ex10-7.htm


    Exhibit
10.7

     

    FIRST
AMENDMENT TO THE

     

    CAMERON
INTERNATIONAL CORPORATION

     

    RETIREMENT
SAVINGS PLAN

     

    (As
Amended Effective January 1, 2008)

     

    


    WHEREAS, Cameron International
Corporation (the “Company”) and other Employers have heretofore adopted the
Cameron International Corporation Retirement Savings Plan (As Amended and
Restated Effective January 1, 2008) (the “Plan”);

     

    WHEREAS, the Company desires
to amend the Plan on behalf of itself and all Employers to include certain
employees hired in connection with the Company’s acquisition of certain assets
of Prime Measurement Products, L.L.C. as Profit Sharing Members of the Plan, in
accordance with the collective bargaining agreement covering such employees;
and

     

    WHEREAS, the Company desires
to amend the Plan on behalf of itself and all Employers to reflect the final
regulations under Section 415 of the Internal Revenue Code of 1986, as amended
(the “Code”);

     

    NOW, THEREFORE, the Plan shall
be amended as follows and such amendments shall supersede the provisions of the
Plan to the extent those provisions are inconsistent with the provisions of such
amendments:

     

    I. Effective
as of March 21, 2007:

     

    1. The
following new Section 1.1(9A) shall be added to the Plan:

     

     “(9A)           The
term “COI Union
Employee” shall mean an Employee who is a member of the Local Lodge 1980
and District Lodge 725, International Association of Machinists and Aerospace
Workers.”

     

    2. Section
1.1(51) of the Plan shall be deleted and the following shall be substituted
therefor:

     

     “(51)           The
term “Profit Sharing
Member” shall mean, except as provided in Section 2.1(b) with respect to
certain Part Time and Temporary Employees, each Eligible Employee who is a
Brookshire Union Employee whose Employment Commencement Date occurs on or after
January 1, 2005 and each Eligible Employee who is a COI Union
Employee.  Notwithstanding anything to the contrary herein, from and
after January 1, 2008, no Eligible Employee who is not a Brookshire Union
Employee or a COI Union Employee shall be or shall be eligible to become a
Profit Sharing Member.  Further, no Eligible Employee shall be both a
Profit Sharing Member and a Retirement Contributions Member at any
time.”

     

    3. The last
sentence of Section 1.1(55) shall be deleted and the following shall be
substituted therefor:

     

     “Notwithstanding
anything to the contrary herein, no Brookshire Union Employee or COI Union
Employee shall be or be eligible to become a Retirement Contributions Member
unless his employment status changes and he becomes employed by an Employer as
an Eligible Employee other than in a capacity as a Brookshire Union Employee or
a COI Union Employee.”

     

    4. The
parenthetical phrase “(other than Profit Sharing Members who are Brookshire
Union Employees)” shall be deleted from Section 2.1(a) of the Plan and the
phrase “(other than Profit Sharing Members who are Brookshire Union Employees or
COI Union Employees)” shall be substituted therefor.

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    5. The
phrase “(y) except for a Brookshire Union Employee, a Profit Sharing Member
on or after January 1, 2008” shall be deleted from the end of subparagraphs
(ii), (iii) and (iv) of Section 2.1(e) of the Plan and the following phrase
shall be substituted therefor:

     

     “(y)
except for a Brookshire Union Employee or a COI Union Employee, a Profit Sharing
Member on or after January 1, 2008”

     

    6. Section 2.3
of the Plan shall be deleted and the following shall be substituted
therefor:

     

    “2.3           Election
Form.

     

    Each
Member shall file with his Employer a written election in accordance with
procedures established by the Company with respect to his participation in the
Plan.  For each Member who is eligible to make Basic Contributions
and, if applicable, catch-up contributions pursuant to Section 3.1 and 3.6 of
the Plan, respectively, such written election shall contain his authorization
for his Employer to reduce his Compensation in order to make Basic Contributions
and, if applicable, catch-up contributions on his behalf pursuant to such
provisions. A Member’s written election pursuant to this Section 2.3 shall also
contain his election as to the investment of all amounts allocated to his
Separate Accounts pursuant to the provisions of Section 5.2.  A Member
who is eligible to make Basic Contributions and, if applicable, catch-up
contributions must file such written election with his Employer at least 20 days
prior to the first day of the payroll period as of which he is eligible to make
Basic Contributions (or at least 20 days prior to the first day of any
subsequent payroll period for which he is eligible to make Basic Contributions),
unless a shorter period of time is acceptable to the
Company.  Notwithstanding the foregoing, any Member who is a Profit
Sharing Member or a Retirement Contributions Member need not elect to make any
Basic Contributions under the Plan or be eligible to make such contributions in
order to be eligible to receive Profit Sharing Contributions or Retirement
Contributions, as applicable, and the election of any such Member who has not
elected to make Basic Contributions under the Plan, or is not eligible to make
such contributions, shall relate solely to the investment of his Profit Sharing
Contributions or Retirement Contributions, as applicable, pursuant to Section
5.2.”

     

    7. The
following shall be added at the end of Section 3.1 of the Plan:

     

    “Further,
notwithstanding the foregoing provisions of this Section 3.1, no Member who is a
COI Union Employee shall be eligible to have Basic Contributions made on his
behalf under the Plan.”

     

    8. The first
sentence of Section 4.10 of the Plan shall be deleted and the following shall be
substituted therefor:

     

     “Effective
as of any payroll period, any Member who is eligible to make Basic Contributions
under the Plan may suspend his Basic Contributions or change the percentage of
his Compensation which is contributed as Basic Contributions in accordance with
the procedures and within the time period prescribed by the Plan
Administrator.”

     

    9. Section 7.5(d)
shall be added to the Plan as follows:

     

    
      	 	
              “(d)           Vesting Service With
      Prime Measurement Affiliates.  For the period preceding
      March 21, 2007, each Eligible Employee who was employed by Prime
      Measurement Products, L.L.C. prior to such date shall be credited with
      years of Vesting Service for purposes of the Plan equal to the Periods of
      Service he would have been credited under the Plan as if Prime Measurement
      Products, L.L.C. and its affiliates and predecessors were Employers under
      the Plan during such period and as if the Plan counted Vesting Service
      based on Periods of Service (rather than Hours of Service) during such
      entire period.”

            


    

     

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    II. Effective
as of January 1, 2008:

     

    1. Section
2.2 of the Plan shall be amended by deleting the fourth proviso of the first
sentence thereof (which reads “; and provided further, however, that each such
Member who is a Retirement Contributions Member who is not an Eligible Employee
on the last day of a Plan Year shall not receive a Retirement Contribution for
such Plan Year”).

     

    2.  Article
XVI of the Plan shall be deleted and the following shall be substituted
therefor:

     

    “ARTICLE
XVI

     

    SECTION
415 LIMITATIONS

     

    16.1           Application.

     

    The
provisions set forth in this Article XVI are intended solely to comply with the
requirements of Section 415 of the Code, as amended, and shall be interpreted,
applied, and if and to the extent necessary, deemed modified without further
formal language so as to satisfy solely the minimum requirements of said
Section.  For such purposes, the limitations of Section 415 of the
Code and the Treasury regulations promulgated thereunder, as amended from time
to time, are hereby incorporated by reference and made part hereof as though
fully set forth herein, but shall be applied only to particular Plan benefits in
accordance with the provisions of this Article XVI, to the extent such
provisions are not consistent with Section 415 of the Code and such Treasury
regulations.  If there is any discrepancy between the provisions in
this Article XVI and the provisions of Section 415 of the Code and such Treasury
regulations, such discrepancy shall be resolved in such a way as to give full
effect to the provisions of Section 415 of the Code and such Treasury
regulations.  This Article shall also include reference to the
applicable provisions of any successor regulation promulgated under Section 415
of the Code.

     

    16.2           Section 415
Definitions.

     

    For
purposes of this Article XVI, the following terms and phrases shall have these
respective meanings:

     

    
      	 	
              (a)           “Annual Additions” of a
      Member for any Limitation Year shall mean all amounts that are annual
      additions (as defined under Treasury Regulation § 1.415(c)-1(b)),
      including, without limitation, the Basic Contributions, Matching
      Contributions, Company Retirement Contributions, Retirement Contributions
      and forfeitures, if any, allocated to such Member’s Separate Accounts for
      such year.

            


    

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	 	
              (b)           “415 Compensation” of a
      Member for any Limitation Year shall mean the total of all amounts of
      compensation (within the meaning of Treasury Regulation
      § 1.415(c)-2(d)(4)), paid by the Employer to or for the benefit of a
      Member in such Limitation Year, including all compensation for services
      rendered or labor performed for the Employer which are required to be
      reported on the Member’s federal income tax withholding statement or
      statements (Form W-2 or its subsequent equivalent), plus amounts that
      would be so reported but for an election under Section(s) 125(a),
      132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b) of the
      Code.  The 415 Compensation of a Member for any Limitation Year
      shall include payments of regular compensation for services during the
      Member’s regular working hours, compensation for services outside the
      Member’s regular working hours (such as overtime or shift differential),
      commissions, bonuses, or other similar payments that are paid to the
      Member following his Severance Date but which would have been paid to the
      Member prior to such date if he had continued in employment with the
      Employer, provided that such payments are paid by the later of two and
      one-half  months following the Member’s Severance Date or the
      end of the Limitation Year that includes the Severance
      Date.  The 415 Compensation of any Member taken into account for
      purposes of the Plan shall be limited to $200,000 for any Plan Year with
      such limitation to be adjusted automatically to reflect any amendments to
      Section 401(a)(17) of the Code and any cost-of-living increases authorized
      by Section 401(a)(17) of the Code and prorated for a Plan Year of less
      than twelve months and to the extent otherwise required by applicable
      law.

            


    

     

    
      	 	
              (c)           “Limitation Year” shall
      mean the calendar year.

            


    

     

    
      	 	
              (d)           “Maximum Annual
      Additions” of a Member for any Limitation Year shall mean the
      lesser of (a) $40,000 (with such amount to be adjusted automatically to
      reflect any cost-of-living adjustment authorized by Section 415(d) of the
      Code and Treasury Regulation § 1.415(d)-1(b)) or (b) 100% of
      such Member’s 415 Compensation during such Limitation Year, as determined
      in accordance with the requirements of Treasury Regulation
      § 1.415(c)-2.

            


    

     

    16.3           Limitations.

     

    Contrary
Plan provisions notwithstanding, in no event shall the Annual Additions credited
to a Member’s Separate Accounts for any Limitation Year exceed the Maximum
Annual Additions for such Member for such year.

     

    16.4           Multiple
Plans.

     

    For
purposes of determining whether the Annual Additions under this Plan exceed the
limitations herein provided, all defined contribution plans of the Employer are
to be treated as one defined contribution plan.  In addition, all
defined contribution plans of Controlled Entities shall be aggregated for this
purpose.  For purposes of this Article XVI only, a “Controlled Entity”
shall be determined in accordance with Treasury Regulation
§ 1.415(a)-1(f)(1).  If the Annual Additions credited to a
Member’s Separate Accounts for any Limitation Year under this Plan plus the
additions credited on his behalf under other defined contribution plans required
to be aggregated pursuant to this Section would exceed the Maximum Annual
Additions for such Member for such Limitation Year, the Annual Additions this
Plan and under such other plans shall be reduced on a pro rata basis and
allocated, reallocated, or returned in accordance with the provisions of
applicable law.

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    16.5           Contribution
Adjustments.

     

    If the
limitations set forth in this Article XVI with respect to Annual Additions
credited to a Member’s Separate Accounts under this Plan would not otherwise be
met for any Limitation Year, the Basic Contributions elections of affected
Members may be reduced by the Employer on a temporary and prospective basis in
such manner as the Employer shall determine; provided, however, that no such
reduction shall be effected in a way that adversely affects the catch-up
contribution rights of such Members.”

     

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

     

    


     

    IN WITNESS WHEREOF, the
parties have caused these presents to be executed this _28st___ day of
__August_____________,
2008, effective for all purposes as provided above.

    
 

    
      
        	 
      	 
      	
                CAMERON
      INTERNATIONAL CORPORATION

              
	 
      	
                By:

              	
                /s/ Joseph H.
      Mongrain                                                
                                       

              
	 
      	
                Name: 

              	
                Joseph
      H. Mongrain       

              
	
                    

              	
                Title:

              	
                Vice
      President, Human
Resources 

              


      




    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECOND
AMENDMENT TO THE

     

    CAMERON
INTERNATIONAL CORPORATION

     

    RETIREMENT
SAVINGS PLAN

     

    (As
Amended Effective January 1, 2008)

     

    WHEREAS, Cameron International
Corporation (the “Company”) and other Employers have heretofore adopted the
Cameron International Corporation Retirement Savings Plan (As Amended and
Restated Effective January 1, 2008) (the “Plan”); and

     

    WHEREAS, the Company desires
to amend the Plan on behalf of itself and all Employers;

     

    NOW, THEREFORE, the Plan shall
be amended as follows, effective as of August 28, 2008:

     

    1. The fifth
and sixth sentences of Section 3.10 of the Plan shall be deleted and the
following shall be substituted therefor:

     

    “At the
end of December of each Plan Year following the date of transfer of assets from
the Retirement Plan into the Reversion Suspense Account and for so long as
assets remain credited to the Reversion Suspense Account, the Company shall
determine the minimum amount required to be allocated from the Reversion
Suspense Account for such Plan Year in order to satisfy the seven-plan-year
ratable allocation rule described in Section 4980(d)(2)(C) of the Code and if
the transfers previously made during such Plan Year from the Reversion Suspense
Account to Members’ Retirement Contribution Accounts was not, in the aggregate,
at least equal to such minimum amount, the shortfall amount will be allocated as
of the December 31 of such Plan Year to Members’ Retirement Contribution
Accounts on a Compensation ratio basis pursuant to which each Member’s
Retirement Contribution Account will be allocated a portion of the shortfall
amount determined by multiplying the shortfall amount by a fraction, the
numerator of which is that Member’s Compensation for such Plan Year and the
denominator of which is the sum of all Members’ Compensation for such Plan
Year.”

     

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

     

    IN WITNESS WHEREOF, the
parties have caused these presents to be executed this __2nd____ day of
__December________________,
2008.

     

    
      
 

      
        
          	 
      	 
      	
                  CAMERON
      INTERNATIONAL CORPORATION

                
	 
      	
                  By:

                	
                  /s/ Joseph H.
      Mongrain                                                
                                       

                
	 
      	
                  Name: 

                	
                  Joseph
      H. Mongrain       

                
	
                      

                	
                  Title:

                	
                  Vice
      President, Human
Resources 

                


        






    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIRD
AMENDMENT TO THE

     

    CAMERON
INTERNATIONAL CORPORATION

     

    RETIREMENT
SAVINGS PLAN

     

    (As
Amended and Restated Effective January 1, 2008)

     

    WHEREAS, Cameron International
Corporation (the “Company”) and other Employers have heretofore adopted the
Cameron International Corporation Retirement Savings Plan (As Amended and
Restated Effective January 1, 2008) (the “Plan”); and

     

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

     

    NOW, THEREFORE, the Plan shall
be amended as follows:

     

    I.           Effective
as of January 1, 2007:

     

    1. The last
sentence of Section 1.1(23) of the Plan shall be deleted and the following shall
be substituted therefor:

     

    “Notwithstanding
the foregoing or any other provision of the Plan, (A) any amount that is
distributed from the Plan on account of hardship pursuant to Section 8.1 shall
not be an Eligible Rollover Distribution and no election may be made 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.           The
last sentence of Section 4.2 of the Plan shall be deleted and the following
shall be substituted therefor:

     

    “Notwithstanding
the foregoing or any other provision of the Plan, distributions pursuant to this
Section 4.2 shall be (i) adjusted for income or loss allocated thereto up to the
date of distribution (or such earlier date as permitted by applicable law) in
the manner determined by the Company in accordance with any method permissible
under applicable Treasury regulations and (ii) made proportionately from the
Separate Accounts to which Basic Contributions were made for the applicable Plan
Year.”

     

    3.           The
following provision shall be added after the first sentence of the first
paragraph of Section 10.2(b) of the Plan:

     

    “No less
than thirty days (unless such thirty-day period is waived by an affirmative
election in accordance with applicable Treasury regulations) and no more than
180 days before the date a Member’s Plan interest is to be distributable to him,
the Company shall inform the Member of his right to defer the distribution of
his benefit and shall describe the Member’s Eligible Rollover Distribution
election rights pursuant to Section 10.9.  Such information shall also
describe for the Member the consequences of failing to defer the distribution of
his Plan interest.”

     

    4.           Section
10.2(b)(4)(iii) of the Plan shall be amended by replacing each reference to
“ninety days” therein with a reference to “180 days.”

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    5.           Section
15.10 of the Plan shall be amended by deleting the phrase “section 414(u) of the
Code” and replacing it with the phrase “section 414(u) and 401(a)(37) of the
Code”.

     

    6.           The
last sentence of Section 17.3(c) of the Plan shall be deleted and the following
shall be substituted therefor:

     

    “Further,
the top heavy requirements of Section 416 of the Code and this Article XVII of
the Plan shall not apply in any Plan Year in which the Plan consists solely of a
cash or deferred arrangement which meets the requirement of Section 401(k)(12)
or 401(k)(13) of the Code and matching contributions with respect to which the
requirements of Section 401(m)(11) or 401(m)(12) of the Code are
met.  The Plan will only be deemed to consist solely of a cash or
deferred arrangement which meets the requirements of Section 401(k)(12) or
401(k)(13) of the Code and matching contributions with respect to which the
requirements of Section 401(m)(11) or 401(m)(12) of the Code are met for a Plan
Year if the only contributions which are made to the Plan satisfy the
requirements of such sections, as applicable, and the Plan does not by operation
as a result of allocation of forfeitures, imposition of contribution allocation
service requirements or other operational features ceases to be a plan
consisting solely of a cash or deferred arrangement which meets the requirements
of Section 401(k)(12) or 401(k)(13) of the Code and matching contributions with
respect to which the requirements of Section 401(m)(11) or 401(m)(12) of the
Code are met for a Plan Year.”

     

    7.           References
in the Addendum to the Plan for Employees Of Cooper Cameron Valves Division
Plant At Little Rock, Arkansas to a “90-day period” shall be deleted and the
phrase “180-day period” shall be substituted therefor.

     

    II.           Effective
as of January 1, 2008, Section 1.1(22) of the Plan shall be amended by adding
the following new sentence at the end thereof:

     

    “Notwithstanding
the foregoing, for purposes of Section 10.9, 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
Members 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.           Effective
as of January 1, 2010, Section 1.1(23) of the Plan shall be amended by adding
the following two new sentences at the end of such Section:

     

    “Further,
notwithstanding the foregoing or any other provision of the Plan, with respect
to a Beneficiary who is a designated beneficiary (as defined in section
401(a)(9)(E) of the Code) other than a Member’s surviving spouse, an Eligible
Rollover Distribution includes any distribution of all or any portion of the
Separate Accounts of a deceased Member in a direct trustee-to-trustee transfer
to (i) an individual retirement account described in section 408(a) of the Code
or (ii) an individual retirement annuity described in section 408(b) of the
Code, in each case that is (x) established for the purpose of receiving the
distribution of such Beneficiary and (y) treated as an inherited individual
retirement account or individual retirement annuity within the meaning of
section 408(d)(3)(C) of the Code.  Further, section 401(a)(9)(B) of
the Code (other than clause (iv) thereof) shall apply to an individual
retirement account or individual retirement annuity described in the preceding
sentence.”

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

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

     

    IN WITNESS WHEREOF, the
parties have caused these presents to be executed this _21st_____ day of
___December____________,
2009.

     

    


    
      
 

      
        
          	 
      	 
      	
                  CAMERON
      INTERNATIONAL CORPORATION

                
	 
      	
                  By:

                	
                  /s/ Joseph H.
      Mongrain                                                
                                       

                
	 
      	
                  Name: 

                	
                  Joseph
      H. Mongrain       

                
	
                      

                	
                  Title:

                	
                  Vice
      President, Human
Resources