EXHIBIT 10.43
 DRESSER-RAND GROUP INC.
NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN  (Effective as of January 1, 2009)
    Section 1. Establishment and Purpose .
 Section 2. Definitions .




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Section 3. Plan Administration .
 Section 4. Deferral of Director Fees and Equity Awards .
 Deferral Elections
 Crediting of Accounts




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(i) If a Participant elects to defer his or her Director Fees for a Plan Year, such
fees shall be credited by the Company in the form of Restricted Stock Units to such
Participants Fee Deferral Account on the date such amounts would have otherwise been paid
by the Company to such Participant. A Participant is permitted to make a separate election
with respect to his or her Annual Retainer and Meeting Fees. The number of Restricted
Stock Units credited to a Fee Deferral Account with respect to any Participant shall be
determined by dividing the amount of Director Fees to be deferred by the Fair Market Value
of the Companys Common Stock on the date such Director Fees would have been paid in cash
but for the Deferral Election. All Restricted Stock Units credited to a Participants Fee
Deferral Account shall be at all times fully vested and nonforfeitable.(ii) If a Participant elects to defer an Equity Award, the value of such award shall
be credited by the Company in the form of Restricted Stock Units on the date such Equity
Award would have otherwise been granted by the Company to such Participant. The number of
Restricted Stock Units credited to a Participants Equity Deferral Account shall be
determined by dividing the value of the Equity Award by the Fair Market Value of the
Companys Common Stock at the close of business on the date of the first Board of Directors
meeting that occurs during the Plan Year (the Determination Date).
 (A) All Restricted Stock Units credited to a Participants Equity Deferral
Account shall vest in accordance with the terms established by the Committee that
would have applied to the Equity Award in the absence of a Deferral Election;
provided, however, that the Committee, in it sole discretion, shall have the
authority to accelerate vesting of any Restricted Stock Units.(B) In the event of a Participants Separation from Service with the Company
and its Affiliates prior to the date the Restricted Stock Units vest in accordance
with Section 4(b)(ii)(A) above, (i) such Participant shall have no rights
whatsoever in and to any of the unvested Restricted Stock Units credited to his or
her Equity Deferral Account; (ii) all of the unvested Restricted Stock Units credited to his or her
Elective Deferral Account shall be forfeited to the Company and shall no longer be
outstanding as of the date of such Separation from Service; and (iii) neither the
Participant nor any of his or her heirs, beneficiaries, executors, administrators
or other personal representatives shall have any rights with respect thereto.
 (iii) A Participant shall not be entitled to any dividend rights, dividend equivalent
rights, voting rights, rights upon liquidation or other rights of owners of Common Stock
with respect to any Restricted Stock Units credited to his or her Accounts unless and until
shares of Common Stock are issued to Participant in respect of the Restricted Stock Units.
 Issuance of Shares




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(i) A Participant shall make a payment election with respect to each Deferral Election
made under the Plan for a Plan Year (the Payment Election). The Payment Election shall
be made during the Election Period for a Plan Year and shall apply to the Restricted Stock
Units credited to the Participants Accounts that are attributable to the related Deferral
Election. A Participant may elect one of the following payment dates (the Payment Date)
in the Payment Election for a Plan Year: (A) the date of the Participants Separation from
Service or (B) a fixed date or dates which shall be (1) no earlier than the first day of
the Plan Year following the Plan Year for which the related Deferral Election is made and
(2) no earlier than the date all Restricted Stock Units credited to a Participants Equity
Deferral Account for such Plan Year will be fully vested. Such Payment Date is subject to
being accelerated in accordance with the provisions of Section 4(d) of the Plan, Section 5
of the Plan or Section 6(d) of the Plan. If a Participant fails to make a Payment Election
or to select a Payment Date, he or she will be deemed to have elected Separation from
Service as his or her Payment Date.(ii) Shares of Common Stock in settlement of the vested Restricted Stock Units
credited to a Participants Accounts for a Plan Year (A) shall be issued or commence being
issued, as the case may be, to such Participant pursuant to this Plan Section 4(c) on a
date determined by the Committee that is within 15 calendar days following the Payment Date
elected by the Participant pursuant to Section 4(c)(i) of the Plan and (B) shall be issued
to such Participant either in single issuance or in a series of installments over a period
of up to five (5) years, such form of distribution to be made in accordance with such
Participants Payment Election; provided, however, that if a Participant does not elect a
form of distribution, he or she will be deemed to have elected to receive such shares of
Common Stock in a single issuance. The number of shares of Common Stock to be issued to a
Participant in any annual installment shall be determined by dividing the total vested
Restricted Stock Units credited to a Participants Accounts for the applicable Plan Year by
the number of annual installments remaining to be paid; provided, however, that if this
results in a fractional number, the number of shares of Common Stock to be issued will be
the next lower whole number. Installment payments after the first of a series of
installment payments shall be made on anniversary dates of the first installment payment.
At the time that any shares of Common Stock are issued to a Participant in settlement of
Restricted Stock Units, the number of Restricted Stock Units credited to such Participants
Accounts shall be reduced accordingly to reflect such issuance, and any remaining
Restricted Stock Units credited to the Participants Accounts will continue to be subject
to adjustment under Section 6(f) of the Plan. The amount of any fractional shares shall be
paid in cash.
 Death of Participant




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Financial Hardship
 Section 5. Plan Amendment and Termination .
 Section 6. General Provisions .
 Nature of Plan and Rights




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No Continuing Right as Director
 Specified Employees
 Special Distributions
 Compliance with Code Section 409A
 Adjustments upon Changes in Common Stock




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Spendthrift Provision
 Severability
 Expenses
 Binding Effect
 Governing Law
 Construction
 th
 DRESSER-RAND GROUP INC.By /s/ Mark F. MaiName:
    Mark F. MaiTitle:
    Vice President, General Counsel & Secretary