[Full
Name]

    [Work
Location]

    


    E-Mail:
________________________

    


    Dear
[First Name],

    


    Congratulations
on your upcoming international assignment with Dresser-Rand
International!  We realize that international assignments require
significant commitments of time, personal adjustments and inconveniences with
respect to housing, education, language and the social/cultural environment you
and your family will encounter while in France. However, we are committed to
working with you to make your international assignment as successful and smooth
as possible for you and your family through our support network of service
providers and the International Assignment Guidelines (attached) which provide
guidance for most aspects of your assignment.

    


    This
letter (“Letter”) confirms our mutual agreement to the terms and conditions for
your assignment to Paris, France in the position Vice President Technology &
Business Development at Dresser-Rand International Inc. a Delaware corporation
(“DRI”). In this position you will continue to report directly to the President
& CEO.  Your assignment is subject to host government entry
documents or visas and your acceptance of the terms and conditions outlined in
this Letter.   The effective date of your assignment is
01-August-2010.  At the discretion of the Company, your assignment may
continue for a period of up to 5 years; ending no later then 31-July-2015. You
shall, however, also travel to other locations at such times as may be
appropriate for the performance of your duties. Your point of origin is Houston,
Texas USA.  During the assignment period you will formally be an
employee of DRI instead of Dresser-Rand Company, which has previously served as
your legal employer. Dresser-Rand Company or one of its affiliates will continue
to provide payroll services and benefit programs during your assignment. To the
extent required for corporate tax and other legal reasons, your employment,
payroll or benefit programs may be subsequently transferred to another related
entity during your assignment (any such entity,
the “Company”).

    


    Base
Salary

    Your
annual base salary will be USD____________. You will also continue to
participate in the Dresser-Rand U.S. annual salary review and will be eligible
for your next salary review in 2011.

    


    Annual
Incentive Compensation

    Eligibility
under the Dresser-Rand Annual Incentive Program will continue during your
assignment consistent with corporate guidelines and the program’s terms and
conditions.  Your current incentive target is _____%.

    


    Long-Term
Incentive (LTI) Compensation

    Your
eligibility for LTI grants will continue during your assignment consistent with
corporate guidelines and the Plan’s terms and conditions.  There can
be special tax and other regulatory considerations associated with equity grants
outside of the United States.  For this reason, the incentive and
equity grants you receive may have different terms and conditions than those
awards granted to U.S.-based employees.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Benefit
Plans

    You will
continue to be eligible to participate in the U.S. healthcare, retirement
savings, Non-Qualified Retirement Plan, life and income protection programs
consistent with their terms and conditions.  In addition, you and your
eligible dependents will need to enroll in the CIGNA international healthcare
program. The CIGNA international healthcare program will provide medical and
dental coverage for you and your dependents while on assignment in France
(Summary of benefits and enrollment form attached).

    


    Physical

    You are
encouraged to obtain a physical examination from your current healthcare
provider for yourself and each of your dependents accompanying
you.  Reasonable costs not covered by your current medical option will
be reimbursed to you.

    


    Goods
and Services Differential

    A goods
and services (G&S) differential will be paid when the cost of a market
basket of goods and services in the host location is higher than at
home.  The differential will begin when you move into host housing and
will end the sooner of when you vacate that residence or terminate
employment.  Your G&S allowance at the start of your assignment is
USD_________ per
month paid net of taxes.

    


    There are
many factors that determine the G&S allowance in addition to the cost of
goods in the host country, such as inflation in the home country and changes in
exchange rate.  Your G&S allowance will be reviewed at least
annually and may be adjusted.  The G&S allowance can increase,
decrease or go away altogether.    You will receive notice
of any changes to you G&S allowance.

    


    Host
Country Housing

    Dresser-Rand
will pay reasonable rent costs for your housing in France up to EUR8,000 per
month.  One parking space and utilities will be paid additionally if
necessary.

    


    In the
event you do not maintain a primary residence in the U.S. you will be required
to make a housing contribution of USD2,300 or your current housing obligation –
which ever is less.  A primary residence does not include a
retirement, vacation, rental property, or other “second home”
property.  If you are keeping your primary residence in the U.S. then
no housing contribution will be required.

    


    You will
be provided reasonable reimbursement for appliances required during your
assignment in France as your home country appliances may not be compatible with
French utilities.  Please contact your mobility vendor to obtain prior
approval of your required appliance purchase(s) to ensure
reimbursement

    


    Dresser-Rand
will provide you and your spouse one home finding trip in the host location up
to 7 days. Dresser-Rand will also pay for temporary accommodations for 30 days
as part of your move.

    


    Company
Vehicle

    You will
have access to a company-provided vehicle while on assignment according to the
vehicle policy in effect for France. (Policy attached).

    


    Schooling
for Children

    The
tuition and transportation cost of local (home country language or English)
schooling will be provided for your ____ accompanying dependent
children.


    
      
         


      

      
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    Language
Training Assistance

    You and
your family will be offered language training assistance as part of your
assignment.

    


    Relocation
and Resettlement Allowances

    A
Relocation Allowance of USD6,000 will be paid net of
taxes, as a lump sum, upon acceptance of this assignment.

    


    Shipment
of Household Goods

    The
Company will pay reasonable expenses for shipping and insuring an amount of
personal belongings to the assignment location.  Refer to the
International Assignment Guidelines for a summary of covered items and
limitations on the shipment of household goods.  The Company will pay
any import duties and other expenses necessary for the delivery of these
goods.

    


    If you do
not ship all of your household goods to France, the Company will provide for the
delivery, storage and insurance of household goods not shipped in accordance
with International Assignment Guidelines regarding such items.

    


    In the
event that you do not ship your household goods to France the Company will
provide reimbursement for the purchase of items locally; up to the estimated
cost to ship your household goods (round trip), however any items purchased with
this allowance will not be eligible for paid shipment back to the home
country

    


    Travel
Expenses

    The
Company will reimburse the airfare and other specific, allowable expenses
including an air shipment of personal items in accordance with the International
Assignment Guidelines for you and your accompanying dependents to your new
location.

    


    Vacation,
Holiday and Annual Leave

    While on
assignment you will continue to be covered by your home country vacation
policy.  However, you will enjoy the benefits of the host country
holiday policy.

    


    You are
eligible for one paid annual leave for you and your accompanying dependents. You
will be reimbursed for airfare up to the cost for full-fare, round-trip economy
class ticket(s) for you and each of your dependents on assignment with
you.  You will also be reimbursed for ground transportation to and
from the airport.  This leave benefit is inclusive of your vacation
eligibility.

    


    You will
be reimbursed for up to two full-fare, round-trip economy class round trip
tickets per year for each of your dependent children who do not accompany you on
assignment.

    


    Pets

    If
applicable, Dresser-Rand will reimburse you for all reasonable costs for the
transportation, quarantine and vaccinations required for you to take your pet(s)
to France.

    


    Concierge
Service

    You will
be provided a concierge service to assist you with setting-up your home in
Paris.  Services include assistance for phone, utilities and other
start-up services.

    


    Reassignment/Localization

    We do not
currently know the ultimate length of your assignment under the terms of this
letter, but it will not exceed five years. At the end of your international
assignment under this letter (of which we'll notify you in writing), we expect
that you will be localized or returned to the U.S. Notwithstanding the
Termination section of this Letter, should you elect in writing not to be
localized in France at that time, and there is no comparable job for you in the
U.S. as determined by the Company in its reasonable discretion, your employment
will be terminated and you will receive the benefits provided for in section 6(b) of your
Confidentiality, Non-Compete, Severance, and Change in Control Agreement (the “Agreement”) and the Company will pay or
reimburse reasonable costs incurred in your repatriation.


    
      
         


      

      
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    Your employer under the Agreement is Dresser-Rand Group Inc. (defined as “the Company” in the
Agreement).  The Agreement entitles you to certain rights and
obligations if your employment with Dresser-Rand Group Inc.
terminates. For the avoidance of doubt,
the parties agree that if your employment
ceases such that no member of the Dresser-Rand Group continues to employ you,
such cessation of employment (either as a result of termination of employment by
you or your employer) from the Dresser-Rand Group shall be deemed to be a
termination of employment by you or “the Company,” as applicable, within the
meaning and terms of the Agreement.

    


    Termination

    If you
voluntarily terminate your employment other than as described above, or are
terminated for cause while in a host location, the Company is not obligated to
pay any relocation costs associated with your move from the host country to your
home country or any other location.

    


    In the
event of the involuntary termination of this assignment and/or your employment,
which is not for cause, the Company will pay or reimburse reasonable costs
incurred in your repatriation, as well as the return of your household goods, to
your home location.

    


    Following
your termination of employment for any reason you will be responsible for your
housing, utility and parking expenses for as long as you reside in the company
provided housing.

    


    Compliance
Documents

    The
Dresser-Rand Code of Business Conduct and the Agreement Regarding Intellectual
Property and Proprietary Information continue to apply during your assignment.
In this regard, you are expected to comply with the United States Foreign
Corrupt Practices Act, and with local law applicable to government payments.
Further, by executing this Letter, you hereby agree that you are expressly
granting any consents, permissions or other waivers that may be necessary or
prudent under U.S., EU or any other privacy or similar laws or regulations to
enable us to share your employment and other personal information between and
among Dresser-Rand entities and its service providers in the U.S., France or
elsewhere to the fullest extent permitted by law.

    


    Contacts

    Dresser-Rand
has retained the services of American International Relocation Solutions (AIReS)
to administer the benefits and services outlined in this
Letter.  AIReS will assist with your relocation needs.  Your
initial point of contact at AIReS is Amy Scalzo.  Amy can be reached
by telephone at (+1) 203-730-1125 and by email at ascalzo@aires.com

    


    Taxes

    Dresser-Rand
has engaged the services of Ernst & Young to provide tax compliance services
throughout your assignment.  The attached Tax Equalization Policy
covers all aspects of your tax services, benefits and your obligations under the
Tax Equalization Policy as a result of your assignment.

    


    Governing
Law

    This
Letter shall be construed in accordance with and governed by the laws of the
State of Texas, without regard to the choice of law principles thereof. Any
suit, action or other legal proceeding arising out of or relating to this
Agreement shall be brought exclusively in the Federal or state courts located in
the State of Texas. You agree to submit to personal jurisdiction in the
foregoing courts and to venue in those courts.  You further agree to
waive all legal challenges and defenses to the propriety of a forum in Houston,
Texas and to the application of Federal or Texas law therein.


    
      
         


      

      
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    Third
Party Beneficiary

    Each
related entity of Dresser-Rand Company is a third party beneficiary of this
Letter and each of them has the full right and power to enforce rights,
interests and obligations under this Letter without limitation or other
restriction.

    


    No
Waiver

    No
failure or delay by any party in exercising any right, power or remedy under
this Letter shall operate as a waiver thereof, nor shall any single or
particular exercise of the same preclude any further exercise thereof or the
exercise of any other right, power or remedy.  Without limiting the
foregoing, no waiver by any party of any breach of any provision of this Letter
shall be deemed to be a waiver of any subsequent breach of that or any other
provision of this Letter.

    


    Withholding
and Deductions

    While it
is anticipated that all or most of your compensation will be subject to a
hypothetical tax deduction rather than actual tax withholdings, all amounts paid
pursuant to this Letter shall be subject to deductions and withholding for taxes
(national, local, foreign or otherwise) to the extent required by applicable law
(in which case, no hypothetical tax will be deducted or the applicable tax
withholdings will be funded by the company on a grossed-up basis).

    


    Section
409A

    Notwithstanding
any provision in this Letter, if this Letter or any benefit payable to you
hereunder is subject to US Internal Code Section 409A and you are a “specified
employee” (within the meaning of Section 409A) as of the date you separate from
service from Dresser-Rand, then any payments scheduled to be made to you
pursuant to this Letter during the first six months following your separation
from service shall be delayed. The delayed payments shall be paid immediately
following the end of the six month delay. Any amounts paid to you in connection
with tax equalization, that meet the requirements of Section 1.409A-1(b)(8)(iii)
of the Treasury Regulations under Section 409A, shall be paid no later than the
end of the second calendar year next following the calendar year to which the
compensation subject to the tax equalizations relate. All reimbursements under
this Letter, including amounts paid for tax equalization that do not meet the
requirements of Section 1.409A-1(b)(8)(iii) of the Treasury Regulations shall be
made no later than the end of the calendar year next following the calendar year
in which the applicable expenses are incurred.

    


    Negotiating
and Concluding Contracts

    Notwithstanding
anything to the contrary in this Letter, during your assignment, and when you
are located in France, you shall not have any authority to negotiate any
contract on behalf of Dresser-Rand Company, Dresser-Rand Group Inc. and/or any
other U.S. entity (each, a "D-R U.S. Entity") that relates to the provision of
services or the supply of goods by a D-R U.S. Entity to a French customer.
Further, during your assignment, and when you are located in France, you shall
not have any authority to modify or accept contracts on behalf of a D-R U.S.
Entity, or otherwise bind a D-R U.S. Entity to any contract, that relate to the
provision of services or the supply of goods by a D-R U.S. Entity to a French
customer. Further, any such contract presented to you that is intended to bind a
D-R U.S. Entity must be executed by a duly authorized officer of that entity
located in the business offices of that entity.

    


    General

    The
International Assignment Guidelines, as amended from time-to-time, will be the
sole source for the interpretation, definition and explanation of the conditions
of this Letter. The Company reserves the right to revise or amend the
International Assignment Guidelines, as circumstances
warrant.  However, in the event of a direct conflict between the
benefits provided under the International Assignment Guidelines and the terms of
this Letter, the terms of this Letter will govern.


    
      
         


      

      
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    This
Letter sets forth the entire agreement between you and the Dresser-Rand Group
entities regarding your international assignment.

    


    For the
avoidance of doubt, nothing in this Letter is intended to diminish your rights
under the Agreement and you will continue
to be entitled to your rights and benefits under the Agreement in accordance with its terms during
your international assignment; provided, however, by signing below, you agree
and acknowledge that your international assignment,  your new employer
and this Letter do not trigger any rights, payments or compensation under such
agreement or other agreement, plan or equity award of which you are the
beneficiary.

    


    
      
        
          
            
              	 	 	 	 
	
                      Jim
      Garman

                    	 
      	
                       Date

                    	 
	
                      Vice
      President & Chief Administrative Officer

                    	 
      	 
      	 


            

          

        

      

    

    


    I agree
and consent to the terms of this assignment, including that my employment will
be with DRI as described in this Letter.

    


    I also
acknowledge that I have read and understand the terms of the Global Tax
Equalization Policy and agree to be bound by the Policy’s terms and
conditions.  I also specifically acknowledge and agree:

    
      	
               
      

            	
              1.

            	
              that
      if I owe any monies to the Company under this Policy, I will make payment
      of such monies to the Company within 10 days of receiving notification of
      the amount due;

            


    

    
      	
               
      

            	
              2.

            	
              to
      authorize the Company to deduct (reduce from my earnings) any amounts owed
      under this policy from my paycheck where permitted by law;
    and

            


    

    
      	
               
      

            	
              3.

            	
              that
      benefits under this policy shall be construed and interpreted in
      accordance with the laws of the State of Texas without regard to its
      conflict of laws principles.

            


    

    


    
      
        
          
            	 
      	 
      	 
      	 
	
                    [Full
      Name]

                  	 
      	
                    Date

                  	 
	
                    [Title]

                  	 
      	 
      	 


          

        

      

    

    


    Cost
Center: ____________

    


    Attachments:

    
      	
              1.

            	
              International
      Assignment Guidelines

            


    

    
      	
              2.

            	
              CIGNA
      international healthcare program summary and enrollment
    form

            


    

    
      	
              3.

            	
              French
      car policy

            


    

    
      	
              4.

            	
              Tax
      equalization policy

            


    


    
      
         


      

      
        Page 6 of
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