified Retirement Plan
 Article X:Miscellaneous
 10.1
    
    SeverabilityIf any of the provisions of this Plan shall be held invalid, the remainder of the Plan
shall not be affected thereby. Notwithstanding any provision of the Plan, if any provision
of the Plan or an interpretation of any provisions of the Plan shall be inconsistent with
the applicable requirements of Code Section 409A and the regulations thereunder, the Plan
provision shall be applied in a manner such that the provision shall be read as consistent
with Code Section 409A and the regulations thereunder to the extent such application avoids
application of Code Section 409A(a)(1) causing the early taxation of the Participant.10.2
    
    Unsecured InterestNo Participant or Beneficiary shall have any rights with respect to any portion of the
Company contributions made on his or her behalf or any benefits under the Plan except as a
general, unsecured creditor of the Company. The Plan constitutes a mere promise by the
Company to make future benefits payments pursuant to the terms of the Plan. Deferred
Compensation credited to a Participants Account is not held in escrow and is not secured
by any specific assets of the Company or in which the Company has an interest. The Company
may make such arrangements as it desires to provide for the payment of benefits under the
Plan. The Company may, but is not required to, establish a Trust to hold contributions and
any earnings from investment of the contributions. In order to satisfy its Plan
obligations, the Company may, but is not required to, make, or cause the trustee of the
Trust to make, actual investments.10.3
    
    Payments to the Account TrustIn the event a Trust or Trusts are established by the Company for purposes of this Plan,
amounts credited to Participant Accounts under the Plan shall be contributed in like amount
by the Company directly to the trustee of the Trust on or about the date as of which such
amounts are credited to Participant Accounts. Any Trust or Trusts established by the
Company for purposes of this Plan and the taxation of the assets held in any such Trust on
behalf of Participants shall be subject to the requirements of Code Section 409A(b)
including (i) the transfers of assets for the benefit of covered employees (as defined in
Code Section 409A(b)(3)(D)(ii)) when the Companys defined benefit pension plan is in a
restricted period, and (ii) the restriction of assets in connection with a change in the
Companys financial health.In the event a Trust or Trusts are not established by the Company for purposes of this
Plan, amounts shall nevertheless be credited to Participant Accounts as stated in the terms
of the Plan.10.4
    
    Not an Employment AgreementNothing contained herein will confer upon any Participant the right to be retained in the
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The Dresser-Rand Company Non-Qualified Retirement Plan
 service of the Company, nor will it interfere with the right of the Company to discharge
with or without cause the Participant at any time.
 10.5
    
    No Assignment or Anticipation of Benefits
 (a)
    
    No AssignmentExcept as provided in the following paragraph, no Participant Account under the
Plan shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, execution, attachment, garnishment, or any
other legal process, and any attempt to do so shall be void.(b)
    
    Domestic Relations OrdersThe Employee Benefits Committee shall follow 3⁄4 if, when, and to the extent a
Participant is receiving a distribution (or series of distributions) of his or her
Account under the Plan  any judgment, decree or order of a state court (including
a court approved property settlement agreement) which:
 (i)
    
    relates to the provision of child support, alimony payments or marital property rights made
pursuant to a state domestic relations law (including a community property law),(ii)
    
    provides an alternate payee with a right to receive all or a stated portion of one or more
subsequent distributions which would otherwise then be payable entirely to the Participant or a
Beneficiary under the otherwise applicable provisions of this Plan, and(iii)
    
    satisfies the requirements of the Companys administrative procedures for Domestic Relations
Orders.
 10.6
    
    TaxesThe Company shall be entitled to: (i) deduct from each Participants current compensation
or from benefits payable under the Plan, any Federal, state or local withholding or other
taxes or charges which the employing company is required to deduct under applicable law;
and/or (ii) accelerate payment of a Participants benefit to pay employment tax to the
extent permitted by Treasury Regulation 1.409A-3(j)(4)(vi). If the aggregate amount of a
Participants current compensation and benefits payable from the Plan is insufficient to
meet any then applicable tax withholding obligation and payment of the Participants
benefit is not accelerated to fund the employment tax liability, the Participant shall have
the obligation to pay such withholding taxes in a manner then determined by the Employee
Benefits Committee, or in accordance with an administrative policy approved by the Employee
Benefits Committee.10.7
    
    State LawThe provisions of the Plan and all rights created thereunder shall be governed by and
construed in accordance with the laws of the State of Texas, to the extent not
governed by federal law.
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##### 



The Dresser-Rand Company Non-Qualified Retirement Plan
 10.8
    
    Legal ActionsThe Employee Benefits Committee will be a necessary party to any action or proceeding
involving the administration of the Plan. No employee, Participant, former Participant or
their Beneficiaries, or any other person having or claiming to have an interest in the Plan
will be entitled to any notice or process. Any final judgment that may be entered in any
such action or proceeding will be binding and conclusive on all persons having or claiming
to have any interest in the Plan.10.9
    
    Facility of PaymentIn the event any benefit under this Plan is payable to a person who is under legal
disability or is in any way incapacitated so as to be unable to manage his or her financial
affairs, the Employee Benefits Committee may direct payment of such benefit to a duly
appointed guardian, committee or other legal representative of such person, or in the
absence of a guardian or legal representative, to a custodian for such person under a
Uniform Gifts to Minors Act or relative of such person by blood or marriage, for such
persons benefit. Any payment made in good faith pursuant to this provision shall fully
discharge the Company and the Plan of any liability to the extent of such payment.10.10
    
    Unclaimed BenefitsIf the Employee Benefits Committee is unable after any benefit becomes due hereunder to
authorize payment because the whereabouts of a Participant or Beneficiary cannot be
ascertained, the Committee shall send written notice of such benefit to the Participant or
Beneficiary at his or her last known mailing address as shown by the records of the
Company.If the Employee Benefits Committee, by making a reasonably diligent effort, cannot locate
the Participant or any Beneficiary under Section 7.1, the amount payable to such
Participant or Beneficiary shall be forfeited at such time as the Employee Benefits
Committee shall determine in a nondiscriminatory manner (but in all events prior to the
time such benefit would otherwise escheat under any applicable laws). The forfeiture shall
be applied to reduce future Company Match Contributions.Should the Participant or Beneficiary subsequently make application for benefits, the
amount so forfeited shall be paid to the Participant or Beneficiary.10.11
    
    AppendicesAny Appendix to this Plan, as amended from time to time, is incorporated into, and made a
part of, the terms and conditions of this Plan.10.12
    
    Entire AgreementThe terms of this Plan document and the Participants elections supersede any written or
verbal agreements, representations, proposals or plans. Further, the terms of the Plan and
the elections cannot be amended or changed by any verbal agreement,
representation, proposal or other communication. Section 9.1 entitled Amendment
and Section 9.2
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##### 



The Dresser-Rand Company Non-Qualified Retirement Plan
 entitled Plan Termination sets forth the sole mechanism for amending or
changing the terms of the Plan.
 30
 DRESSER-RAND COMPANY
EMPLOYEE BENEFITS COMMITTEE/s/ Elizabeth C. Powers

Elizabeth C. PowersChairperson of the Employee Benefits CommitteeAttested by:/s/ Mark F. Mai

Mark MaiCorporate Secretary
 28