Vincent
R. Volpe Jr.

    USA

    


    E-Mail:
vvolpe@dresser-rand.com

    


    Dear
Vince,

    


    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 President & CEO of
Dresser-Rand International Inc., a Delaware corporation (“DRI”) and subsidiary
of Dresser-Rand Group Inc. In this position you will continue to report directly
to the Board of Directors of Dresser-Rand Group Inc., on which you will continue
to serve as a director.  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 period of your
assignment is 01-July-2010 through 30-June-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 Group Inc. 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.

    


    During
your international assignment you will continue to serve as President and Chief
Executive Officer of Dresser-Rand Group Inc. and your Employment Agreement with
Dresser-Rand Group Inc., dated as of June 11, 2008 (as amended, the “Employment
Agreement”) will continue in effect.

    


    Base
Salary

    Your
annual base salary will be USD841,500. You will also continue to participate in
the 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 program’s terms and
conditions.  Your current incentive target is 100%.

    


    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, qualified and
non-qualified retirement savings, life and income protection programs consistent
with their terms and conditions.  In addition, you and your eligible
dependents will be enrolled 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
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
USD3,159 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 if not included
in the monthly rent.

    


    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.

    


    Any
appliances purchased under this allowance will not be eligible for shipment to
the home location or other location at the end of the assignment.

    


    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).


    
      
         


      

      
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    Schooling
for Children

    The
tuition and transportation cost of local (home country language or English)
schooling will be provided for your 1 dependent child.

    


    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.  We will also pay for the delivery of stored goods that remain
in the home country, in accordance with International Assignment Guidelines
regarding such items.

    


    If you do
not ship all of your household goods to France, the Company will provide for the
storage and insurance of household goods not shipped.

    


    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 to and from the host
location.

    


    Any
household goods purchased under this allowance will not be eligible for shipment
to the home location or other location at the end of the
assignment.

    


    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 economy 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 eligible for annual leave reimbursement six months following your move into
host country housing and then every twelve months until you vacate the host
residence or terminate employment.

    


    You will
be reimbursed for up to two economy class round trip tickets per year for 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.


    
      
         


      

      
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    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 in France or returned to Houston, Texas. If for any
reason you do not continue your employment at the end of your international
assignment, you will be entitled to such compensation and benefits as your
Employment Agreement provides.

    


    Termination

    If you
voluntarily terminate your employment (including voluntary termination without
good reason under your Employment Agreement), 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, or a voluntary termination by you with good reason under
your Employment Agreement, 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.


    
      
         


      

      
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    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.

    


    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.

     

    
      
         


      

      
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    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.

    


    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 your Employment Agreement and you will continue to be entitled to your
rights and benefits under your Employment Agreement during your international
assignment.

    


    
      
        
          	
                  /s/ James A. Garman

                	 
      	
                  08-June-2010

                	 
	
                  James
      A. Garman

                	 
      	
                  Date

                	 
	
                  Vice
      President and 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.

    


    
      
        
          	
                  /s/ Vincent R Volpe Jr.

                	 
      	
                  08-June-2010

                	 
	
                  Vincent
      R Volpe Jr.

                	 
      	
                  Date

                	 


        

      

    

    


    Cost
Center: 96247

    


    Attachments:

    
      	
              1.

            	
              International
      Assignment Guidelines

            


    

    
      	
              2.

            	
              CIGNA
      international healthcare program
summary

            


    

    
      	
              3.

            	
              French
      car policy

            


    

    
      	
              4.

            	
              Tax
      equalization policy

            


    


    
      
         


      

      
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