ex10-22.htm


    Exhibit
10.22

    FIRST
AMENDMENT TO THE

    INDIVIDUAL
ACCOUNT RETIREMENT PLAN

    FOR

    BARGAINING
UNIT EMPLOYEES

    AT
THE CAMERON INTERNATIONAL CORPORATION

    BUFFALO,
NEW YORK PLANT

    (As
Amended and Restated Effective as of January 1, 2008)

    


    WHEREAS, CAMERON INTERNATIONAL CORPORATION
(the “Company”)
has heretofore adopted the INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR  BARGAINING UNIT EMPLOYEES AT THE CAMERON INTERNATIONAL
CORPORATION BUFFALO, NEW YORK PLANT, as amended and restated effective as of
January 1, 2008  (the “Plan”) for the benefit of its
eligible employees;

    


    WHEREAS, the Company desires
to amend the Plan to reflect recent changes made to the law by the Pension
Protection Act of 2006; and

    


    WHEREAS, the Company desires
to amend the Plan to provide for an increase in the rate of Company
Contributions and an increase in the maximum rate of Tax Deferred Savings
Contributions permitted under the Plan in accordance with negotiated changes in
the collective bargaining agreement covering the eligible
employees;

    


    NOW, THEREFORE, the Plan is
hereby amended as follows:

    


    I.           Effective
as of January 1, 2009:

    


    1.           Section
8.02(a) of the Plan shall be deleted in its entirety and the following shall be
substituted therefor:

    


    “8.02           Vested
Interest.  (a)  Except as provided in paragraph (b)
or (c) of this Section 8.02, a Member’s Vested Interest in his Account (other
than the value of Tax Deferred Savings Contributions, including catch-up
contributions, and Rollover Contributions) on any determination date shall be
determined by reference to such Member’s full years of Vesting Service as of
such date in accordance with the following vesting schedules, as
applicable:

    


    (i)           With
respect to the portion of a Member’s Account attributable to Company
Contributions in respect of Plan Years beginning prior to January 1,
2009:

    


    
      	
              Full
      Years of Vesting

              Service          

            	
               

              Vested Interest

            
	
                      Less than 3
      years

            	
                0%

            
	
                      3
      years

            	
               33%

            
	
                      4
      years

            	
                67%

            
	
                      5 or more
      years

            	
               100%

            


    

    


    (ii)           With
respect to the portion of a Member’s Account attributable to Company
Contributions in respect of Plan Years beginning on and after January 1,
2009:

    


    
      	
              Full
      Years of Vesting 

              Service         

            	
               

              Vested Interest

            
	
                      Less than 2
      years

            	
                  
       0%

            
	
                      2
      years

            	
               33
      1/3%

            
	
                      3
      years

            	
               66
      2/3%

            
	
                      4 or more
      years

            	
                    
      100%

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (iii)           Any
Company Contributions that are credited to a Member’s Account shall be deposited
with the Funding Agent and commingled for investment purposes with other Plan
Assets.  For each member, the Funding Agent shall account separately,
in two subaccounts, for (i) any Company Contributions credited to the Member’s
Account that are attributable to Plan Years beginning prior to January 1, 2009
and (ii) any Company Contributions credited to the Member’s Account that are
attributable to Plan Years beginning on and after January 1,
2009.  Except as specifically provided in this Section 8.02, Company
Contributions shall be held and administered in accordance with the procedures
applicable to contributions credited to Accounts.”

    


    II.           Effective
as of January 1, 2010:

    


    1.           The
table containing Contribution Rates in Section 3.02 of the Plan shall be deleted
and the following shall be substituted therefor:

    


    “Effective Date of
Contribution
Rate                                                                                     Contribution
Rate

    


    On and after July 30, 2007 but
before                                                                                                  $1.20

    August 2, 2010

    


    On and after August 2, 2010 but
before                                                                                      $1.30

    August 1, 2011

    


    On and after August 1,
2011                                                                                                    $1.35”

    


    2.           Reference
to “$5.00” in the first sentence of Section 17.01 of the Plan shall be deleted
and reference to “$7.00” shall be substituted therefor.

    


    III.           As
amended hereby, the Plan is specifically ratified and reaffirmed.

    


    


    EXECUTED, this _15th____ day of
____December__________,
2009, effective for all purposes as provided above.

    


    
          


        
          	 
      	 
      	
                  CAMERON
      INTERNATIONAL CORPORATION

                   

                
	 
      	
                  By:

                	
                  /s/
      Joseph H.
      Mongrain                         
      

                
	 
      	
                  Name:

                	
                  Joseph
      H.Mongrain

                
	 
      	
                  Title:

                	
                  Vice
      President, Human
Resources

                


        



    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIRD
AMENDMENT TO THE

    INDIVIDUAL
ACCOUNT RETIREMENT PLAN

    FOR

    BARGAINING
UNIT EMPLOYEES

    AT
THE CAMERON INTERNATIONAL CORPORATION

    BUFFALO,
NEW YORK PLANT

    (As
Amended and Restated Effective as of January 1, 2008)

     

    


    WHEREAS, CAMERON INTERNATIONAL CORPORATION
(the “Company”)
has heretofore adopted the INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR  BARGAINING UNIT EMPLOYEES AT THE CAMERON INTERNATIONAL
CORPORATION BUFFALO, NEW YORK PLANT, as amended and restated effective as of
January 1, 2008  (the “Plan”) for the benefit of its
eligible employees; and

    


    WHEREAS, the Company desires
to amend the Plan to reflect certain changes required under the Pension
Protection Act of 2006  and the Heroes Earnings Assistance and Relief
Tax Act.

    


    NOW, THEREFORE, the Plan is
hereby amended as follows:

    


    I.           Effective
as of January 1, 2007:

    


    1. Section
1.01(18) of the Plan shall be amended by deleting the last sentence thereof and
substituting the following sentence therefor:

     

    “Notwithstanding
the foregoing or any other provision of the Plan, (A) any amount that is
distributed from the Plan on account of hardship to a Participant who has not
attained age 591⁄2 shall not be an Eligible Rollover Distribution and the
distributee may not elect to have any portion of such a distribution paid
directly to an Eligible Retirement Plan and (B) a portion of a distribution
shall not fail to be an Eligible Rollover Distribution merely because the
portion consists of after-tax employee contributions which are not includable in
gross income; provided, however, that such portion may be transferred only to an
individual retirement account or annuity described in section 408(a) or (b) of
the Code or to a qualified plan described in section 401(a) of the Code, an
annuity plan described in section 403(a) of the Code or an annuity contract
described in section 403(b) of the Code that agrees to separately account for
amounts so transferred, including separately accounting for the portion of such
distribution which is includable in gross income and the portion of such
distribution which is not so includable.”

     

    2. Section
9.03(b) and  Section 9.04(a) shall be amended by adding the following
sentence at the end thereof:

     

    “The
furnished information shall also describe for the Member the consequences of
failing to defer his Benefit Disbursement Date.”

     

    3.           Section
16.010 of the Plan shall be deleted and the following shall be substituted
therefor:

     

    “16.10           Uniformed
Services Employment and Reemployment Rights Act
Requirements.  Notwithstanding any provision of the Plan to the
contrary, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with sections
414(u)  and 401(a)(37) of the Code.”

     

    II.           Effective
as of January 1, 2008, Section 1.01(17) of the Plan shall be amended by adding
the following at the end of such section:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    “Notwithstanding
the foregoing, for purposes of Section 9.08, an Eligible Retirement Plan shall
also mean a Roth IRA as provided in section 408A(e) of the Code; provided,
however, that a rollover to a Roth IRA (other than a qualified rollover
contribution from a Roth IRA or a designated Roth account) will be limited to
Participants whose adjusted gross income is equal to or less than $100,000 and
who are not married individuals filing a separate return in Plan Years beginning
January 1, 2008 and January 1, 2009.”

    


    III.           As
amended hereby, the Plan is specifically ratified and reaffirmed.

    


    EXECUTED, this _10th____ day of
____December________,
2009, effective for all purposes as provided above.

    


    


        


      
        	 
      	 
      	
                CAMERON
      INTERNATIONAL CORPORATION

                 

              
	 
      	
                By:

              	
                /s/
      Joseph H.
      Mongrain                         
      

              
	 
      	
                Name:

              	
                Joseph
      H.Mongrain

              
	 
      	
                Title:

              	
                Vice
      President, Human
Resources