ex10-6.htm


    

      Exhibit
10.6


      CAMERON
INTERNATIONAL CORPORATION

       

      RETIREMENT
SAVINGS PLAN

       

      


       

      As
Amended and Restated

       

      Effective
January 1, 2008

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CAMERON
INTERNATIONAL CORPORATION

       

      RETIREMENT
SAVINGS PLAN

       

      TABLE
OF CONTENTS

       

       

       

      
        	 
      	 
      	
                Page

              
	
                ARTICLE I   DEFINITIONS AND
      CONSTRUCTION

              	 
      
	
                1.1

              	
                Definitions

              	
                1

              
	
                1.2

              	
                Construction.

              	
                1

              
	
                ARTICLE II  ELIGIBILTIY TO
      PARTICIPATE

              	
                11

              
	
                2.1

              	
                Commencement
      of Participation.

              	
                11

              
	
                2.2

              	
                Changes
      in Employment Status.

              	
                11

              
	
                2.3

              	
                Election
      Form.

              	
                13

              
	
                ARTICLE
      III  CONTRIBUTIONS

              	
                13

              
	
                3.1

              	
                Basic
      Contributions.

              	
                13

              
	
                3.2

              	
                Matching
      Contributions.

              	
                14

              
	
                3.3

              	
                Rollover
      Contributions.

              	
                14

              
	
                3.4

              	
                Transferred
      Contributions.

              	
                15

              
	
                3.5

              	
                Company
      Retirement Contributions.

              	
                15

              
	
                3.6

              	
                Catch-Up
      Contributions.

              	
                15

              
	
                3.7

              	
                Profit
      Sharing Contributions.

              	
                15

              
	
                3.8

              	
                Retirement
      Contributions.

              	
                16

              
	
                3.9

              	
                Effect
      of Plan Termination or Withdrawal.

              	
                17

              
	
                ARTICLE IV  ADMINISTRATION OF
      CONTRIBUTIONS

              	
                17

              
	
                4.1

              	
                Limitations
      on Basic Contributions.

              	
                17

              
	
                4.2

              	
                Excess
      Elective Deferrals.

              	
                17

              
	
                4.3

              	
                Limitation
      on Matching Contributions.

              	
                17

              
	
                4.4

              	
                Delivery
      of Contributions.

              	
                17

              
	
                4.5

              	
                Allocation
      of Matching Contributions.

              	
                18

              
	
                4.6

              	
                Allocation
      of Company Retirement Contributions.

              	
                18

              
	
                4.7

              	
                Allocation
      of Profit Sharing Contributions.

              	
                18

              
	
                4.8

              	
                Allocation
      of Retirement Contributions.

              	
                18

              
	
                4.9

              	
                Crediting
      of Contributions.

              	
                18

              
	
                4.1

              	
                Changes
      in Reduction and Deduction Authorizations.

              	
                18

              
	
                ARTICLE V  DEPOSIT AND INVESTMENT OF
      CONTRIBUTIONS

              	
                19

              
	
                5.1

              	
                Deposit
      of Contributions.

              	
                19

              
	
                5.2

              	
                Investment
      of Accounts.

              	
                19

              
	
                5.3

              	
                Elimination
      of Funds.

              	
                20

              
	
                ARTICLE VI  ESTABLISHMENT OF FUNDS AND
      MEMBERS' ACCOUNTS

              	
                20

              
	
                6.1

              	
                Investment
      Responsibility.

              	
                20

              
	
                6.2

              	
                Establishment
      and Maintenance of Funds.

              	
                20

              
	
                6.3

              	
                Company
      Stock Fund.

              	
                20

              
	
                6.4

              	
                Income
      on Trust Funds.

              	
                20

              
	
                6.5

              	
                Separate
      Accounts.

              	
                20

              
	
                6.6

              	
                Voting
      of Company Stock in the Company Stock Fund.

              	
                20

              
	
                ARTICLE
    VII  VESTING

              	
                21

              
	
                7.1

              	
                Vesting
      in Basic, Supplemental, Matching, and Rollover/Transfer
      Accounts.

              	
                21

              
	
                7.2

              	
                Vesting
      in Company Retirement and Profit Sharing and Retirement
      Contributions.

              	
                21

              
	
                7.3

              	
                Forfeitures.

              	
                22

              
	
                7.4

              	
                Election
      of Former Vesting Schedule.

              	
                24

              
	
                7.5

              	
                Vesting
      Service.

              	
                24

              
	
                7.6

              	
                Transfers.

              	
                25

              
	
                7.7

              	
                Loss
      and Reinstatement of Years of Vesting Service.

              	
                25

              
	
                7.8

              	
                Prior
      Plan Vesting Rights.

              	
                26

              
	
                7.9

              	
                Finality
      of Determinations.

              	
                26

              
	
                ARTICLE VIII  WITHDRAWALS WHILE
      EMPLOYED

              	
                26

              
	
                8.1

              	
                Withdrawals
      Prior to Age 591⁄2.

              	
                26

              
	
                8.2

              	
                Withdrawals
      After Age 591⁄2.

              	
                28

              
	
                8.3

              	
                Form
      of Withdrawals.

              	
                28

              
	
                8.4

              	
                Withdrawals
      of Prior Plan Amounts.

              	
                28

              
	
                ARTICLE
      IX  LOANS

              	
                28

              
	
                9.1

              	
                Eligibility
      for Loan.

              	
                28

              
	
                9.2

              	
                Maximum
      Loan.

              	
                29

              
	
                9.3

              	
                Operation
      of Article.

              	
                29

              
	
                ARTICLE X  DISTRIBUTION ON RETIREMENT OR
      OTHER TERMINATION OF EMPLOYMENT

              	
                29

              
	
                10.1

              	
                Eligibility
      for Distribution.

              	
                29

              
	
                10.2

              	
                Distribution
      of Separate Accounts.

              	
                29

              
	
                10.3

              	
                Form
      of Distribution.

              	
                32

              
	
                10.4

              	
                Limitation
      on Commencement of Distribution.

              	
                33

              
	
                10.5

              	
                Restriction
      on Alienation.

              	
                34

              
	
                10.6

              	
                Payments
      to Incompetents or Minors.

              	
                34

              
	
                10.7

              	
                Commercial
      Annuities.

              	
                34

              
	
                10.8

              	
                Actuarial
      Equivalency.

              	
                34

              
	
                10.9

              	
                Eligible
      Rollover Distributions.

              	
                34

              
	
                10.1

              	
                Deferral
      of Payments.

              	
                35

              
	
                10.11

              	
                Lost
      or Missing Members or Beneficiaries.

              	
                35

              
	
                10.12

              	
                Minimum
      Distribution Requirements.

              	
                35

              
	
                ARTICLE XI   BENEFICIARIES AND
      DEATH BENEFITS

              	
                38

              
	
                11.1

              	
                Designation
      of Beneficiary.

              	
                38

              
	
                11.2

              	
                Beneficiary
      in the Absence of Designated Beneficiary.

              	
                38

              
	
                11.3

              	
                Spousal
      Consent to Beneficiary Designation.

              	
                38

              
	
                11.4

              	
                Death
      Benefits from Non-IAR Accounts.

              	
                38

              
	
                11.5

              	
                Death
      Benefits from IAR Accounts.

              	
                39

              
	
                11.6

              	
                Commencement
      of Death Benefits.

              	
                40

              
	
                ARTICLE
      XII   ADMINISTRATION

              	
                40

              
	
                12.1

              	
                Plan
      Administrator.

              	
                40

              
	
                12.2

              	
                Authority
      of the Company.

              	
                40

              
	
                12.3

              	
                Action
      of the Company.

              	
                41

              
	
                12.4

              	
                Claims
      Review Procedure.

              	
                41

              
	
                12.5

              	
                Qualified
      Domestic Relations Orders.

              	
                41

              
	
                12.6

              	
                Indemnification.

              	
                41

              
	
                12.7

              	
                Temporary
      Restrictions.

              	
                42

              
	
                ARTICLE XIII   AMENDMENT AND
      TERMINATION

              	
                42

              
	
                13.1

              	
                Amendment.

              	
                42

              
	
                13.2

              	
                Limitation
      of Amendment.

              	
                42

              
	
                13.3

              	
                Termination.

              	
                42

              
	
                13.4

              	
                Withdrawal
      of an Employer.

              	
                43

              
	
                13.5

              	
                Corporate
      Reorganization.

              	
                43

              
	
                ARTICLE XIV   ADOPTION BY
      SUBSIDIARIES: EXTENSION TO NEW BUSINESS OPERATIONS

              	
                43

              
	
                ARTICLE XV   MISCELLANEOUS
      PROVISIONS

              	
                43

              
	
                15.1

              	
                No
      Commitment as to Employment.

              	
                43

              
	
                15.2

              	
                Benefits.

              	
                43

              
	
                15.3

              	
                No
      Guarantees.

              	
                43

              
	
                15.4

              	
                Exclusive
      Benefit.

              	
                44

              
	
                15.5

              	
                Duty
      to Furnish Information.

              	
                44

              
	
                15.6

              	
                Merger,
      Consolidation, or Transfer of Plan Assets.

              	
                44

              
	
                15.7

              	
                Return
      of Contributions to Employers.

              	
                44

              
	
                15.8

              	
                Addenda.

              	
                44

              
	
                15.9

              	
                Validity
      of Agreement.

              	
                44

              
	
                15.1

              	
                Uniformed
      Services Employment and Reemployment Rights Act
    Requirements.

              	
                44

              
	
                ARTICLE XVI   SECTION 415
      LIMITATIONS

              	
                45

              
	
                16.1

              	
                Application.

              	
                45

              
	
                16.2

              	
                Section
      415 Definitions.

              	
                45

              
	
                16.3

              	
                Limitations
      and Corrections.

              	
                46

              
	
                16.4

              	
                Multiple
      Plans.

              	
                47

              
	
                16.5

              	
                Contribution
      Adjustments.

              	
                47

              
	
                ARTICLE XVII   TOP-HEAVY PLAN
      RULES

              	
                47

              
	
                17.1

              	
                Application.

              	
                47

              
	
                17.2

              	
                Top-Heavy
      Definitions.

              	
                47

              
	
                17.3

              	
                Top-Heavy
      Minimum Allocation Rules.

              	
                50

              
	
                17.4

              	
                Top-Heavy
      Compensation Limitation.

              	
                51

              
	
                17.5

              	
                Top-Heavy
      Vesting Provisions.

              	
                51

              
	
                17.6

              	
                Top-Heavy
      Plan/Benefit Limitations.

              	
                51

              


      

      


       

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CAMERON
INTERNATIONAL CORPORATION

       

      RETIREMENT
SAVINGS PLAN

       

      WHEREAS, Cameron International
Corporation (the “Company”) has heretofore adopted the Cameron International
Corporation Retirement Savings Plan, hereinafter referred to as the “Plan,” for
the benefit of certain of its employees; and

       

      WHEREAS, the Company desires
to restate the Plan and to amend the Plan in several respects, intending thereby
to provide an uninterrupted and continuing program of benefits;

       

      NOW, THEREFORE, the Plan is
hereby restated in its entirety as follows with no interruption in time,
effective as of January 1, 2008, except as otherwise indicated
herein.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
I

       

      DEFINITIONS AND
CONSTRUCTION

       

      1.1 Definitions

       

      The
following words and phrases as used herein shall have the meanings hereinafter
set forth, unless a different meaning is plainly required by the
context:

       

      (1) The term
“Addendum” shall mean
the overriding provisions which are applicable to certain Employees in
accordance with the provisions of Section 15.8 and which shall constitute for
all purposes a part of the Plan and in the event of conflict with any other
provision of the Plan shall control.

       

      (2) The term
“Affiliate” shall mean
any member of a controlled group of corporations (as determined under Section
414(b) of the Code) of which the Company is a member; any member of a group of
trades or businesses under common control (as determined under Section 414(c) of
the Code) with the Company; and any member of an affiliated service group (as
determined under Section 414(m) of the Code) of which the Company is a
member.

       

      (3) The term
“Allocation Month” shall
mean each calendar month for which an Employer makes Company Retirement
Contributions in accordance with the provisions of Section 3.5.

       

      (4) The term
“Allocation Year” shall
mean each Plan Year.

       

      (5) The term
“Basic Account” shall
mean the Separate Account of a Member to which Basic Contributions are credited
in accordance with the provisions of Section 4.9.

       

      (6) The term
“Basic Contribution”
shall mean any cash or deferred arrangement contribution made to the Plan by an
Employer on behalf of a Member in accordance with the provisions of Sections 2.3
and 3.1.

       

      (7) The term
“Beneficiary” shall mean
the person or persons who, in accordance with the provisions of Article XI
hereof, shall be entitled to receive distribution hereunder in the event a
Member or Inactive Member dies before his interest shall have been distributed
to him in full.

       

      (8) The term
“Break in Service” shall
mean any Plan Year during which an Employee completes not more than 500 Hours of
Service; provided, however, that for purposes of Section 7.7, no Employee shall
incur a Break in Service solely by reason of an absence due to (i) the birth of
a child of the Employee, (ii) the pregnancy of the Employee, (iii) the placement
of a child with the Employee on account of the adoption of such child by such
Employee, or (iv) the caring for a child of an Employee for a period beginning
following the birth or placement of such child, with respect to the Plan Year in
which such absence begins, if the Employee otherwise would have incurred a Break
in Service or, in any other case, in the immediately following Plan Year; and
provided further, that although an Employee may not receive credit for vesting
or benefit accrual purposes, a Break in Service shall not be deemed to occur
with respect to any layoff or sick leave not in excess of the period of time
during which his seniority is retained; and provided further, however, that no
Member shall incur a Break in Service by reason of failure to complete more than
500 hours of service during the Plan Year beginning and ending on December 31,
2001.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      


       

      (8A)           The
term “Brookshire Union
Employee” shall mean an Employee who is a member of the Local Lodge 15
and District Lodge 37, International Association of Machinists and Aerospace
Workers.

       

      (9) The term
“Code” shall mean the
Internal Revenue Code of 1986, as amended from time to
time.  Reference to a section of the Code shall include such section
and any comparable section or Sections of any future legislation that amends,
supplements, or supersedes such section.

       

      (10) The term
“Company” shall mean
Cameron International Corporation, its successors, and the surviving corporation
resulting from any merger or consolidation of Cameron International Corporation
with any other corporation or corporations.

       

      (11) The term
“Company Retirement
Contributions” shall mean the contributions made to the Plan by an
Employer in accordance with the provisions of Section 3.5.

       

      (12) The term
“Company Stock” shall
mean the common stock of Cameron International Corporation.

       

      (13) The term
“Company Stock Fund”
shall mean the investment fund established to invest in Company Stock and
maintained pursuant to the provisions of Section 6.3.

       

      (14) The term
“Compensation” shall
mean the total of all wages, salaries, fees for professional service and other
amounts received in cash or in kind by a Member while a Member for services
actually rendered or labor performed for the Employer to the extent such amounts
are includable in gross income, subject to the following adjustments and
limitations:

       

      
        	
                 
      

              	
                (A)

              	
                The
      following shall be excluded:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Accrued
      or unused vacation pay which is paid following termination of
      employment;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Reimbursements
      and other expense allowances (including but not limited to automobile
      expense allowances and foreign service
  premiums);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Cash
      and noncash fringe benefits;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Moving
      expense reimbursements;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                Employer
      contributions to or payments from this or any other deferred compensation
      program, whether such program is qualified under Section 401(a) of the
      Code or nonqualified, other than Basic
  Contributions;

              


      

       


      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (vi)

              	
                Welfare
      benefits (including but not limited to severance
  benefits);

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                Amounts
      realized from the receipt or exercise of a stock option that is not an
      incentive stock option within the meaning of Section 422 of the
      Code;

              


      

       

      
        	
                 
      

              	
                (viii)

              	
                Amounts
      realized at the time property described in Section 83 of the Code is
      freely transferable or no longer subject to a substantial risk of
      forfeiture;

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                Amounts
      realized as a result of an election described in Section 83(b) of the
      Code;

              


      

       

      
        	
                 
      

              	
                (x)

              	
                Any
      amount realized as a result of a disqualifying disposition within the
      meaning of Section 421(a) of the Code;
and

              


      

       

      
        	
                 
      

              	
                (xi)

              	
                Any
      other amounts that receive special tax benefits under the Code but are not
      hereinafter included.

              


      

       

      
        	
                 
      

              	
                (B)

              	
                Basic
      Contributions and any other elective contributions made on a Member’s
      behalf by the Employer that are not includable in income under
      Section 125, Section 402(e)(3), Section 402(h), or Section 403(b) of
      the Code and any amounts that are not includable in the gross income of a
      Member under a salary reduction agreement by reason of the application of
      Section 132(f) of the Code shall be
included.

              


      

       

      
        	
                 
      

              	
                (C)

              	
                The
      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:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                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

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Prorated
      for a Plan Year of less than twelve months and to the extent otherwise
      required by applicable law.”

              


      

       

      (15) The term
“Contribution Hour”
shall mean an hour of employment in an hourly-rated employment classification
while an IAR Member of the Plan for which such Member receives Compensation from
an Employer, including overtime hours and any paid hours for vacation periods or
holidays, but excluding any other paid hours for any other absences during which
no duties are performed.

       

      (16) The term
“Contribution Rate”
shall mean the following contribution rates, depending upon an IAR Member’s
employment classification at the time such Contribution Hours are
credited:

       


      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                Employment Classification

              	
                Contribution Rate

              
	
                Labor
      Grade 82, 83, or 84

              	
                $0.37

              
	
                Labor
      Grade 85

              	
                $0.44

              
	
                Labor
      Grade 86, 87, or 88

              	
                $0.48

              


      

      Notwithstanding
the foregoing, in no event shall an IAR Member’s Contribution Rate be a rate
that is less than the Contribution Rate applicable for such IAR Member as of
April 27, 2003; provided, however, that if an IAR Member’s Labor Grade changes
on or after such date, such IAR Member’s Contribution Rate will be determined
pursuant to the Schedule set forth above.

       

      (17) The term
“Controlled Entity”
shall mean each corporation that is a member of a controlled group of
corporations, within the meaning of Section 1563(a) of the Code determined
without regard to Section 1563(a)(4) and Section 1563(e)(3)(C), of which the
Company is a member, each trade or business (whether or not incorporated) with
which the Company is under  common control and each corporation that
is a member of an affiliated service group, within the meaning of Section 414(m)
of the Code, of which the Company is a member.

       

      (18) The term
“Cooper Savings Plan”
shall mean the Cooper Industries, Inc. Retirement and Savings Plan, the Cooper
Industries, Inc. Savings Plan, and Cooper Industries, Inc. Stock Ownership
Plan.

       

      (19) The term
“Effective Date” shall
mean January 1, 2008 as to this restatement of the Plan, except (A) as otherwise
indicated in specific provisions of the Plan, and (B) that provisions of the
Plan required to have an earlier effective date by applicable statute and/or
regulation and shall apply, as of such required effective date, to any plan
merged into this Plan.  The original effective date of the Plan was
April 1, 1995.

       

      (20) The term
“Eligible Employee”
shall mean any salaried or hourly Employee of the Employer who is (i) a common
law employee who is paid in United States dollars from a payroll maintained in
the United States, (ii) a non-United States citizen who is a lawful, permanent
resident of the United States and who is subject to United States federal income
taxes on his worldwide income, or (iii) an Eligible Foreign
Employee.  In no event shall the term “Eligible Employee” mean (i) any
person who is rendering service to an Employer solely as a director or an
independent contractor, (ii) any person who is covered by a collective
bargaining agreement unless such agreement specifically provides for coverage by
the Plan, or (iii) any person who is a nonresident alien and who receives no
earned income within the meaning of Section 911(b) of the Code from an Employer
which constitutes income from sources within the United States as defined in
Section 861(a)(3) of the Code, or (iv) an Employee who is a Leased Employee or
who is designated, compensated, or otherwise classified by the Employer as a
Leased Employee.  Notwithstanding any provision of the Plan to the
contrary, no individual who is designated, compensated, or otherwise classified
or treated by the Employer as an independent contractor shall be eligible to
become a Member of the Plan.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (21) The term
“Eligible Foreign
Employee” shall mean any individual who (i) is a citizen of the
United States or a permanent, lawful resident of the United States, (ii) is an
employee of an Included Foreign Affiliate, and (iii) is not covered by any other
funded plan of deferred compensation under which contributions are provided by
any other person, firm, or corporation with respect to the remuneration paid to
such individual by the Included Foreign Affiliate.

       

      (22) The term
“Eligible Retirement
Plan” shall mean, with respect to distributions made from the Plan after
December 31, 2001, any of:  an individual retirement account described
in Section 408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section 403(a) of the
Code, a qualified plan described in Section 401(a) of the Code, that, under its
provisions does, and under applicable law may, accept an Eligible Rollover
Distribution, an annuity contract described in Section 403(b) of the Code, and
an eligible plan under Section 457(b) of the Code that is maintained by a state,
political subdivision of a state, or agency or instrumentality of a state or
political subdivision of a state and that agrees to separately account for the
amounts transferred into such plan from this Plan.  The definition of
Eligible Retirement Plan shall also apply in the case of a distribution to a
surviving spouse or to a spouse or former spouse who is an alternate payee under
a qualified domestic relations order, as defined in Section 414(p) of the
Code.

       

      (23) The term
“Eligible Rollover
Distribution” shall mean all or any portion of a Plan distribution to a
Member or a Beneficiary who is a deceased Member’s surviving spouse or an
alternate payee under a qualified domestic relations order who is a Member’s
spouse or former spouse; provided, however, that such distribution is not (i)
one of a series of substantially equal periodic payments made
at  least annually for over a specified period of ten or more years or
the life of the Member or Beneficiary or the joint lives of the Member and a
designated beneficiary, (ii) a distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; or (iii) the portion of any
distribution which is not includable in gross income (determined without regard
to any exclusion of net unrealized appreciation with respect to employer
securities).  Further, a distribution pursuant to Section 8.1 from the
Separate Account of a Member attributable to Basic Contributions who has not
attained age 59 1⁄2 shall not constitute an Eligible Rollover
Distribution.  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 defined contribution plan described in Section 401(a)
or 403(a) 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.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (24) The term
“Employee” shall mean
each (A) individual employed by the Employer or a Controlled Entity and (B)
Leased Worker.

       

      (25) The term
“Employer” shall mean
the Company or any Affiliate of the Company which adopts the Plan as herein
provided so long as the Affiliate has not withdrawn from the Plan.

       

      (26) The term
“Employment Commencement
Date” shall mean the first date on which an Employee completes an Hour of
Service.

       

      (27) The term
“Entry Date” shall mean
January 1 or July 1.

       

      (28) The term
“ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to
time.  Reference to a section of ERISA shall include such section and
any comparable section or Sections of any future legislation that amends,
supplements, or supersedes such section.

       

      (29) The term
“Foreign Affiliate”
shall mean a “foreign affiliate” as defined in Section 3121(1)(8) of the
Code.

       

      (30) The term
“Fund” shall mean any of
the investment funds established and maintained in accordance with the
provisions of Section 6.2.

       

      (31) The term
“Highly-Compensated
Employee” shall mean each Employee who performs services during the Plan
Year for which the determination of who is highly compensated is being made (the
“Determination Year”) and who:

       

      
        	
                 
      

              	
                (a)

              	
                is
      a fiver-percent owner of the Employer (within the meaning of section
      416(i)(1)(A)(iii) of the Code) at any time during the Determination Year
      or the twelve-month period immediately preceding the Determination Year
      (the “Look-Back Year”); or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                for
      the Look-Back Year, receives compensation (within the meaning of section
      414(q)(4) of the Code; “compensation” for purposes of this Paragraph) in
      excess of $80,000 (with such amount to be adjusted automatically to
      reflect any cost-of-living adjustments authorized by section 414(q)(1) of
      the Code) during the Look-Back
Year.

              


      

       

      For the
purposes of the preceding sentence, (i) all employers aggregated with the
Employer under section 414(b), (c), (m), or (o) of the Code shall be treated as
a single employer and (ii) a former Employee who had a separation year
(generally, the Determination Year such Employee separates from service) prior
to the Determination Year and who was an active Highly Compensated Employee for
either such separation year or any Determination Year ending on or after such
Employee’s fifty-fifth birthday shall be deemed to be a Highly Compensated
Employee.  To the extent that the provisions of this Paragraph are
inconsistent or conflict with the definition of a “highly compensated employee”
set forth in section 414(q) of the Code and the Treasury regulations thereunder,
the relevant terms and provisions of section 414(q) of the Code and the Treasury
regulations thereunder shall govern and control.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (32) The term
“Hour of Service” shall
mean an hour for which an employee is paid, or entitled to be paid, with respect
to the performance of duties for an Employer or a Controlled Entity either as
regular wages, salary or commissions, or pursuant to an award or agreement
requiring an Employer or a Controlled Entity to pay back wages.  Hours
under this paragraph shall be calculated and credited pursuant to Section
2530.200b-2(b) and (c) of the Department of Labor regulations which are
incorporated herein by reference.

       

      (33) The term
“IAR Account” shall mean
the Separate Account of a Member to which the Company Retirement Contributions
are credited in accordance with the provisions of Section 4.8.

       

      (34) The term
“IAR Member” shall mean,
except as provided in Section 2.1(c) with respect to certain Part Time Employees
and Temporary Employees, each Eligible Employee who is a Brookshire Union
Employee whose Employment Commencement Date occurred prior to January 1,
2005; provided, however, that, except as provided in Section 2.1(c) with respect
to certain Part Time and Temporary Employees, an Eligible Employee who is a
Brookshire Union Employee and whose Reemployment Date occurs on or after January
1, 2005 shall become a Profit Sharing Member and not an IAR Member, in
accordance with the provisions of Section 2.1.  Notwithstanding the
foregoing, solely for purposes of Article X (Distributions on Retirement or
Other Termination of Employment) and Article XI (Beneficiaries and Death
Benefits), the term “IAR Member” shall include each Member who was an IAR Member
on or before December 31, 2007.

       

      (35) The term
“Inactive Member” shall
mean any Member who ceases to be an Employee and whose Separate Accounts have
not been distributed in accordance with the provisions of the Plan.

       

      (36) The term
“Included Foreign
Affiliate” means a “Foreign Affiliate” with respect to which there shall
be in effect between the Company and the Secretary of the Treasury or his
delegate an agreement pursuant to Section 3121(1) of the Code, whereby coverage
under Title II of the federal Social Security Act has been extended to service
performed outside the United States by United States citizens employed by such
“Foreign Affiliate.”

       

      (37) The term
“Leased Worker” shall be
a person (other than a person who is an employee without regard to this
paragraph (37)) engaged in performing services for a Controlled Entity (the
“recipient”) pursuant to an agreement between the recipient and any other person
(“Leasing Organization”) who meets the following requirements:

       

      
        	
                 
      

              	
                (a)

              	
                he
      has performed services for one or more Controlled Entities (or for any
      other “related persons” determined in accordance with Section 414(n)(6) of
      the Code) on a substantially full-time basis for a period of at least one
      year;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                such
      services are of a type historically performed in the business field of the
      recipient, in the United States, by employees (or, from and after January
      1, 1997, such services are performed under primary direction or control by
      the Employer or a Controlled Entity);
and

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (c)

              	
                he
      is not participating in a “safe harbor plan” of the Leasing
      Organization.  (For this purpose, a “safe harbor plan” is a plan
      that satisfies the requirements of Section 414(n)(5) of the Code, which
      will generally be a money purchase pension plan with a non-integrated
      employer contribution rate of at least ten percent of compensation and
      which provides for immediate participation and full and immediate
      vesting).

              


      

       

      A person
who is a Leased Worker during any taxable year beginning after December 31,
1983, shall also be considered an employee of a Controlled Entity during such
period (and solely for the purpose of determining length of service for
participation and vesting purposes, and shall also be considered to have been an
employee for any earlier period in which he was a Leased Worker) but shall not
be a Member and shall not otherwise be eligible to become covered by the Plan
during any period in which he is a Leased Worker.  Notwithstanding the
foregoing, the sole purpose of this paragraph (37) is to define and apply the
term “Leased Worker” strictly (and only) to the extent necessary to satisfy the
minimum requirements of Section 414(n) of the Code relating to “leased
employees.”  This paragraph (37) shall be interpreted, applied and, if
and to the extent necessary, deemed modified without formal amendment of
language, so as to satisfy solely the minimum requirements of Section 414(n) of
the Code.

       

      (38) The term
“Matching Account” shall
mean the Separate Account of a Member to which Matching Contributions are
credited in accordance with the provisions of Section 4.9.

       

      (39) The term
“Matching Contribution”
shall mean the contributions which an Employer contributes to the Plan in
accordance with the provisions of Section 3.2.

       

      (40) The term
“Member” shall mean an
Eligible Employee who participates in the Plan in accordance with the provisions
of Article II.

       

      (41) The term
“Participation Service”
shall mean the measure of service used in determining a Part Time Employee’s or
Temporary Employee’s eligibility to participate in the Plan as determined
pursuant to Section 2.1(b).

       

      (42) The term
“Part Time Employee”
shall mean an Employee who is classified as a part time employee under the
Employer’s regular payroll practices.

       

      (43) The term
“Pay Period” shall mean
the periodic payroll period for which a Member receives compensation from an
Employer.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (44) The term
“Period of Service”
shall mean each period of an individual’s Service commencing on his Employment
Commencement Date or a Reemployment Date, if applicable, and ending on a
Severance Date.  Notwithstanding the foregoing, a period during which
an individual is absent from Service by reason of the individual’s pregnancy,
the birth of a child of the individual, the placement of a child with the
individual in connection with the adoption of such child by the individual, or
for the purposes of caring for such child for the period immediately following
such birth or placement shall not constitute a Period of Service between the
first and second anniversary of the first date of such absence.  A
Period of Service shall also include any period required to be credited as a
Period of Service by federal law other than ERISA or the Code, but only under
the conditions and to the extent so required by such federal
law.  Further, to the extent required by section 414(n) of the Code
and the applicable interpretative authority thereunder, an individual’s Period
of Service shall include any period for which such individual was a Leased
Worker (or would have been a Leased Worker but for the requirements of clause
(a) of the definition of such term set forth in Section 1.1(37)).

       

      (45) The term
“Period of Severance”
shall mean each period of time commencing on an individual’s Severance Date and
ending on a Reemployment Date.

       

      (46) The term
“Permanent and Total
Disability” shall mean a physical or mental condition which has resulted
in an Employee being eligible for benefits under the Employer’s long-term
disability income plan.  An Employee shall cease to be Permanently and
Totally Disabled for purposes of the Plan as of the date he ceases to be
eligible for benefits under the Employer’s long-term disability income
plan.

       

      (47) The term
“Plan” shall mean the
profit-sharing plan set forth herein, which is called the “Cameron International
Corporation Retirement Savings Plan,” with all amendments, modifications, and
supplements hereafter made.

       

      (48) The term
“Plan Year” shall mean
the calendar year.

       

      (49) The term
“Profit Sharing Account”
shall mean the Separate Account of a Member to which Profit Sharing
Contributions are credited in accordance with the provisions of Section
4.9.

       

      (50) The term
“Profit Sharing
Contribution” shall mean the contributions that an Employer contributes
to the Plan in accordance with the provisions of Section 3.7.

       

      (51) The term
“Profit Sharing Member”
shall mean, except as provided in Section 2.1(c) 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.  Notwithstanding anything to the contrary herein, from and after
January 1, 2008, no Eligible Employee who is not a Brookshire 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.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (52) The term
“Reemployment Date”
shall mean the first date on which an Employee completes an Hour of Service
after a Severance Date.

       

      (53) The term
“Retirement Account”
shall mean the Separate Account of a Member to which Retirement Contributions
are credited in accordance with the provisions of Section 4.9.

       

      (54) The term
“Retirement Age” shall
mean age 65 unless otherwise specified in an Addendum.

       

      (55) The term
“Retirement Contributions
Member” shall mean, except as provided in Section 2.1(c) with respect to
certain Part Time Employees and Temporary Employees, (a) an Eligible Employee
whose Employment Commencement Date occurs on or after January 1, 2008, (b) each
Member who first becomes a Member of the Plan on or after such date if his
Employer first became an Affiliate of the Company on or after such date; and (c)
each Member of the Plan who was an Eligible Employee on the Effective
Date.  Notwithstanding anything to the contrary herein, no Brookshire
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.

       

      (56) The term
“Rollover/Transfer
Account” shall mean the Separate Account of a Member to which Rollover
Contributions or Transfer Contributions are credited in accordance with the
provisions of Section 3.3 or 3.4.

       

      (57) The term
“Rollover Contribution”
shall mean, effective January 1, 2003, a contribution to the Plan made in
accordance with Section 3.3 by any Eligible Employee of amounts received by him
as an “eligible rollover distribution” within the meaning of
Section 402(f)(2)(a) of the Code from:

       

      
        	
                 
      

              	
                (a)

              	
                a
      qualified plan described in Section 401(a) or 403(a) of the Code
      (excluding after-tax employee
contributions);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                an
      annuity contract described in Section 403(b) of the Code (excluding
      after-tax employee contributions);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                an
      eligible plan under Section 457(b) of the Code which is maintained by a
      state, political subdivision of a state, or any agency or instrumentality
      of a state or political subdivision of a state (excluding after-tax
      employee contributions); or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                an
      individual retirement account or annuity described in Section 408(a) or
      (b) of the Code (excluding after-tax employee contributions), provided
      that the entire balance in or value of, as applicable, such individual
      retirement account or annuity is attributable to an ‘eligible rollover
      distribution’ within the meaning of Section 402(f)(2)(a) of the Code from
      a plan or contract described in clause (a) or (b) above that was
      contributed to such account or annuity, or a contribution to such account
      or annuity as a rollover from a plan described in paragraph (c) above
      pursuant to Section 457(e)(16), as adjusted for income or losses
      attributable thereto.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (58) The term
“Separate Account” shall
mean any of the accounts established and maintained in accordance with the
provisions of Section 6.5 by the Company which reflects the interest of the
Basic Account, Supplemental Account, Matching Account, IAR Account, Profit
Sharing Account, Retirement Account and Rollover/Transfer Account, as
applicable, of a Member.

       

      (59) The term
“Service” shall mean the
period of an individual’s employment with the Employer or a Commonly Controlled
Entity.  In no event shall Service include any period of service with
a corporation or other entity prior to the date it became a Commonly Controlled
Entity or after it ceases to be a Commonly Controlled Entity except to the
extent required by law, or to the extent determined by the
Company.  The Company, in its discretion, may credit individuals with
Service for service with the Employer or a prior employer for periods before
such individual has commenced or recommenced participation in the Plan, but only
if (i) such service would not otherwise be credited as Service and
(ii) such crediting of Service (A) has a legitimate business reason,
(B) does not by design or operation discriminate significantly in favor of
Highly Compensated Employees, and (C) is applied to all similarly situated
employees.  In addition, the Company, in its discretion, may credit
individuals with Service based on imputed service for periods after such
individual has commenced participation in the Plan while such individual is not
performing service for the Employer or while such individual is an Employee with
a reduced work schedule, but only if (i) such service would not otherwise
be credited as Service, (ii) such crediting of Service (A) has a
legitimate business reason, (B) does not by design or operation
discriminate significantly in favor of Highly Compensated Employees, and
(C) is applied to all similarly situated employees, and (iii) the
individual has not permanently ceased to perform service as an Employee,
provided that the preceding clause (iii) of this sentence shall not apply
if (x) the individual is not performing service for the Employer because of
a disability, (y) the individual is performing service for another employer
under an arrangement that provides some ongoing business benefit to the
Employer, or (z) for purposes of vesting, the individual is performing
service for another employer that is being treated under the Plan as actual
service with the Employer.

       

      (60) The term
“Severance Date” shall
mean the later of (a) the date on which contributions to the Plan on behalf of a
person cease, or (b) the date on which an Employee retires, becomes totally and
permanently disabled, dies, or otherwise terminates employment; provided,
however, that if an Employee is absent from employment while in active service
in the Armed Forces of the United States, his Severance Date shall be the date
on which he terminated his employment, unless he returns to employment with an
Employer or a Controlled Entity during the time period prescribed by federal
law; and provided further, that no Employee shall incur a Severance Date until
the second anniversary of the first date on which such Employee is absent from
employment with an Employer or a Controlled Entity for maternity or paternity
reasons.  For purposes of this paragraph, an absence for maternity or
paternity reasons means an absence due to the pregnancy of the Employee, the
birth of a child of the Employee, the placement of a child with the Employee in
connection with the adoption of such child by the Employee, or the caring of
such child for a period beginning immediately following such birth or
placement.  Notwithstanding the foregoing, if an Employee retires or
dies, or his employment otherwise is terminated during a period of absence from
employment for any reason other than retirement or termination, his Severance
Date shall be the date of such retirement, death, or other termination of
employment.  In any case where an Employee receives severance pay upon
his termination of active employment as an Employee, the Employee’s Severance
Date shall be the date after his termination of active employment as an Employee
and prior to any resumption of such active employment on which the earlier
occurs:  (i) his death, or (ii) the date on which he is last paid
severance pay.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (61) The term
“Supplemental Account”
shall mean the Separate Account for each Member which is credited with his
Supplemental Contributions, if any.

       

      (62) The term
“Supplemental
Contribution” shall mean any contribution made to the Plan prior to April
1, 1996, by a Member as a “Supplemental Contribution” in accordance with the
provisions of the Plan in effect prior to April 1, 1996.

       

      (63) The term
“Temporary Employee”
shall mean an Employee who is classified as a temporary employee under the
Employer’s regular payroll practices.

       

      (64) The term
“Transferred
Contributions” shall mean any assets which are transferred to the Trustee
of the Plan in accordance with the provisions of Section 3.4.

       

      (65) The term
“Trust” shall mean the
trust established under the Trust Agreement to hold and invest contributions
made under the Plan.

       

      (66) The term
“Trust Agreement” shall
mean the agreement between the Company and the Trustee establishing the
Trust.

       

      (67) The term
“Trustee” shall mean the
trustee or trustees qualified and acting under the Trust Agreement at any
time.

       

      (68) The term
“Valuation Date” shall
mean each business day for purposes of the New York Stock Exchange of each
year.

       

      (69) The term
“Vesting Service” shall
mean the period of employment used in determining a Member’s vested interest in
his IAR Account, Profit Sharing Account or Retirement Account (as applicable) in
accordance with the provisions of Sections 7.5, 7.6, and 7.7.

       

      1.2 Construction.

       

      Where
necessary or appropriate to the meaning hereof, the singular shall be deemed to
include the plural and the masculine pronoun to include the
feminine.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
II

       

      ELIGIBILITY TO
PARTICIPATE

       

      2.1 Commencement of
Participation.

       

      
        	
                 
      

              	
                (a)

              	
                Each
      Eligible Employee who was a Member, IAR Member, and/or Profit Sharing
      Member of the Plan on the day prior to the Effective Date shall remain a
      Member, IAR Member, and/or Profit Sharing Member of the Plan as of the
      Effective Date.  Notwithstanding the foregoing, all Profit
      Sharing Members of the Plan on the day prior to the Effective Date (other
      than Profit Sharing Members who are Brookshire Union Employees) shall
      cease to be Profit Sharing Members and shall become Retirement
      Contributions Members on and effective as of the Effective
      Date.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Each
      Eligible Employee who is a Part Time Employee or Temporary Employee and
      whose Employment Commencement Date occurs on or after January 1, 2002 but
      prior to May 1, 2003 shall become a Member and, if applicable, an IAR
      Member and participate in the Plan on the first Entry Date coincident with
      or next following the later of the date on which such Employee completes
      one year of Participation Service or the date on which such Employee
      attains the age of 21; provided, however, that any Part Time Employee or
      Temporary Employee who has not become an IAR Member before May 1, 2003
      shall not become an IAR Member on or after such date notwithstanding any
      satisfaction by such employee of such participation requirements; and
      provided further, however, that any such Employee shall become a Profit
      Sharing Member on the first Entry Date coincident with or next following
      the later of the date such Employee completes One Year of Participation
      Service or the date on which such Employee attains the age of 21,
      notwithstanding that such Employee’s Employment Commencement Date preceded
      May 1, 2003.  An individual completes one year of Participation
      Service on the last day of the twelve-consecutive month period beginning
      with the individual’s Employment Commencement Date or beginning with
      anniversaries of such Employment Commencement Date during which such
      individual completes 1,000 Hours of
Service.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Each
      Eligible Employee (other than a Part Time Employee or Temporary Employee)
      whose Employment Commencement Date occurs on or after January 1, 2008
      shall become a Member and, as applicable, a Profit Sharing Member or a
      Retirement Contributions Member and participate in the Plan as of his
      Employment Commencement Date.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Each
      Eligible Employee who is a Part Time Employee or Temporary Employee and
      whose Employment Commencement Date occurs on or after May 1, 2003 shall
      become a Member and, as applicable, a Profit Sharing Member or a
      Retirement Contributions Member and participate in the Plan on the first
      Entry Date coincident with or next following the later of the date on
      which such Employee completes one year of Participation Service or the
      date on which such Employee attains the age of
  twenty-one.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (e)

              	
                Notwithstanding
      the foregoing,

              


      

       

      
        	
                 
      

              	
                (i)

              	
                A
      Temporary Employee or Part Time Employee who was a Member of the Plan
      prior to a termination of employment shall remain a Member and a Profit
      Sharing Member or Retirement Contributions Member, as applicable, upon his
      reemployment as an Eligible Employee; provided, however, that no such
      Employee who is reemployed on or after May 1, 2003 shall be an IAR Member
      upon his reemployment;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                A
      Temporary Employee or Part Time Employee who has completed one year of
      Participation Service and has attained the age of twenty-one but who has
      not become a Member, and Profit Sharing Member or Retirement Contributions
      Member, as applicable, because he was not an Eligible Employee shall
      become a Member and Profit Sharing Member or Retirement Contributions
      Member, as applicable, upon the later of (A) the date he becomes an
      Eligible Employee as a result of a change in his employment status or (B)
      the first Entry Date upon which he would have become a Member if he had
      been an Eligible Employee; provided, however, that no such Employee shall
      become (x) an IAR Member on or after May 1, 2003 or (y) except for a
      Brookshire Union Employee, a Profit Sharing Member on or after January 1,
      2008;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                A
      Temporary Employee or Part Time Employee who was an Eligible Employee who
      had completed one year of Participation Service but who had not attained
      the age of twenty-one prior to a termination of his employment shall
      become a Member and a Profit Sharing Member or Retirement Contributions
      Member, as applicable, upon the later of (i) the date of his reemployment
      or (ii) the first Entry Date following his attainment of age twenty-one;
      provided, however, that no such Employee shall become (x) an IAR
      Member on or after May 1, 2003 or (y) except for a Brookshire Union
      Employee, a Profit Sharing Member on or after January 1, 2008;
      and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                A
      Temporary Employee or Part Time Employee who was an Eligible Employee and
      who had met the age and service requirements of this Section to become a
      Member and a Profit Sharing Member or Retirement Contributions Member, as
      applicable, but who terminated employment prior to the Entry Date upon
      which he would have become a Member and a Profit Sharing Member or
      Retirement Contributions Member, as applicable, shall become a Member and
      a Profit Sharing Member or Retirement Contributions Member, as applicable,
      upon the later of (i) the date of his reemployment or (ii) the Entry Date
      upon which he would have become a Member and a Profit Sharing Member or
      Retirement Contributions Member, as applicable, if he had not terminated
      employment; provided, however, that no such Employee shall become (x) an
      IAR Member on or after May 1, 2003 or (y) except for a Brookshire Union
      Employee, a Profit Sharing Member on or after January 1,
      2008.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      2.2 Changes in Employment
Status.

       

      If a
Member ceases to be an Eligible Employee but continues in the employment of an
Employer as an Employee he shall continue as a Member until his participation is
otherwise terminated in accordance with the provisions of the Plan; provided,
however, that such Member shall share in Matching Contributions for any month of
such continued participation only to the extent and on the basis of his Basic
Contributions made during such month; and provided further that each such Member
who is an IAR Member shall share in Company Retirement Contributions for any
month of such continued participation only to the extent and on the basis of his
Contribution Hours during such month; provided further, however, that each such
Member who is a Profit Sharing Member who is not an Eligible Employee on the
last day of a Plan Year shall not receive a Profit Sharing Contribution for such
Plan Year; 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.  If a Member ceases to be an Eligible Employee but continues in
the employment of an Employer or a Controlled Entity, he shall become an
Inactive Member until his participation in the Plan is otherwise terminated in
accordance with the provisions of the Plan or he again becomes an Employee and
an active Member.

       

      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 which shall contain his authorization for his Employer to reduce his
Compensation in order to make Basic Contributions and, if eligible, catch-up
contributions on his behalf pursuant to the provisions of Sections 3.1 and 3.6,
respectively, and his election as to the investment of such contributions
pursuant to the provisions of Section 5.2; provided, however, that such election
must be filed 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 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 shall relate solely to the investment of his Profit
Sharing Contributions or Retirement Contributions, as applicable, pursuant to
Section 5.2.

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
III

       

      CONTRIBUTIONS

       

      3.1 Basic
Contributions.

       

      Commencing
with the date as of which he becomes a Member, each Member may elect to defer an
integral percentage of from 1% to 50% (or such lesser percentage as may be
prescribed from time to time by the Company) of his Compensation for a Plan Year
by having his Employer contribute the amount so deferred to the
Plan.  In restriction of the Members’ elections provided in Section
2.3, this Section, and Section 4.10, and except to the extent permitted under
Section 3.6 and Section 414(v) of the Code, the Basic Contributions and the
elective deferrals (within the meaning of Section 402(g)(3) of the Code) under
all other plans, contracts and arrangements of the Employer on behalf of any
Member for any calendar year shall not exceed the dollar limitation contained in
Section 402(g) of the Code in effect for such calendar year.  If a
Member elects to have such Basic Contributions made on his behalf, his
Compensation shall be reduced by the percentage he elects pursuant to the terms
of the Compensation reduction authorization described in Section 2.3 or
4.10.  Unless specifically provided otherwise in the Plan, each Member
who is an Eligible Employee may elect to have Basic Contributions made on his
behalf to the Plan.  Notwithstanding the foregoing provisions of this
Section 3.1, Basic Contributions made with respect to a Plan Year on behalf of
Highly Compensated Employees shall not exceed the limitations set forth in
Section 4.1.

       

      3.2 Matching
Contributions.

       

      
        	
                 
      

              	
                (a)

              	
                For
      Members Other Than Brookshire Union Employees.  On behalf
      of each Member other than a Member who is a Brookshire Union Employee,
      such Member’s Employer shall cause to be paid to the Trustee as its
      Matching Contribution hereunder for each payroll period an amount which
      equals 100 percent of the Basic Contributions, including catch-up
      contributions made pursuant to Section 3.6, for such payroll period which
      are attributable to the first six percent of the Compensation of each such
      Member for such payroll period.  In addition to the Matching
      Contributions made pursuant to the preceding sentence, for each Plan Year,
      on behalf of each Member who made Basic Contributions during such Plan
      Year (other than a Member who is a Brookshire Union Employee), such
      Member’s Employer shall cause to be paid to the Trustee, as additional
      Matching Contributions hereunder, an amount equal to the difference, if
      any, between (1) the amount that is equal to 100% of the Basic
      Contributions, including catch-up contributions made pursuant to Section
      3.6, for such Plan Year which are attributable to the first six percent of
      the Compensation of such Member and (2) the Matching Contributions for
      such Member for such Plan Year that were made pursuant to the preceding
      sentence.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      
        	
                 
      

              	
                (b)

              	
                For
      Members Who Are Brookshire Union Employees.  On behalf of
      each Member who is a  Brookshire Union Employee, such Member’s
      Employer shall cause to be paid to the Trustee as its Matching
      Contribution hereunder for each payroll period an amount which equals the
      sum of (i) 100 percent of the Basic Contributions, including catch-up
      contributions made pursuant to Section 3.6, for such payroll period which
      are attributable to the first three percent of the Compensation of each
      such Member for such payroll period, and (ii) 50 percent of the Basic
      Contributions, including catch-up contributions made pursuant to Section
      3.6, for such payroll period which are attributable to amounts in excess
      of three percent, but not in excess of six percent, of the Compensation of
      each such Member for such payroll period.  In addition to the
      Matching Contributions made pursuant to the preceding sentence, for each
      Plan Year, on behalf of each Member who is a Brookshire Union Employee who
      made Basic Contributions during such Plan Year, such Member’s Employer
      shall cause to be paid to the Trustee, as additional Matching
      Contributions hereunder, an amount equal to the difference, if any,
      between (1) the amount that is equal to the sum of (A) 100% of the Basic
      Contributions, including catch-up contributions made pursuant to Section
      3.6, for such Plan Year which are attributable to the first three percent
      of the Compensation of such Member and (B) 50 percent of the Basic
      Contributions, including catch-up contributions made pursuant to Section
      3.6, for such Plan Year which are attributable to amounts in excess of
      three percent, but not in excess of six percent, of the Compensation of
      such Member, and (2) the Matching Contributions for such Member for such
      Plan Year that were made pursuant to the preceding
    sentence.

              


      

      


      3.3 Rollover
Contributions.

       

      With the
approval of the Company and in accordance with procedures established by the
Company, a Member may elect to make a Rollover Contribution to the Plan by
delivering, or causing to be delivered, to the Trustee the assets in cash which
constitute such Rollover Contribution at such time or times and in such manner
as shall be specified by the Company.  All Rollover Contributions
shall be made in cash; provided, however, that in connection with a merger or
acquisition by an Employer, the Company may permit, in its sole discretion, in
accordance with procedures established by the Company, that Rollover
Contributions of outstanding plan loans that are not in default may be made in
kind.  Upon receipt by the Trustee, such assets shall be credited to a
Rollover/Transfer Account established on behalf of such Member and shall be
deposited in the Fund or Funds selected by the Member as indicated on his
investment election filed with the Company by the Member.  Such
election shall specify a combination of investment selections among such Funds,
in increments of integral percentages which, in the aggregate, equal 100
percent.  A Rollover Contribution by a Member pursuant to this Section
3.3 shall not be deemed to be a contribution of such Member for any purpose of
the Plan and shall be fully vested in the Member at all times.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      3.4 Transferred
Contributions.

       

      The
Company may cause the transfer to the Trustee of funds representing the vested
account balances (hereinafter referred to as “Transferred Contributions”) of
Members held by a funding agent of a tax-qualified plan (hereinafter referred to
as a “transferor plan”) in which such Members previously participated; provided,
however, that (i) such transfer shall be made at such time or times and in such
manner as shall be specified by the Company in accordance with procedures
established by the Company; (ii) no such transfer shall be permitted from a
transferor plan on behalf of a Member who was at any time a five percent owner
of the employer maintaining such transferor plan; and (iii) no portion of such
transfer shall be composed of assets attributable to deductible employee
contributions.  The Trustee shall credit the Rollover/Transfer Account
of any Member on whose behalf such funds were transferred and shall deposit such
funds in the Fund or Funds selected by the Member as indicated on his investment
election filed with his Employer by such Member.  Such election shall
specify a combination of investment selections among the Funds, in increments of
integral percentages which, in the aggregate, equal 100 percent.  The
portion of the Rollover/Transfer Account of a Member attributable to Transferred
Contributions shall be fully vested in such Member at all times.

       

      3.5 Company Retirement
Contributions.

       

      Each
Employer shall cause to be paid to the Trustee as its Company Retirement
Contribution hereunder for each month an amount equal to the  sum of
the product of each IAR Member’s Contribution Hours during each Pay Period that
ends within such month multiplied by the applicable Contribution Rate minus the
forfeitures applicable to such Employer pursuant to Section 7.3.

       

      3.6 Catch-Up
Contributions.

       

      All
Eligible Employees who are eligible to make Basic Contributions to the Plan
pursuant to Section 3.1 above for a Plan Year and who will have attained age 50
before the close of such Plan Year shall be eligible to make catch-up
contributions to the Plan for such Plan Year in accordance with, and subject to
the limitations of, Section 414(v) of the Code.  Such catch-up
contributions shall not be taken into account for purposes of the provisions of
the Plan implementing the required limitations of Sections 402(g) and 415 of the
Code, as described, respectively, in Sections 3.1 and 16.3 of the
Plan.  The Plan shall not be treated as failing to satisfy the
provisions of the Plan implementing the requirements of Section 401(k)(3),
401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as applicable, by reason of
the making of such catch-up contributions.  Catch-up contributions
made by a Member pursuant to this Section 3.6 shall be treated as Basic
Contributions for all purposes of the Plan except as otherwise specifically
provided; provided, however, that catch-up contributions shall not be subject to
the maximum percentage deferral limit that applies to Basic Contributions
pursuant to Section 3.1.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      3.7 Profit Sharing
Contributions.

       

      Each
Employer shall cause to be paid to the Trustee as its Profit Sharing
Contribution hereunder for each Plan Year in which the Company meets or exceeds
its financial objectives for such Plan Year, as established and determined in
the sole discretion of the Board of Directors of the Company, an amount which
equals 2% of the Compensation received by each Profit Sharing Member for such
Plan Year; provided, however, that a Profit Sharing Member must be employed by
such Employer as of the last day of such Plan Year as a condition of the
Employer’s obligation to make and the Member’s entitlement to receive such
Profit Sharing Contribution for such Plan Year; and provided, further, however,
that any Profit Sharing Member whose employment with the Employer terminates
during such Plan Year on account of such Member’s Retirement, death or Permanent
and Total Disability shall be entitled to receive a Profit Sharing Contribution
(if any) for such Plan Year, determined as provided above.  Profit
Sharing Contributions shall be made without regard to current or accumulated
profits of the Employer.  Notwithstanding the foregoing, the Plan is
intended to qualify as a profit sharing plan for purposes of sections 401(a),
402, 412, and 417 of the Code.  Notwithstanding anything to the
contrary in this restatement of the Plan, Profit Sharing Contributions, if any,
with respect to the Plan Year beginning January 1, 2007 (“2007 Profit Sharing
Contributions”) shall be made on behalf of “Profit Sharing Members” as
determined in accordance with the provisions of the Plan as in effect on the day
preceding the Effective Date.  Whether 2007 Profit Sharing
Contributions shall be made shall be determined by the Board of Directors in
2008 and any 2007 Profit Sharing Contributions shall be allocated and credited
in accordance with the provisions of the Plan as in effect on the day preceding
the Effective Date.

       

      3.8 Retirement
Contributions.

       

      Each
Employer shall cause to be paid to the Trustee as its Retirement Contributions
hereunder for each payroll period an amount which equals 3% of the Compensation
received by each Retirement Contributions Member for such payroll
period.  Retirement Contributions shall be made without regard to
current or accumulated profits of the Employer.  Notwithstanding the
foregoing, the Plan is intended to qualify as a profit sharing plan for purposes
of sections 401(a), 402, 412, and 417 of the Code.

       

      3.9 Effect of
Plan Termination or Withdrawal.

       

      Notwithstanding
any other provision of the Plan to the contrary, the termination of the Plan or
the withdrawal of an Employer from the Plan shall terminate the liability of the
Employer or such Employer, respectively, to make further Matching Contributions,
Profit Sharing Contributions and Company Retirement Contributions hereunder.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
IV

       

      ADMINISTRATION OF
CONTRIBUTIONS

       

      4.1 Limitations on Basic
Contributions.

       

      The Plan
shall utilize the safe harbor method of satisfying the “actual deferral
percentage” test set forth in Section 401(k)(3) of the Code pursuant to Section
401(k)(12) of the Code and Section 1.401(k)-3 of the Treasury regulations by
making Matching Contributions which satisfy the matching safe harbor
contributions requirements of Section 401(k)(12)(B) of the Code.

       

      4.2 Excess Elective
Deferrals.

       

      If a
Member who had Basic Contributions made on his behalf for a Plan Year files with
the Company, within the time limit prescribed by the Company after the end of
such Plan Year, a written statement, on a form acceptable to the Company, that
he has elective deferrals within the meaning of Section 402(g) of the Code for
the taxable year in excess of the dollar limitation on elective deferrals in
effect for such taxable year, and specifying the amount of such excess the
Member claims as allocable to the Plan, the amount of such excess, adjusted for
income or loss attributable to such excess elective deferral, shall be
distributed to the Member by April 15 of the year following the year of the
excess elective deferral and Matching Contributions thereon shall be
forfeited.  Distributions pursuant to this Section 4.2 shall be made
proportionately from the Separate Accounts to which Basic Contributions were
made for such Plan Year.

       

      4.3 Limitation on Matching
Contributions.

       

      The Plan
shall utilize the safe harbor method of satisfying the “actual contribution
percentage” test set forth in Section 401(m)(2) of the Code pursuant to
Section 401(m)(11) of the Code and Section 1.401(m)-3 of the Treasury
regulations.

       

      4.4 Delivery of
Contributions.

       

      Each
Employer shall cause to be delivered to the Trustee all Basic, Matching, Company
Retirement, Profit Sharing, Retirement, Rollover, and Transferred Contributions
made in accordance with the provisions of Article III as soon as reasonably
practicable; provided, however, that Basic Contributions elected by each Member
shall be deducted from his Compensation for each payroll period and shall be
paid by the Employer to the Trust as of the earliest date on which such
contributions can reasonably be segregated from the Employer’s general assets;
and further provided, however, that in no event shall such date occur later than
the fifteenth (15th) business day of the month following the month in which such
contribution amounts would otherwise have been payable to the Member in cash;
and further provided, however, that Matching Contributions with respect to Basic
Contributions made in accordance with Section 3.2 during a Plan Year quarter
shall be delivered to the Trustee no later than the last day of the Plan Year
quarter following the Plan Year quarter during which such Basic Contributions
were made.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      4.5 Allocation of Matching
Contributions.

       

      The
Matching Contributions of an Employer for any month shall be considered
allocated to the Members’ Matching Accounts for whom such contributions are made
no later than the last day of the Plan Year for which they are made, as
determined pursuant to Section 3.2, except as provided in Section
4.9.

       

      4.6 Allocation of Company
Retirement Contributions.

       

      The
Company Retirement Contributions of an Employer for any month shall be allocated
as of the date such contribution is received by the Trust to the IAR Accounts of
the Members for whom such contribution is made.

       

      4.7 Allocation of Profit Sharing
Contributions.

       

      The
Profit Sharing Contribution of an Employer for any Plan Year shall be allocated
as of the date such contribution is received by the Trust to the Profit Sharing
Accounts of the Profit Sharing Members for whom such contribution is
made.

       

      4.8 Allocation of Retirement
Contributions.

       

      The
Retirement Contribution of an Employer for any payroll period shall be allocated
as of the date such contribution is received by the Trust to the Retirement
Accounts of the Retirement Contributions Members for whom such contribution is
made.

       

      4.9 Crediting of
Contributions.

       

      Subject
to the provisions of Article VII, contributions made to the Plan shall be
credited to the Separate Accounts of a Member in the following
manner:

       

      
        	
                 
      

              	
                (a)

              	
                The
      amount of Basic Contributions made on behalf of a Member shall be credited
      to such Member’s Basic Account as of the date such contribution is
      received by the Trust and shall be invested in the Fund or Funds selected
      by the Member in accordance with the provisions of Section
      5.2.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      amount of Matching Contributions allocated to a Member shall be credited
      to such Member’s Matching Account as of the date such contribution is
      received by the Trust and shall be invested in the Fund or Funds selected
      by the Member in accordance with the provisions of Section
      5.2.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      amount of Company Retirement Contributions allocated to an IAR Member
      shall be credited to such Member’s IAR Account as of the date such
      contribution is received by the Trust and shall be invested in the Fund or
      Funds selected by the Member in accordance with the provisions of Section
      5.2.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (d)

              	
                The
      amount of Profit Sharing Contributions allocated to a Profit Sharing
      Member shall be credited to such Member’s Profit Sharing Account as of the
      date such contribution is received by the Trust and shall be invested in
      the Fund or Funds selected by the Member in accordance with the provisions
      of Section 5.2.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      amount of Retirement Contributions allocated to a Retirement Contributions
      Member shall be credited to such Member’s Retirement Account as of the
      date such contribution is received by the Trust and shall be invested in
      the Fund or Funds selected by the Member in accordance with the provisions
      of Section 5.2.

              


      

       

      4.10 Changes in Reduction and
Deduction Authorizations.

       

      Effective
as of any payroll period, any Member 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.  Notwithstanding the foregoing,
any Member who changes the percentage of his Basic Contributions shall be
limited to the percentage of his Compensation which does not exceed the
applicable limitations set forth in Section 3.1, and, if applicable, Section
3.6.  If the Company determines that a reduction of Compensation
deferral elections made pursuant to Sections 2.3, 3.1, and this Section 4.10 is
necessary to insure that the restrictions set forth in Sections 3.1 or 16.3 are
met for any Plan Year, the Company may reduce the elections of affected Members
on a temporary and prospective basis in such manner as the Company shall
determine.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
V

       

      DEPOSIT AND INVESTMENT OF
CONTRIBUTIONS

       

      5.1 Deposit of
Contributions.

       

      Any Basic
Contributions of a Member which are credited to a Member’s Basic Account, any
Matching Contributions which are credited to a Member’s Matching Account, any
Company Retirement Contributions which are credited to an IAR Member’s IAR
Account, any Profit Sharing Contributions which are credited to a Profit Sharing
Member’s Profit Sharing Account, and any Retirement Contributions which are
credited to a Retirement Contributions Member’s Retirement Account shall be
deposited by the Trustee in such Fund or Funds selected by such Member in
accordance with the provisions of Section 5.2.  The Trustee shall have
no duty to collect or enforce payment of contributions or inquire into the
amount or method used in determining the amount of contributions, and shall be
accountable only for contributions received by it.

       

      5.2 Investment of
Accounts.

       

      
        	
                 
      

              	
                (a)

              	
                Each
      Member shall designate, in accordance with the procedures established by
      the Company, the manner in the amounts allocated to his Separate Accounts
      shall be invested from among the Funds made available from time to time by
      the Company pursuant to Section 6.2.  A Member may designate one
      of such Funds for all of the contributions to his Separate Accounts, or he
      may split the investment of the amounts allocated to such Accounts among
      such Funds in such increments as the Company may prescribe.  If
      permitted under and in accordance with the procedures established by the
      Company from time to time, a Member may make designate that certain of his
      Separate Accounts be invested in different Funds than he has designated
      for the investment of his other Separate Accounts.  If a Member
      fails to make a designation of 100% of the contributions to his Separate
      Accounts, such nondesignated contributions shall be invested in the Fund
      or Funds designated by the Company from time to time in a uniform and
      nondiscriminatory manner.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      Member may change his investment designation for future contributions to
      be allocated to his Separate Accounts.  Any such change shall be
      made in accordance with the procedures established by the Company, and the
      frequency of such changes may be limited by the
  Company.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                A
      Member or Inactive Member may convert his investment designation with
      respect to amounts already allocated to any of his Separate Accounts that
      are invested in one of the Funds; provided, however, that such conversion
      may be made only to one or more of those Funds made available by the
      Company pursuant to Section 6.2.  Any such conversion shall be
      made in accordance with the procedures established by the Company, and the
      frequency of such conversions may be limited by the
    Company.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      5.3 Elimination of
Funds.

       

      Notwithstanding
any provision in this Article V to the contrary, in the event any one or more of
the Funds is eliminated as an investment fund by the Company, each Member and
Inactive Member who has an investment election in effect which designates such
investment fund for the investment of amounts allocated to such individual’s
Separate Accounts, shall designate a continuing Fund or Funds made available by
the Company pursuant to Section 6.2 for the investment of such amounts;
provided, however, that in the event such individual fails to make such a
designation, such contributions or amounts shall be invested in a the Fund or
Funds designated by the Company in a uniform and nondiscriminatory
manner.

       

      ARTICLE
VI

       

      ESTABLISHMENT OF FUNDS AND
MEMBERS’ ACCOUNTS

       

      6.1 Investment
Responsibility.

       

      The Plan
is intended to constitute a plan described in Section 404(c) of ERISA and DOL
Regs. Section 2550.404c-1 and insofar as the Plan complies with said Section
404(c), Plan fiduciaries shall be relieved of liability for any losses which are
the direct result of investment instructions given by Members, Inactive Members,
and Beneficiaries.

       

      6.2 Establishment and
Maintenance of Funds.

       

      The
Company shall cause at least three Funds, other than the Company Stock Fund, to
be established and maintained at all times.  Each such Fund shall be
diversified and shall have different risk and return characteristics from the
other Funds.  Any Fund which invests primarily in investments with
restrictions regarding Funds to which investment transfers may be made or to
which a minimum investment period is applicable shall not be considered as one
of such requisite three Funds.

       

      6.3 Company Stock
Fund.

       

      Except as
specifically provided otherwise in the Plan or the Trust Agreement, the assets
of the Company Stock Fund shall be invested by the Trustee solely in Company
Stock; provided, however, that the Company Stock Fund may hold an amount of cash
to the extent required in lieu of holding fractional shares of Company
Stock.  The Trustee shall receive Company Stock from the Company or
purchase Company Stock in the market; provided, however, that any such purchase
shall be made only in exchange for fair market value as determined by the
Trustee.

       

      6.4 Income on Trust
Funds.

       

      Unless
specifically provided otherwise in the Plan or the Trust Agreement, any
dividends, interest, distributions, or other income received by the Trustee in
respect of a Fund shall be reinvested by the Trustee in the Fund with respect to
which such income was received by it.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      6.5 Separate
Accounts.

       

      Each
Member shall have established in his name Separate Accounts which shall be
dependent upon the manner in which the assets of his Basic, Supplemental,
Matching, IAR, Profit Sharing, Retirement and Rollover/Transfer Accounts are
invested.

       

      6.6 Voting of Company Stock in
the Company Stock Fund.

       

      Each
Member or Beneficiary who has shares of Company Stock allocated to his Separate
Accounts shall be a named fiduciary with respect to the voting of Company Stock
held thereunder and shall have the following powers and
responsibilities:

       

      
        	
                 
      

              	
                (a)

              	
                Prior
      to each annual or special meeting of the shareholders of the Company, the
      Company shall cause to be sent to each Member and Beneficiary who has
      Company Stock allocated to his Separate Accounts and invested in the
      Company Stock Fund under the Plan a copy of the proxy solicitation
      material therefor, together with a form requesting confidential voting
      instructions, with respect to the voting of such Company Stock as well as
      the voting of Company Stock for which the Trustee does not receive
      instructions.  Each such Member and/or Beneficiary shall
      instruct the Trustee to vote the number of such uninstructed shares of
      Company Stock equal to the proportion that the number of shares of Company
      Stock allocated to his Separate Accounts and invested in the Company Stock
      Fund bears to the total number of shares of Company Stock in the Plan for
      which instructions are received.  Upon receipt of such a
      Member’s or Beneficiary’s instructions, the Trustee shall then vote in
      person, or by proxy, such shares of Company Stock as so
      instructed.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Company shall cause the Trustee to furnish to each Member and Beneficiary
      who has Company Stock allocated to his Separate Accounts and invested in
      the Company Stock Fund under the Plan notice of any tender or exchange
      offer for, or a request or invitation for tenders or
      exchanges  of, Company Stock made to the Trustee.  The
      Trustee shall request from each such Member and Beneficiary instructions
      as to the tendering or exchanging of Company Stock allocated to his
      Separate Accounts and invested in the Company Stock Fund and the tendering
      or exchanging of Company Stock for which the Trustee does not receive
      instructions.  Each such Member shall instruct the Trustee with
      respect to the tendering or exchanging of Company Stock for which the
      Trustee does not receive instructions.  Each such Member shall
      instruct the Trustee with respect to the tendering or exchanging of the
      number of such uninstructed shares of Company Stock equal to the
      proportion that the number of the shares of Company Stock allocated to his
      Separate Accounts and invested in the Company Stock Fund bears to the
      total number of shares of Company Stock in the Plan for which instructions
      are received.  The Trustee shall provide Members and
      Beneficiaries with a reasonable period of time in which they may consider
      any such tender or exchange offer for, or request or invitation for
      tenders or exchanges of, Company Stock made to the
      Trustee.  Within the time specified by the Trustee, the Trustee
      shall tender or exchange such Company Stock as to which the Trustee has
      received instructions to tender or exchange from Members and
      Beneficiaries.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Instructions
      received from Members and Beneficiaries by the Trustee regarding the
      voting, tendering, or exchanging of Company Stock shall be held in
      strictest confidence and shall not be divulged to any other person,
      including officers or employees of the Company, except as otherwise
      required by law, regulation or lawful
process.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
VII

       

      VESTING

       

      7.1 Vesting in Basic,
Supplemental, Matching, and Rollover/Transfer Accounts.

       

      A Member
shall be 100 percent vested in the balance of his Basic, Supplemental, Matching,
and Rollover/Transfer Accounts.

       

      7.2 Vesting in Company
Retirement and Profit Sharing and Retirement Contributions.

       

      Effective
as of January 1, 2007 and except as specified in an otherwise applicable
Addendum with respect to an IAR Member’s vested interest in the balance of his
IAR Account, each Member who is credited with an Hour of Service on or after
such date shall be vested in the balance of his IAR Account, Profit Sharing
Account and/or Retirement Account, as applicable, in accordance with the
following schedule:

       

                Years of Vesting
Service                                                                Vested
Percentage

            

                 Less than
3                                                                           0%   

                  3
or
more                                                                           
100%

      
 

      Effective
except as specified in an otherwise applicable Addendum with respect to an IAR
Member’s vested interest in the balance of his IAR Account, a Member other than
a Member who was credited with an Hour of Service on or after January 1,
2007 shall be vested in the balance of his IAR Account and/or Profit Sharing
Account in accordance with the following schedule:

       

      Years of Vesting
Service                                                                Vested
Percentage

       

      Less than
5                                                                                      0%

      5 or
more                                                                                    
 100%

      


      Notwithstanding
the foregoing, except as specified otherwise in an applicable Addendum, any IAR
Member who was credited with three or more Years of Vesting Service as of May 1,
2003 (or, in the case of any Brookshire Union Employee who is an IAR Member, any
such employee who was credited with three or more Years of Vesting Service as of
December 31, 2004) but who was not credited with an Hour of Service on or after
January 1, 2007 shall be vested in the balance of his IAR Account in
accordance with the following vesting schedule:

       

      Years of Vesting
Service                                                                Vested
Percentage

       

      3 years
but less than 4
years                                                                       33%

      4 years
but less than 5
years                                                                        67%

      5 years
or
more                                                                                            
100%

      


      Notwithstanding
the foregoing, upon the occurrence of one of the events hereinafter listed while
a Member is an Employee, such Member shall be 100% vested in the balance of his
IAR Account, Profit Sharing Account and/or Retirement Account, as
applicable:

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (i)           attainment
of Retirement Age;

       

      (ii)           death;
or

       

      (iii)           Permanent
and Total Disability.

       

      7.3 Forfeitures.

       

      At the
time a Member or Inactive Member terminates employment with the Company and its
Controlled Entities prior to attaining Retirement Age for any reason other than
Permanent and Total Disability or death, only his vested interest in his IAR
Account, Profit Sharing Account and/or Retirement Account (as applicable) shall
be distributable pursuant to the provisions of Sections 10.2, 10.3, and 10.4 and
his unvested interest shall be governed by the following
provisions.

       

      
        	
                 
      

              	
                (a)

              	
                The
      unvested portion of such a Member’s IAR Account, Profit Sharing Account
      and/or Retirement Account (as applicable) shall be forfeited at the
      earliest of the following:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      date on which the Member’s entire vested interest in his IAR Account,
      Profit Sharing Account and/or Retirement Account (as applicable) is
      distributed in a single sum or is considered distributed under
      paragraph (c) below; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                with
      respect to the unvested portion of the Member’s IAR Account, the end of
      the fifth consecutive Break in Service, or, with respect to the unvested
      portion of the Member’s Profit Sharing Account and/or Retirement Account
      (as applicable), the date such Member completes a Period of Severance of
      five consecutive years; or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      date of the Member’s death.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Forfeitures
      from IAR Accounts shall be applied against the Employer’s next
      contribution obligation with respect to Company Retirement Contributions
      under the Plan.  Forfeitures from Profit Sharing Accounts shall
      be applied against the Employer’s next contribution obligation (if any)
      with respect to Profit Sharing Contributions or, if none, against the
      Employer’s next contribution obligation with respect to Retirement
      Contributions under the Plan.  Forfeitures from Retirement
      Accounts shall be applied against the Employer’s next contribution
      obligation with respect to Retirement Contributions under the
      Plan.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                A
      zero vested balance of a Member or Inactive Member shall be treated as
      though it were distributed immediately when employment
      terminates.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (d)

              	
                If
      a Member or Inactive Member is reemployed prior to five consecutive Breaks
      in Service but after a forfeiture under paragraph (a) above because of an
      imputed or full distribution, the forfeited amount(s), unadjusted for
      interim gains or losses, shall be subject to restoration under paragraphs
      (f) and (g).  No restoration shall occur, if reemployment occurs
      after five consecutive Breaks in Service (in the case of amounts forfeited
      from such Member’s IAR Account) or if reemployment occurs after the Member
      completes a Period of Severance of five consecutive years (in the case of
      amounts forfeited from such Member’s Profit Sharing Account and/or
      Retirement Account, as applicable).  Further, no restoration
      shall occur if repayment does not occur under paragraph
    (g).

              


      

       

      
        	
                 
      

              	
                (e)

              	
                If
      a Member or Inactive Member who is not 100% vested in his IAR Account
      receives a distribution of the vested portion of his IAR Account prior to
      incurring five consecutive Breaks in Service with the exception of
      distributions under paragraph (a)(i), (a)(iii), or (c) above, the vested
      portion of his IAR Account at any time prior to five consecutive Breaks in
      Service shall not be less than an amount (X) determined in the following
      manner:  X = P(AB + D) - D.  For purposes hereof, P is
      the vested percentage applicable to such Account at the relevant time; AB
      is the balance of such Account at the relevant time; and D is the amount
      of distributions from such Account.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Amount(s)
      subject to restoration under paragraph (d) shall be credited to the
      Member’s IAR Account, Profit Sharing Account and/or Retirement Account (as
      applicable) upon reemployment and shall be made from the assets of a
      special contribution of the Company which shall not constitute an “annual
      addition” within the meaning of Section 415 of the
  Code.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                A
      reemployed Member who is rehired under the conditions set forth in
      paragraph (d) may repay the full amount previously distributed from his
      partially vested IAR Account, Profit Sharing Account and/or Retirement
      Account (as applicable) as follows:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Repayment
      shall be made in a single sum.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Repayment
      may only be made while the Member remains employed and may not be made
      later than five years after
reemployment.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                Repayment
      cannot be made in whole or in part by rollover from another plan or
      individual retirement account.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      7.4 Election of Former Vesting
Schedule.

       

      In the
event the Company adopts an amendment to the Plan that directly or indirectly
affects the computation of a Member’s nonforfeitable interest in his Matching
Account, IAR Account, Profit Sharing Account and/or Retirement Account (as
applicable), any Member who is credited with three or more years of Vesting
Service shall have a right to have his nonforfeitable interest in such account
as of the effective date of the amendment continue to be determined under the
vesting schedule in effect prior to such amendment rather than under the new
vesting schedule, unless the nonforfeitable interest of such Member in such
account under the Plan, as amended, at any time is not less than such account
interest determined without regard to such amendment.  A Member shall
exercise such right by giving written notice of his exercise thereof to the
Company within 60 days after the latest of (i) the date he received notice of
such amendment from the Company, (ii) the effective date of the amendment, or
(iii) the date the amendment is adopted.  Notwithstanding the
foregoing provisions of this Section 7.4, the vested interest of each Member on
the effective date of such amendment shall not be less than his vested interest
under the Plan through the later of the effective date or the date the Plan
amendment is adopted.

       

      7.5 Vesting
Service.

       

      Vesting
Service shall be credited to a Member in accordance with the following
provisions:

       

      
        	
                 
      

              	
                (a)

              	
                Vesting Service Prior
      to the Effective Date.  For the period preceding the
      Effective Date, an individual shall be credited with Vesting Service in an
      amount equal to all service credited to him for vesting purposes under the
      Plan as it existed on the day prior to the Effective
  Date.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Vesting Service on and
      after the Effective Date.  Subject to the provisions of
      Sections 7.7 and 7.8, for each Plan Year beginning on or after the
      Effective Date, for purposes of determining an IAR Member’s Vested
      Interest in his IAR Account, an IAR Member shall be credited with a year
      of Vesting Service for each Plan Year on and after such date for which he
      is credited with at least 1,000 Hours of Service; provided, however, that
      if he is credited with less than 1,000 Hours of Service for any such Plan
      Year, he shall not be credited with a partial year of Vesting Service or
      such Plan Year.  Subject to the provisions of Sections 7.7 and
      7.8, for each Plan Year beginning on or after the Effective Date, for
      purposes of determining a Profit Sharing Member’s vested interest in his
      Profit Sharing Account and a Retirement Contributions Member’s vested
      interest in his Retirement Account, each such Member shall be credited
      with Vesting Service in an amount equal to his aggregate Periods of
      Service whether or not such Periods of Service are completed consecutively
      and regardless of when completed.  Notwithstanding anything to
      the contrary in the preceding sentence, (1) if a Member terminates his
      Service (at a time other than during a leave of absence) and subsequently
      resumes his Service, if his Reemployment Date is within twelve months of
      his Severance Date, such Period of Severance shall be treated as a Period
      of Service for purposes of this Section, and (2) if a Member terminates
      his Service during a leave of absence and subsequently resumes his
      Service, if his Reemployment Date is within twelve months of the beginning
      of such leave of absence, such Period of Severance shall be treated as a
      Period of Service for purposes of the preceding
  sentence.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (c)

              	
                Vesting Service With
      Petreco Affiliates.  For the period preceding March 20,
      2004, each Eligible Employee who was employed by Petreco International,
      Inc. 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 Petreco International, Inc. 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.

              


      

       

      7.6 Transfers.

       

      Notwithstanding
the provisions of Section 7.1, years of Vesting Service credited to a person
shall be subject to the following:

       

      
        	
                 
      

              	
                (a)

              	
                Any
      person who transfers or re-transfers to employment with an Employer as an
      Eligible Employee directly from other employment (i) with the Employer in
      a capacity other than as an Employee or (ii) with a Controlled Entity,
      shall be credited with years of Vesting Service, for such other employment
      as if such other employment were employment with an Employer as an
      Eligible Employee for the entire period of
  employment.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any
      person who transfers from employment with an Employer as an Eligible
      Employee directly to other employment (i) with an Employer in a capacity
      other than as an Eligible Employee or (ii) with a Controlled Entity, shall
      be deemed by such transfer not to lose his credited years of Vesting
      Service, and shall be deemed not to retire or otherwise terminate his
      employment until such time as he is no longer in the employment of a
      Controlled Entity, at which time he shall become entitled to benefits, if
      he is otherwise eligible therefor under the provisions of the Plan;
      provided, however, that up to such time he shall receive credit for years
      of Vesting Service for such other employment as if such other employment
      were employment with the Employer as an Eligible
  Employee.

              


      

       

      7.7 Loss and Reinstatement of
Years of Vesting Service.

       

      Except as
otherwise specifically provided in this Section 7.7, an IAR Member’s years of
Vesting Service to be taken into account in determining his vested interest in
his IAR Account shall be lost if he retires or if his employment with an
Employer and its Controlled Entities terminates for any other reason and, if he
thereafter returns to employment as an Eligible Employee, he shall be treated
for Plan purposes as a new Eligible Employee.  Notwithstanding the
foregoing provisions, a retired or former IAR Member who returns to employment
with an Employer or a Controlled Entity shall be reinstated with the years of
Vesting Service with which he was credited at the time of his prior retirement
or other termination of employment if:

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (a)

              	
                he
      was eligible for a benefit from his IAR Account or he had an amount
      greater than zero credited to his Basic Account, his Matching Account, or
      his Supplemental Account at the time of his previous retirement or other
      termination of employment, or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                he
      terminated his employment before satisfying the conditions of eligibility
      for a benefit from his IAR Account and with no amount then credited to his
      Basic Account, his Matching Account, or his Supplemental Account and the
      number of his consecutive one-year Breaks in Service is less than five or
      the aggregate number of his years of Vesting Service at the time of such
      prior termination of employment was greater than the number of his
      consecutive one-year Breaks in Service (the aggregate number of years of
      Vesting Service not to include any years of Vesting Service not required
      to be taken into account due to previous Breaks in Service); provided,
      however, that if he should return to employment with an Employer or a
      Controlled Entity in a capacity other than as an Eligible Employee, his
      period of employment shall be treated for purposes of the Plan in
      accordance with the provisions of Section
  7.6(b).

              


      

       

      Except as
otherwise specifically provided in this Section 7.7, a Profit Sharing Member’s
and Retirement Contributions Member’s years of Vesting Service to be taken into
account in determining his vested interest in his Profit Sharing Account and/or
Retirement Account shall be lost if he retires or if his employment with an
Employer and its Controlled Entities terminates for any other reason and, if he
thereafter returns to employment as an Eligible Employee, he shall be treated
for Plan purposes as a new Eligible Employee.  Notwithstanding the
foregoing provisions, a retired or former Profit Sharing Member or Retirement
Contributions Member who returns to employment with an Employer or a Controlled
Entity shall be reinstated with the years of Vesting Service with which he was
credited at the time of his prior retirement or other termination of employment
if:

       

      
        	
                 
      

              	
                (a)

              	
                he
      was eligible for a benefit from his Profit Sharing Account or Retirement
      Account, as applicable, or he had an amount greater than zero credited to
      his Basic Account, his Matching Account, or his Supplemental Accounts at
      the time of his previous retirement or other termination of employment,
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                he
      terminated his employment before satisfying the conditions of eligibility
      for a benefit from his Profit Sharing Account or Retirement Account, as
      applicable, and with no amount then credited to his Basic Account, his
      Matching Account, or his Supplemental Account and he is reemployed by an
      Employer or a Controlled Entity before he incurs a Period of Severance
      that equals or exceeds the greater of five years or his aggregate Period
      of Service completed before such Period of
  Severance.

              


      

       

      Years of
Vesting Service which are reinstated under this Section 7.7 shall be reinstated
in accordance with and subject to all applicable provisions of the Plan with
respect to reemployment.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      7.8 Prior Plan Vesting
Rights.

       

      A Member
or an Inactive Member whose Separate Account includes amounts that were
transferred to the Plan in connection with a plan merger or plan-to-plan
transfer shall have the additional vesting rights, if any, as specified in an
Addendum.

       

      7.9 Finality of
Determinations.

       

      Notwithstanding
anything to the contrary contained in this Article VII, there shall be no
duplication of years of Vesting Service credited to an Employee for any one
period of his employment with an Employer or a Controlled Entity.  All
determinations with respect to the crediting of years of Vesting Service under
the Plan shall be made on the basis of the records of the Employers, and all
determinations so made shall be final and conclusive upon Eligible Employees,
former Eligible Employees, and all other persons claiming a benefit interest
under the Plan.  In addition, the Company shall have the exclusive
responsibility with respect to determining the amount of Basic, Matching,
Company Retirement, Retirement and Profit Sharing Contributions, and any
adjustment thereto to comply with the terms of the Plan or the
Code.  A determination so made shall be final and conclusive upon the
Employer, all Members, and Beneficiaries.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
VIII

       

      WITHDRAWALS WHILE
EMPLOYED

       

      8.1 Withdrawals Prior to Age
591⁄2.

       

      Subject
to the provisions in this Section 8.1, a Member or an Inactive Member who is
receiving compensation from a Controlled Entity and who has not attained age
591⁄2, may:

       

      
        	
                 
      

              	
                (a)

              	
                file
      a written request with the Company in the form and within the time period
      prescribed by the Company for a withdrawal of an amount credited to his
      Separate Accounts attributable to Basic, Rollover, Supplemental and
      Transferred Contributions.  Such withdrawal shall be permitted
      only if (i) the reason for the withdrawal is to enable the Member to meet
      an immediate and heavy financial need which meets the requirements of
      Section 401(k) of the Code and regulations thereunder and which cannot be
      reasonably relieved from other sources, including but not limited to
      sources outside the Plan and all other accounts and available nontaxable
      loans under the Plan; provided, however, that a Member shall not be
      required to take actions that would have the effect of increasing the
      amount of the need or to take commercial loans that are not available on
      reasonable commercial terms, and (ii) would not exceed the lesser of the
      balance of such Separate Accounts or the amount required to meet the need
      for which the withdrawal is requested.  The amount required to
      meet the immediate and heavy financial need may include any amounts
      necessary to pay any federal, state, or local income taxes or penalties
      reasonably anticipated to result from the distribution.  If the
      Company approves such request, such withdrawal shall be made from a
      Member’s Separate Accounts in accordance with procedures established by
      the Company.  A withdrawal shall be deemed to be made on account
      of an immediate and heavy financial need of a Member if the withdrawal is
      for:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Expenses
      for medical care described in Section 213(d) of the Code previously
      incurred by the Member, the Member’s spouse, or any dependents of the
      Member (as defined in Section 152 of the Code and, for taxable years
      beginning on or after January 1, 2005, determined without regard to
      Section 152(b)(1), (b)(2), or (d)(1)(B) of the Code) or necessary for
      those persons to obtain medical care described in Section 213(d) of the
      Code and not reimbursed or reimbursable by insurance, determined without
      regard to whether such expenses exceed 7.5% of adjusted gross
      income;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Costs
      directly related to the purchase of a principal residence of the Member
      (excluding mortgage payments);

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (3)

              	
                Payment
      of tuition and related educational fees, and room and board expenses, for
      the next twelve months of post-secondary education for the Member or the
      Member’s spouse, children, or dependents (as defined in Section 152 of the
      Code and, for taxable years beginning on or after January 1, 2005,
      determined without regard to Section 152(b)(1), (b)(2), or (d)(1)(B) of
      the Code);

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Payments
      necessary to prevent the eviction of the Member from his principal
      residence or foreclosure on the mortgage of the Member’s principal
      residence; or

              


      

       

      
        	
                 
      

              	
                (5)

              	
                Payments
      for burial or funeral expenses for the Member’s deceased parent, spouse,
      children or dependents (as defined in Section 152 of the Code and, for
      taxable years beginning on or after January 1, 2005, without regard to
      Section 152(d)(1)(B) of the Code);

              


      

       

      
        	
                 
      

              	
                (6)

              	
                Expenses
      for the repair of damage to the Member’s principal residence that would
      qualify for the casualty deduction under Section 165 of the Code
      (determined without regard to whether the loss exceed 10% of the Member’s
      adjusted gross income); or

              


      

       

      
        	
                 
      

              	
                (7)

              	
                Such
      other financial needs that the Commissioner of Internal Revenue may deem
      to be immediate and heavy financial needs through the publication of
      revenue rulings, notices, and other documents of general
      applicability.

              


      

       

      The above
notwithstanding, withdrawals under this Paragraph from a Member’s Basic Account
shall be limited to the sum of the Member’s Basic Contributions to the Plan,
plus income allocable thereto and credited to the Member’s Basic Account as of
the Valuation Date coincident with or next preceding December 31, 1988, less any
previous withdrawals of such amounts.

       

      
        	
                 
      

              	
                (b)

              	
                file
      a written request with the Company in the form and within the time period
      prescribed by the Company for a withdrawal of an amount credited to his
      Supplemental Account.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      8.2 Withdrawals After Age
591⁄2.

       

      Subject
to the provisions of this Section 8.2, a Member or an Inactive Member who is
receiving compensation from a Controlled Entity and who has
attained  at least age 591⁄2, may file a written request with his
Employer in the form and within the time period prescribed by the Company for a
withdrawal of an amount credited to his Separate Accounts; provided, however,
that such a Member may request a withdrawal of amounts credited to his Separate
Accounts only to the extent of his vested interest in such amounts, as
determined in accordance with Section 7.2.  A withdrawal made pursuant
to this Section 8.2 shall be made from a Member’s or Inactive Member’s Separate
Accounts as elected by such Member or Inactive Member.

       

      8.3 Form of
Withdrawals.

       

      All
withdrawals made from Separate Accounts invested in the Funds, other than the
Company Stock Fund, shall be in the form of cash.  All withdrawals
made from Separate Accounts invested in the Company Stock Fund shall be in the
form of Company Stock or  cash, as elected by the Member; provided,
however, that the value of any fractional shares of Company Stock shall be
distributed in the form of cash.  Any withdrawal hereunder which
constitutes an Eligible Rollover Distribution shall be subject to the direct
rollover election described in Section 10.9.

       

      8.4 Withdrawals of Prior Plan
Amounts.

       

      In
addition to all other withdrawal rights available pursuant to this Article VIII,
a Member or an Inactive Member whose Separate Account includes amounts that were
transferred to the Plan in connection with a plan merger or plan-to-plan
transfer and who is receiving compensation from a Controlled Entity and shall
have the additional withdrawal rights, if any, as specified in an
Addendum.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
IX

       

      LOANS

       

      9.1 Eligibility for
Loan.

       

      Upon
application by (1) any Member who (a) is on the United States payroll of the
Employer and (b) is receiving compensation other than severance pay from a
Controlled Entity, or (2) any Member (x) who is a party-in-interest,
as that term is defined in section 3(14) of ERISA, as to the Plan, (y) who
is no longer employed by the Employer, who is a beneficiary of a deceased
Member, or who is an alternate payee under a qualified domestic relations order,
as that term is defined in section 414(p)(8) of the Code, and (z) who
retains a balance in his Separate Account under the Plan (an individual who is
eligible to apply for a loan under this Article being hereinafter referred to as
a “Member”), the Company may in its discretion direct the Trustee to make a loan
or loans to such Member provided that such Member has not had an outstanding
loan from the Plan for at least one month and provided further that a loan from
the Plan to such Member is not prohibited by applicable law.  Such
loans shall be made pursuant to the provisions of the Company’s written loan
procedure, which procedure is hereby incorporated by reference as a part of the
Plan.

       

      9.2 Maximum
Loan.

       

      
        	
                 
      

              	
                (a)

              	
                A
      loan to a Member may not exceed 50% of the nonforfeitable balance of such
      Member’s Separate Accounts (excluding his IAR Account, Profit Sharing
      Account and/or Retirement Account).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Paragraph
      (a) above to the contrary notwithstanding, the amount of a loan made to a
      Member under this Article shall not exceed an amount equal to the
      difference between:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      lesser of $50,000 (reduced by the excess, if any, of (A) the highest
      outstanding balance of loans from the Plan during the one-year period
      ending on the day before the date on which the loan is made over (B) the
      outstanding balance of loans from the Plan on the date on which the loan
      is made) or one-half of the present value of the Member’s total
      nonforfeitable accrued benefit under all qualified plans of the Employer
      or a Controlled Entity; minus

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      total outstanding loan balance of the Member under all other loans from
      all qualified plans of the Employer or a Controlled
  Entity.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                A
      Member may not pledge his IAR Account as security for a loan pursuant to
      this Article.

              


      

       

      
        	
                 
      

              	
                Operation
      of Article.

              


      

       

      The
provisions of this Article shall be applicable to loans granted on or renewed on
or after the Effective Date.  Loans granted or renewed on or prior to
such date shall be governed by the provisions of the Plan as in effect prior to
such date.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
X

       

      DISTRIBUTION ON RETIREMENT
OR OTHER TERMINATION OF EMPLOYMENT

       

      10.1 Eligibility for
Distribution.

       

      Upon
termination of employment with the Controlled Entities, each Member and Inactive
Member shall be entitled to receive the entire interest of his Basic,
Supplemental, Matching, and Rollover/Transfer Accounts and the vested interest
of his IAR Account, Profit Sharing Account, and/or Retirement Account, if any,
in accordance with his provisions of Sections 10.2 and
10.3.  Notwithstanding the provisions of the Plan regarding
availability of distributions from the Plan upon “termination of employment,” a
Member’s vested interest in his Separate Accounts shall be distributed on
account of the Member’s “severance from employment” as such term is used in
Section 401(k)(2)(B)(i)(I) of the Code.  If a Member’s employment
status changes from that of a common law employee of the Employer to a Leased
Employee, such Participant shall not be deemed to have a “severance from
employment” and, therefore, will not be eligible for a distribution under the
Plan as a result of such employment status change.

       

      10.2 Distribution of Separate
Accounts.

       

      Subject
to the provisions of Section 10.3, the Company shall direct the Trustee to make
distribution to a Member or Inactive Member, who becomes eligible to receive the
vested interest of his Separate Accounts pursuant to the provisions of Section
10.1 in the manner hereinafter set forth.

       

      
        	
                 
      

              	
                (a.1)

              	
                Distributions of
      $1,000 or Less.  If the value of the vested interest of a
      Member or Inactive Member in his Separate Accounts is $1,000 or less (or
      $5,000 or less in the case of a distribution after a Member’s death),
      distribution thereof shall be made to such a Member (or his Beneficiary,
      as applicable) as soon as practicable in a single sum
    payment.

              


      

      


      
        	
                 
      

              	
                (a.2)

              	
                Distributions of More
      than $1,000 But Not More Than $5,000.  If the value of
      the vested interest of a Member or Inactive Member in his Separate
      Accounts is more than $1,000 but not more than $5,000, such Member may
      elect to receive distribution of such Accounts as soon as practicable in a
      single sum payment at any time prior to attainment of age 701⁄2; provided,
      however, distribution after a Member’s death may be made without consent
      pursuant to Section 10.2(a.1) if the value of the vested interest in his
      Account(s) is $5,000 or less.  Such election may be made without
      the consent of such Member’s spouse, if any.  In the event of a
      distribution pursuant to this Section 10.2(a.2), if the Member does not
      elect to have such distribution paid directly to an Eligible Retirement
      Plan specified by the Participant in a direct rollover in accordance with
      Section 10.9 or to receive the distribution directly in accordance
      with this Section 10.2(a.2), then the Plan Administrator will direct
      the Trustee to pay the distribution in a direct rollover to an individual
      retirement plan designated by the Plan
  Administrator.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (b)

              	
                Distributions of Over
      $5,000.  If the value of the vested interest of a Member
      or Inactive Member in his Separate Accounts is in excess of $5,000 such
      Member may elect to receive distribution of his Separate Accounts in a
      single sum payment at any time prior to attainment of age
      701⁄2.  Notwithstanding the foregoing, no such distribution may be
      made to a Member or Inactive Member prior to Retirement Age, unless such
      Member and, in the case of an IAR Member (or Member who was at any time an
      IAR Member), his spouse consent in writing to such
      distribution.  In the event that the vested interest of an IAR
      Member in his IAR Account is in excess of $5,000, such IAR Member may
      elect to receive distribution of his IAR Account in a single sum payment
      at any time prior to attainment of age 701⁄2; provided, however, that such
      IAR Member waives distribution of the standard form of benefit set forth
      below in paragraphs (1) and (2) of this Section 10.2(b) and if such Member
      is married, his spouse consents in writing to such election and waiver and
      such consent acknowledges the effect of such action and is witnessed by a
      notary public or a Plan representative, unless a Plan representative finds
      that such consent cannot be obtained because the spouse cannot be located
      or because of other circumstances set forth in Section 401(a)(11) of the
      Code and regulations issued thereunder.  If the Separate
      Accounts of such a Member are not distributed pursuant to the foregoing
      provisions, such Separate Accounts shall be distributed with his IAR
      Account in the following manner:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Married IAR
      Members.  The standard form of benefit payment of an IAR
      Account for any IAR Member who is married on the date his Plan interest is
      to be distributable to him under the provisions of Section 10.1 and the
      foregoing provisions of Section 10.2(b) shall be a 50 percent joint and
      survivor annuity.  Such joint and survivor annuity shall be a
      commercial annuity which is payable for the life of the IAR Member with a
      survivor annuity for the life of the IAR Member’s surviving spouse equal
      to 50 percent of the amount of the annuity payable during the joint lives
      of the IAR Member and such IAR Member’s surviving spouse.  The
      standard joint and survivor annuity shall be paid automatically as
      provided hereunder unless the IAR Member elects to receive his benefit
      payments in another form during the election period described in
      Section 10.2(b)(4)(iii); provided, however, that if distribution is
      to be made prior to Retirement Age, it shall be made only with the consent
      of the IAR Member and his spouse, if any; provided further that the IAR
      Member’s spouse consents in writing to such election and the time of
      benefit commencement thereof pursuant to the provisions of
      Section 10.2(b)(5).  Any such election may be revoked and
      subsequent elections may be made, or revoked, at any time during such
      election period.  If the IAR Member has elected not to receive
      the standard joint and survivor annuity as provided herein, such IAR
      Member’s benefit shall be paid in one of the benefit payment forms under
      Section 10.2(b)(3), as selected by such IAR
  Member.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (2)

              	
                Unmarried IAR
      Members.  The standard form of benefit payment of an IAR
      Account for any IAR Member who is not married on the date his Plan
      interest is to be distributable to him under the provisions of Section
      10.1 and the foregoing provisions of Section 10.2(b), shall be a single
      life annuity under Section 10.2(b)(3)(i), unless such IAR Member selects
      another benefit payment form provided in Section 10.2(b)(3); provided,
      however, that if distribution is to be made prior to Retirement Age, it
      shall be made only with the consent of the IAR
  Member.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                Optional
      Forms.  Subject to the provisions of paragraphs (a) and
      (b) of this Section 10.2(b), an IAR Member may elect to receive his
      Separate Account in one of the following
forms:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                A
      commercial annuity in the form of a single life annuity for the life of
      such IAR Member;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                A
      commercial annuity in the form of a single life cash refund
      annuity;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                A
      commercial annuity for a term certain of ten years and continuous for the
      life of the IAR Member if he survives such term
  certain;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                A
      commercial annuity payable for the life of such Member with a survivor
      annuity for the life of his Beneficiary which shall be equal to 50
      percent, 75 percent, or 100 percent of the annuity payable during the
      joint lives of the IAR Member and such IAR Member’s
      Beneficiary;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                A
      lump sum payment regardless of age;
or

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                A
      single life annuity commencing prior to the earliest age as of which such
      IAR Member will become eligible for an “old-age insurance benefit” under
      the federal Social Security Act, adjusted so that an increased amount will
      be paid prior to such age and a reduced amount thereafter; the purpose of
      this adjustment is to enable the IAR Member to receive, from this Plan and
      under the federal Social Security Act, an aggregate income in
      approximately a level amount for life.  Moreover, in the event
      the IAR Member so elects, if such IAR Member dies before receiving
      payments aggregating the vested amount of his Separate Accounts at his
      benefit commencement date, the difference shall be paid in a single lump
      sum to his Beneficiary or if there is none, to the executor or
      administrator of his estate.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (4)

              	
                Notwithstanding
      the foregoing provisions of this Section 10.2(b), the following additional
      requirements must be satisfied in order for a benefit to be paid pursuant
      to Section 10.2(b)(3):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      benefit payment form described in Section 10.2(b)(3) above shall only be
      available if the present value of the total payments actuarially expected
      to be made to the IAR Member shall be more than 50 percent of the present
      value of the total payments actuarially expected to be made to the IAR
      Member and his Beneficiary.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      form of payment to the IAR Member or to the IAR Member and his Beneficiary
      must be payable over a period of time which does not exceed the longer of
      the life expectancy of the IAR Member, or the joint and last survivor life
      expectancy of the IAR Member and his
  Beneficiary.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Subject
      to the provisions of Section 10.2(b)(5) with respect to any election
      described in Section 10.2(b)(3), the Company shall furnish certain
      information, pertinent to such election, to each IAR Member 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 ninety days before his Annuity Starting Date.  The
      furnished information shall include an explanation of (1) the terms and
      conditions of the joint and survivor annuity, (2) the IAR Member’s right
      to waive the standard joint and survivor annuity and the effect of such
      election, (3) the rights of the IAR Member’s spouse, if any, (4) the right
      to revoke such election and the effect of such revocation, (5) a general
      description of the eligibility conditions and other material features of
      the alternative forms of benefit available pursuant to Section 10.2(b)(3),
      and (6) sufficient additional information to explain the relative values
      of such alternative forms of benefit.  The period during which
      an IAR Member may make or revoke such election shall be the ninety day
      period ending on such IAR Member’s Annuity Starting Date provided that
      such Election may also be revoked at any time prior to the expiration of
      the seven-day period that begins the day after the information required to
      be furnished to the IAR Member.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (5)

              	
                In
      the event a benefit is subject to payment under the standard joint and
      survivor annuity form set forth in Section 10.2(b)(1) and such IAR Member
      elects another form of benefit payment which will not provide his spouse
      with a lifetime survivor annuity which is at least 50 percent of the
      amount of the annuity payable during the joint lives of the IAR Member and
      the spouse, such benefit shall be paid in such form only if such IAR
      Member’s spouse consents the form and time thereof in
      writing.  Any spousal consent given pursuant to this provision
      shall acknowledge the effect of such form and time of payment and shall be
      witnessed by a Plan representative or a notary public, unless a Plan
      representative finds that such consent cannot be obtained because the
      spouse cannot be located or because of other circumstances set forth in
      Section 401(a)(11) of the Code and regulations issued
      thereunder.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Disregard of Rollover
      Contributions for Valuation of Involuntary Cash Outs in Certain
      Cases.  For purposes of application of the $5,000
      threshold of Sections 10.2(a.1), 10.2(a.2), 10.2(b), 11.5(f), and 12.5,
      the value of a Member’s vested interest in his Separate Accounts shall be
      determined without regard to that portion of such accounts which is
      attributable to Rollover Contributions (and earnings allocable thereto)
      within the meaning of Sections 402(c), 403(a)(4), 403(b)(8),
      408(d)(3)(A)(ii) and 457(e)(16) of the Code.  If the value of a
      Member’s Separate Accounts as so determined is $5,000 or less, the
      Member’s entire nonforfeitable account balance (including amounts
      attributable to such Rollover Contributions) shall be distributable
      pursuant to an election under Section 10.2(a.2) or distributed pursuant to
      Section 10.2(a.1), 11.5(f) or 12.5, as
  applicable.

              


      

       

      10.3 Form of
Distribution.

       

      Unless
the Member or Inactive Member otherwise elects (or is deemed to elect otherwise
because the present value of such Member’s nonforfeitable benefit exceeds $5,000
and he fails to consent to a distribution while his benefit is immediately
distributable within the  meaning of Treasury Regulations), the
payment of benefits under the Plan to such Member shall begin no later than the
60th day after the close of the Plan Year in which the latest of the following
events occurs:

       

      
        	
                 
      

              	
                (i)

              	
                The
      date on which such Member attains age
65;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      tenth anniversary of the date on which such Member commenced participation
      in the Plan; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                The
      date on which such Member terminates service with the Controlled
      entities.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      All
single sum distributions shall be made in cash; provided, however, a Member (or,
if authorized by the Member, his designated beneficiary or legal representative
in the case of a deceased Member), may elect to have the portion of his Accounts
that is then invested in the Company Stock Fund distributed in whole shares of
Company Stock, with any partial shares to be distributed in cash.

       

      10.4 Limitation on Commencement
of Distribution.

       

      Notwithstanding
any provision in the Plan to the contrary, all distributions required under this
Article X shall be determined and made in accordance with the regulations under
Section 401(a)(9) of the Code, including the minimum distribution
incidental benefit requirements of Section 1.401(a)(9)-2 of the
regulations.  Accordingly, the entire interest of a Member or Inactive
Member in his Separate Accounts must be distributed, or must begin to be
distributed, no later than such Member’s Mandatory Distribution
Date.  The Mandatory Distribution Date of a Member or Inactive Member
shall be determined as follows:

       

      
        	
                 
      

              	
                (i)

              	
                The
      Mandatory Distribution Date of such a Member who attains age 701⁄2 on or
      after January 1, 1988, but prior to January 1, 1999, shall be April 1,
      1990, or the first day of April following the calendar year in which such
      Member attains age 701⁄2, whichever is
later.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      Mandatory Distribution Date of such a Member who attains age 701⁄2 on or
      after January 1, 1999, shall be the first day of April of the calendar
      year following the later of (A) the calendar year in which such Member
      attains age 701⁄2 or (B) the calendar year in which such Member terminates
      his employment with the Employer (provided, however, that Clause (B) of
      this sentence shall not apply in the case of a Member who is a
      “five-percent Owner” (as defined in section 416 of the Code) with respect
      to the Plan Year ending in the calendar year in which such Member attains
      age 701⁄2).

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                The
      Mandatory Distribution Date of such a Member who has attained age 701⁄2
      before January 1, 1988, shall be the first day of April of the calendar
      year following the calendar year in which the later of such Member’s
      termination of employment or attainment of age 701⁄2
  occurs.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                The
      Mandatory Distribution Date of a Member who dies before another Mandatory
      Distribution Date shall be (A) if payable to other than the Member’s
      spouse, the last day of the one-year period following the death of such
      Member or (B) if payable to the Member’s spouse, after the date upon which
      such Member would have attained age 70-1/2, unless such surviving spouse
      dies before payments commence, in which case the Mandatory Distribution
      Date may not be deferred beyond the last day of the one-year period
      following the death of such surviving
spouse.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      A Member
(other than a Member who is a “five-percent owner” (as defined in section 416 of
the Code) with respect to the Plan Year ending in the calendar year in which
such Member attains the age 701⁄2) who attains age 701⁄2 in calendar year 1998 or
1999 may elect to defer his Mandatory Disbursement Date until no later than
April 1 of the calendar year following the later of (A) the calendar year in
which such Member attains the age 701⁄2 or (B) the calendar year in which such
Member terminates his employment with the Company, provided, that such election
is made by the end of the calendar year in which such Member attains age
701⁄2.

       

      Minimum
distributions shall be determined in accordance with Section 10.12.

       

      10.5 Restriction on
Alienation.

       

      Except as
provided in Sections 401(a)(13)(B) and 414(p) of the Code relating to qualified
domestic relations orders, no benefit under the Plan at any time shall be
subject in any manner to anticipation, alienation, assignment (either at law or
in equity), encumbrance, garnishment, levy, execution, or other legal or
equitable process.  No person shall have power in any manner to
anticipate, transfer, assign (either at law or in equity), alienate, or subject
to attachment, garnishment, levy, execution, or other legal or equitable
process, or in any way encumber his benefits under the Plan, or any part
thereof, and any attempt to do so shall be void.

       

      10.6 Payments to Incompetents or
Minors.

       

      In the
event that it shall be found that any individual to whom an amount is payable
hereunder is incapable of attending to his financial affairs because of any
mental or physical condition, including the infirmities of advanced age, or is a
minor, such amount (unless prior claim therefor shall have been made a duly
qualified guardian or other legal representative) may, in the discretion of the
Company, be paid to a duly appointed guardian or to another person for the use
or benefit of the individual found incapable of attending to his financial
affairs or in satisfaction of legal obligations incurred by or on behalf of such
individual.  The Trustee shall make such payment only upon receipt of
written instructions to such effect from the Company.  Any such
payment shall be charged to the Separate Accounts from which any such payment
would otherwise have been paid to the individual found to be a minor or
incapable of attending to his financial affairs and shall be a complete
discharge or any liability therefor under the Plan.

       

      10.7 Commercial
Annuities.

       

      In any
case where a benefit payable under the Plan is to be paid in the form of a
commercial annuity, a commercial annuity contract shall be purchased and
distributed to the Member, Inactive Member, or Beneficiary, as the case may
be.  Upon the distribution of any such contract, the Plan shall have
no further liability with respect to the amount used to purchase the annuity
contract and the company issuing such contract shall be solely responsible to
the recipient of the contract for the annuity payments
thereunder.  All certificates for commercial annuity benefits shall be
non-transferable, and no benefit thereunder may be sold, assigned, discounted,
or pledged.  Any commercial annuity purchased under the Plan shall
contain such terms and provisions as may be necessary to satisfy the
requirements under the Plan.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      10.8 Actuarial
Equivalency.

       

      With
respect to any benefit payment pursuant to the Plan, whichever form of payment
is selected, the value of such benefit shall be the actuarial equivalent of the
value of the vested balance of the Separate Accounts to which the particular
Member, Inactive Member, or Beneficiary, as the case may be, is
entitled.

       

      10.9 Eligible Rollover
Distributions.

       

      Each
Member and Beneficiary who receives an Eligible Rollover Distribution may elect
in the time and in a manner prescribed by the Company to have all or any portion
of such Eligible Rollover Distribution transferred to an Eligible Retirement
Plan; provided, however, that only one such transfer may be made with respect to
an Eligible Rollover distribution to an Eligible Retirement
Plan.  Notwithstanding the foregoing, the Member may elect, after
receiving the notice required under Section 402(f) of the Code, to receive such
Eligible Rollover Distribution prior to the expiration of the 30-day period
beginning on the date such Member is issued such notice; provided that the
Member or Beneficiary is permitted to consider his decision for at least 30 days
and is advised of such right in writing.

       

      10.10 Deferral of
Payments.

       

      Subject
to the provisions of Section 10.4, but notwithstanding the provisions of any
other Section of the Plan to the contrary, a Member whose Plan interest is
determined to have a present value more than $1,000 (or more than $5,000 in the
case of a deceased Member) shall not receive payment of such interest prior to
the later of normal retirement age or age 62, unless consented to by the Member
in writing.

       

      10.11 Lost or Missing Members or
Beneficiaries.

       

      In the
case of a benefit payable on behalf of a Member, if the Company is unable to
locate the Member or beneficiary to whom such benefit is payable, upon the
Company’s determination thereof, such benefit shall be
forfeited.  Notwithstanding the foregoing, if subsequent to any such
forfeiture the Member or beneficiary to whom such benefit is payable makes a
valid claim for such benefit, such forfeited benefit shall be restored to the
Plan in the manner provided in Section 7.3.

       

      10.12 Minimum Distribution
Requirements.

       

      
        	
                 
      

              	
                (a)

              	
                The
      provisions of this Section 10.12 will take precedence over any
      inconsistent provisions of the
Plan.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                All
      distributions required under this Section 10.12 will be determined and
      made in accordance with the Treasury regulations under Section 401(a)(9)
      of the Code.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (c)

              	
                Notwithstanding
      the other provisions of this Section 10.12, distributions may be made
      under a designation made before January 1, 1984, in accordance with
      Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA)
      and the provisions of the Plan that relate to Section 242(b)(2) of
      TEFRA.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Member’s entire interest will be distributed, or begin to be distributed,
      to the Member no later than the Member’s Required Beginning
      Date.  If the Member dies before distributions begin, the
      Member’s entire interest will be distributed, or begin to be distributed,
      no later than as follows:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                If
      the Member’s surviving spouse is the Member’s sole Designated Beneficiary,
      then distributions to the surviving spouse will begin by December 31 of
      the calendar year immediately following the calendar year in which the
      Member died, or by December 31 of the calendar year in which the Member
      would have attained age 701⁄2, if
later.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                If
      the Member’s surviving spouse is not the Member’s sole Designated
      Beneficiary, then distributions to the Designated Beneficiary will begin
      by December 31 of the calendar year immediately following the calendar
      year in which the Member died.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                If
      there is no Designated Beneficiary as of September 30 of the year
      following the year of the Member’s death, the Member’s entire interest
      will be distributed by December 31 of the calendar year containing the
      fifth anniversary of the Member’s
death.

              


      

       

      
        	
                 
      

              	
                (4)

              	
                If
      the Member’s surviving spouse is the Member’s sole Designated Beneficiary
      and the surviving spouse dies after the Member but before distributions to
      the surviving spouse begin, this Paragraph (disregarding item (1) above),
      will apply as if the surviving spouse were the
  Member.

              


      

       

      For
purposes of this Paragraph (d) and Paragraph (f) below, unless item (4) above
applies, distributions are considered to begin on the Member’s Required
Beginning Date. If item (4) above applies, distributions are considered to begin
on the date distributions are required to begin to the surviving spouse under
item (1) above. If distributions under an annuity purchased from an insurance
company irrevocably commence to the Member before the Member’s Required
Beginning Date (or to the Member’s surviving spouse before the date
distributions are required to begin to the surviving spouse under item (1)
above), the date distributions are considered to begin is the date distributions
actually commence.  Unless the Member’s interest is distributed in the
form of an annuity purchased from an insurance company or in a single sum on or
before the Required Beginning Date, as of the first Distribution Calendar Year
distributions will be made in accordance with Paragraphs (e) and (f) of this
Section 10.12, whichever is applicable. If the Member’s interest is distributed
in the form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of Section 401(a)(9)
of the Code and the Treasury regulations.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (e)

              	
                During
      the Member’s lifetime, the minimum amount that will be distributed for
      each Distribution Calendar Year is the lesser
  of:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                the
      quotient obtained by dividing the Member’s Account Balance by the
      distribution period in the Uniform Lifetime Table set forth in Section
      1.401(a)(9)-9 of the Treasury regulations, using the Member’s age as of
      the Member’s birthday in the Distribution Calendar Year;
  or

              


      

       

      
        	
                 
      

              	
                (2)

              	
                if
      the Member’s sole Designated Beneficiary for the Distribution Calendar
      Year is the Member’s spouse, the quotient obtained by dividing the
      Member’s Account Balance by the number in the Joint and Last Survivor
      Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations,
      using the Member’s and spouse’s attained ages as of the Member’s and
      spouse’s birthdays in the Distribution Calendar
  Year.

              


      

       

      Required
minimum distributions will be determined under this Paragraph (e) beginning with
the first Distribution Calendar Year and up to and including the Distribution
Calendar Year that includes the Member’s date of death.

       

      
        	
                 
      

              	
                (f)

              	
                If
      the Member dies on or after the date distributions begin and there is a
      Designated Beneficiary, the minimum amount that will be distributed for
      each Distribution Calendar Year after the year of the Member’s death is
      the quotient obtained by dividing the Member’s Account Balance by the
      longer of the remaining Life Expectancy of the Member or the remaining
      Life Expectancy of the Member’s Designated Beneficiary, determined as
      follows:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                The
      Member’s remaining Life Expectancy is calculated using the age of the
      Member in the year of death, reduced by one for each subsequent
      year.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                If
      the Member’s surviving spouse is the Member’s sole Designated Beneficiary,
      the remaining Life Expectancy of the surviving spouse is calculated for
      each Distribution Calendar Year after the year of the Member’s death using
      the surviving spouse’s age as of the spouse’s birthday in that
      year.  For Distribution Calendar Years after the year of the
      surviving spouse’s death, the remaining Life Expectancy of the surviving
      spouse is calculated using the age of the surviving spouse as of the
      spouse’s birthday in the calendar year of the spouse’s death, reduced by
      one for each subsequent calendar
year.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                If
      the Member’s surviving spouse is not the Member’s sole Designated
      Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is
      calculated using the age of the Designated Beneficiary in the year
      following the year of the Member’s death, reduced by one for each
      subsequent year.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      If the
Member dies on or after the date distributions begin and there is no Designated
Beneficiary as of September 30 of the year after the year of the Member’s death,
the minimum amount that will be distributed for each Distribution Calendar Year
after the year of the Member’s death is the quotient obtained by dividing the
Member’s Account Balance by the Member’s remaining Life Expectancy calculated
using the age of the Member in the year of death, reduced by one for each
subsequent year.

       

      
        	
                 
      

              	
                (g)

              	
                If
      the Member dies before the date distributions begin and there is a
      Designated Beneficiary, the minimum amount that will be distributed for
      each Distribution Calendar Year after the year of the Member’s death is
      the quotient obtained by dividing the Member’s Account Balance by the
      remaining Life Expectancy of the Member’s Designated Beneficiary,
      determined as provided in item (1), (2) or (3) of Paragraph (f), whichever
      is applicable.  If the Member dies before the date distributions
      begin and there is no Designated Beneficiary as of September 30 of the
      year following the year of the Member’s death, distribution of the
      Member’s entire interest will be completed by December 31 of the calendar
      year containing the fifth anniversary of the Member’s death.  If
      the Member dies before the date distributions begin, the Member’s
      surviving spouse is the Member’s sole Designated Beneficiary, and the
      surviving spouse dies before distributions are required to begin to the
      surviving spouse under item (1) of Paragraph (d), this Paragraph (g) will
      apply as if the surviving spouse were the
      Member.  Notwithstanding the foregoing, if the Member dies
      before distributions begin and there is a Designated Beneficiary,
      distribution to the Designated Beneficiary is not required to begin by the
      date specified in Paragraph (d) above but the Member’s entire interest
      will be distributed to the Designated Beneficiary by December 31 of the
      calendar year containing the fifth anniversary of the Member’s death. If
      the Member’s surviving spouse is the Member’s sole Designated Beneficiary
      and the surviving spouse dies after the Member but before distributions to
      either the Member or the surviving spouse begin, this Paragraph will apply
      as if the surviving spouse were the
Member.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                For
      purposes of this Section 10.12, the following terms and phrases shall have
      these respective meanings:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Designated
      Beneficiary:  The individual who is designated as a
      Member’s beneficiary under Section 11.1 of the Plan and is a Designated
      Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1,
      Q&A-4,of the Treasury
regulations.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (2)

              	
                Distribution Calendar
      Year:  A calendar year for which a minimum distribution
      is required. For distributions beginning before the Member’s death, the
      first Distribution Calendar Year is the calendar year immediately
      preceding the calendar year which contains the Member’s Required Beginning
      Date. For distributions beginning after the Member’s death, the first
      Distribution Calendar Year is the calendar year in which distributions are
      required to begin under Paragraph (d).  The required minimum
      distribution for the Member’s first Distribution Calendar Year will be
      made on or before the Member’s Required Beginning Date. The required
      minimum distribution for other Distribution Calendar Years, including the
      required minimum distribution for the Distribution Calendar Year in which
      the Member’s Required Beginning Date occurs, will be made on or before
      December 31 of that Distribution Calendar
Year.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                Life
      Expectancy.  Life Expectancy as computed by use of the
      Single Life Table in Section 1.401(a)(9)-9 of the Treasury
      regulations.

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Member’s Account
      Balance.  The balance in a Member’s Accounts as of the
      last Valuation Date in the calendar year immediately preceding the
      Distribution Calendar Year (valuation calendar year) increased by the
      amount of any contributions made and allocated or forfeitures allocated to
      the Member’s Accounts as of dates in the valuation calendar year after the
      Valuation Date and decreased by distributions made in the valuation
      calendar year after the Valuation Date. A Member’s Account Balance for the
      valuation calendar year includes any amounts rolled over or transferred to
      the Plan either in the valuation calendar year or in the Distribution
      Calendar Year if distributed or transferred in the valuation calendar
      year.

              


      

       

      
        	
                 
      

              	
                (5)

              	
                Requiring Beginning
      Date.  With respect to a Member or beneficiary, the date
      described in Section 10.4 of the
Plan.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
XI

       

      BENEFICIARIES AND DEATH
BENEFITS

       

      11.1 Designation of
Beneficiary.

       

      In the
event of the death of a Member or Inactive Member prior to distribution in full
of his interest under the Plan, the spouse, if any, of such Member shall be his
Beneficiary and receive distribution of his remaining interest in accordance
with the provisions of Section 11.4; provided, however, that a Member or
Inactive Member, may designate a person or persons other than his spouse as his
Beneficiary if the requirements of Section 11.3 are met.

       

      11.2 Beneficiary in the Absence
of Designated Beneficiary.

       

      If a
Member or Inactive Member who dies does not have a surviving spouse and if no
Beneficiary has been designated pursuant to the provisions of Section 11.1, or
if no Beneficiary survives such Member, then the Beneficiary shall be the estate
of such Member.  If any Beneficiary designated pursuant to Section
11.1 dies after becoming entitled to receive distribution hereunder and before
such distributions are made in full, and if no other person or persons have been
designated to receive the balance of such distributions upon the happening of
such contingency, the estate of such deceased Beneficiary shall become the
Beneficiary as to such balance.

       

      11.3 Spousal Consent to
Beneficiary Designation.

       

      An
election to designate a Beneficiary other than the spouse of such Member or
Inactive Member shall not be effective unless (A) such spouse has consented
thereto in writing and such consent (i) acknowledges the effect of such
election, (ii) either consents to the specific designated beneficiary (which
designation may not be subsequently changed by the Member or Inactive Member
without spousal consent) or expressly permits such designation by the Member or
Inactive Member without the requirement of further consent by the spouse, and
(iii) is witnessed by a Plan representative (other than the Member, or Inactive
Member, as applicable) or a notary public, or (B) the consent of such spouse
cannot be obtained because the spouse cannot be located or because of other
circumstances described by applicable Treasury regulations.  Any such
consent by such spouse shall be irrevocable.

       

      11.4 Death Benefits from Non-IAR
Accounts.

       

      In the
event of the death of a Member or Inactive Member prior to distribution in full
of his interest in the Plan, the Beneficiary of such Member shall receive
distribution of such Member’s remaining interest in his Separate Accounts other
than his IAR Account in a single sum to such Member’s Beneficiary, unless such
Beneficiary elects to receive such interest with his IAR Account interest, if
any, in the form of a single life annuity.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      11.5 Death Benefits from IAR
Accounts.

       

      
        	
                 
      

              	
                (a)

              	
                The
      interest in the IAR Account of any deceased IAR Member or Inactive Member
      whose surviving spouse is his Beneficiary shall be a survivor
      annuity.  Such survivor annuity shall be a commercial annuity
      which is payable for the life of such surviving
  spouse.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any
      Member or Inactive Member who would otherwise have his death benefit from
      his IAR Account paid in the form of a survivor annuity payable to his
      surviving spouse may elect not to have his benefit paid in such form by
      electing to receive such death benefit in a single sum or by designating a
      person other than his spouse as his Beneficiary.  Any election
      may be revoked and subsequent elections may be made or revoked at any time
      prior to the death of the Member or Inactive
  Member.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Paragraph
      (b) above to the contrary notwithstanding, an election not to have the
      death benefit paid in the form of a survivor annuity payable to the
      surviving spouse may be made before the first day of the Plan Year in
      which a Member or Inactive Member attains the age of thirty-five only (A)
      after the Member or Inactive Member separated from service and only with
      respect to benefits accrued under the Plan before the date of such
      separation or (B) in the case of a Member who has not separated from
      service, if the Member has been furnished the information in Paragraph (c)
      below, with such election to become invalid upon the first day of the Plan
      Year in which the Member attains the age of thirty-five, whereupon a new
      election may be made by such
Member.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Company shall furnish certain information, pertinent to the Paragraph (b)
      election to each Member within the period beginning with the first day of
      the Plan Year in which he attains the age of thirty-two (but not earlier
      than the date such Member begins participation in the Plan) and ending
      with the later of (1) the last day of the Plan Year preceding the Plan
      Year in which the Member attains the age of thirty-five, or (2) a
      reasonable time after the Employee becomes a Member.  If a
      Member separated from service before attaining the age of thirty-five,
      such information shall be furnished to such Member within the period
      beginning one year before the Member separates from service and ending one
      year after such separation.  Such information shall also be
      furnished to a Member who has not attained the age  of
      thrifty-five or terminated employment, within a reasonable time after
      written request by such Member.  The furnished information shall
      include an explanation of (1) the terms and conditions of the survivor
      annuity, (2) the Member’s right to elect to waive the survivor annuity and
      the effect of such election, (3) the rights of the Member’s surviving
      spouse, (4) the right to revoke such election and the effect of such
      revocation, (5) a general description of the eligibility conditions and
      other material features of the alternative forms of benefit available
      pursuant to Paragraph (f) below, and (6) sufficient additional information
      to explain the relative value of such alternative forms of
      benefit.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (e)

              	
                For
      purposes of this Section 11.5 the IAR Account death benefit of a deceased
      Member or Inactive Member who is not survived by his spouse or who has
      elected not to have his IAR Account death benefit paid in the survivor
      annuity form set forth in Section 11.5(a) shall be paid to his Beneficiary
      in one of the following alternative forms to be selected by such Member or
      Inactive Member (or his Beneficiary if authorized by such Member or
      Inactive Member) or, in the absence of such selection, in a single sum
      payment; provided, however, that the period and the methods of payment of
      any such form shall be in compliance with the provisions of section
      401(a)(9) of the Code and applicable Treasury regulations
      thereunder:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                A
      single lump payment; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                A
      commercial annuity in the form of a single life
  annuity.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Notwithstanding
      any other provisions of the Plan to the contrary, payment of a survivor
      annuity pursuant to this Section 11.5 shall not be made without the
      consent of the surviving spouse prior to the time the deceased Member or
      Inactive Member would have attained Retirement Age except that if the
      entire interest payable hereunder to a Beneficiary is $5,000 or less, such
      interest shall be paid in a single lump-sum payment form within a
      reasonable period of time after the death of the Member or Inactive
      Member.

              


      

       

      11.6 Commencement of Death
Benefits.

       

      A
survivor benefit shall be paid to the surviving spouse of a deceased Member or
deceased former Member upon termination of employment thereafter regardless of
the age at which such Member’s death occurs, and shall be payable monthly
thereafter during the life of the surviving spouse, the last payment being for
the month in which the death of the surviving spouse
occurs.  Notwithstanding the foregoing, in no event  shall a
survivor benefit be paid to the surviving spouse of a deceased Member or
deceased former Member prior to the later of the date on which such deceased
Member or deceased former Member would have attained normal retirement age or
age 62, unless such surviving spouse consents thereto not more than 90 days
before the annuity starting date of such survivor benefit.  In the
event of the death of the surviving spouse prior to the commencement of the
payment of the survivor benefit, no survivor benefit shall be payable pursuant
to the provisions of this Article XI with respect to such deceased Member or
deceased former Member.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
XII

       

      ADMINISTRATION

       

      12.1 Plan
Administrator.

       

      For
purposes of ERISA, the Company shall be the Plan Administrator and, as such,
shall be responsible for the compliance of the Plan with the reporting and
disclosure provisions of ERISA.

       

      12.2 Authority of the
Company.

       

      The
Company shall have all the powers and authority expressly conferred upon it
herein and, further, shall have the sole right to interpret and construe the
Plan, and to determine any disputes arising thereunder, subject to the
provisions of Section 7.8.  In exercising such powers and authority,
the Company at all times shall exercise good faith, apply standards of uniform
application, and refrain from arbitrary action.  Any decision of the
Company in such exercise of its powers, authorities and duties shall be final
and binding upon all affected parties.  The Company may employ such
attorneys, agents, and accountants as it may deem necessary or advisable to
assist it in carrying out its duties hereunder.  The Company shall be
a “named fiduciary” as that term is defined in Section 402(a)(2) of
ERISA.  The Company may:

       

      
        	
                 
      

              	
                (a)

              	
                allocate
      any of the powers, authorities, or responsibilities for the operation and
      administration of the Plan, which are retained by it or granted to it by
      this Article XII, to the Trustee;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                designate
      a person or persons other than itself to carry out any of such powers,
      authorities, or responsibilities;

              


      

       

      provided,
however, that no powers, authorities, or responsibilities of the Trustee shall
be subject to the provisions of paragraph (b) of this Section 12.2; and provided
further, that no allocation or delegation by the Company of any of its powers,
authorities, or responsibilities to the Trustee shall become effective unless
such allocation or delegation first shall be accepted by the Trustee in a
writing signed by it and delivered to the Company.

       

      12.3 Action of the
Company.

       

      Any act
authorized, permitted, or required to be taken by the Company under the Plan,
which has not been delegated in accordance with Section 12.2, may be taken by a
majority of the members of the Board of Directors of the Company, either by vote
at a meeting, or in writing without a meeting.  All notices, advices,
directions, certifications, approvals, and instructions required or authorized
to  be given by the Company under the Plan shall be in writing and
signed by either (i) a majority of the members of the Board of Directors of the
Company, or by such member or members as may be designated by an instrument in
writing, signed by all the members thereof, as having authority to execute such
documents on its behalf, or (ii) a person who becomes authorized to act for the
Company in accordance with the provisions of paragraph (b) of
Section 12.2.  Subject to the provisions of Section 12.4, any
action taken by the Company which is authorized, permitted, or required under
the Plan shall be final and binding upon the Company and the Trustees, all
persons who have or who claim an interest under the Plan, and all third parties
dealing with any Trustee or the Company.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      12.4 Claims Review
Procedure.

       

      Claims
for Plan benefits and reviews of Plan benefit claims which have been denied or
modified will be processed in accordance with the written Plan claims procedures
established by the Cameron International Corporation Plans Administration
Committee, which procedures are hereby incorporated by reference as a part of
the Plan and may be amended from time to time by such committee.

       

      12.5 Qualified Domestic Relations
Orders.

       

      Except as
otherwise provided with respect to “qualified domestic relations orders” and
certain judgments and settlements pursuant to section 206(d) of the Act and
sections 401(a)(13) and 414(p) of the Code, and, except as otherwise provided
under other applicable law, no right or interest of any kind in any benefit
shall be transferable or assignable by any Member or any beneficiary or be
subject to anticipation, adjustment, alienation, encumbrance, garnishment,
attachment, execution, or levy of any kind.  Plan provisions to the
contrary notwithstanding, the Company shall comply with the terms and provisions
of any “qualified domestic relations order,” including an order that requires
distributions to an alternate payee prior to a Member’s “earliest retirement
age” as such term is defined in section 206(d)(3)(E)(ii) of the Act and
section 414(p)(4)(B) of the Code, and shall establish appropriate
procedures to effect the same.  In the event that the total value of
an amount directed to be paid pursuant to a qualified domestic relations order
is not in excess of $5,000, such amount shall be paid to the recipient or
recipients identified in such order in one lump sum payment as soon as
practicable after such order has been determined to be a qualified domestic
relations order.

       

      12.6 Indemnification.

       

      In
addition to whatever rights of indemnification the members of the Board of
Directors of the Company, or any other person or persons (other than the
Trustees) to whom any power, authority, or responsibility of the Company is
allocated or delegated pursuant to paragraph (b) of Section 12.2, may be
entitled under the articles of incorporation, regulations, or bylaws of the
Company, under any provision of law, or under any other agreement, the Company
shall satisfy such liability actually and reasonably incurred by any such member
or such other person or persons, including expenses, attorneys’ fees, judgments,
fines, and amounts paid in settlement, in connection with any threatened,
pending, or completed action, suit, or proceeding which is related to the
exercise, or failure to exercise, by such member or such other person or persons
of any of the powers, authorities, responsibilities, or discretion of the
Company as provided under the Plan and the Trust Agreement, or reasonably
believed by such member or such other person or persons to be provided
thereunder, and any action taken by such member or such other person or persons
in connection therewith.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      12.7 Temporary
Restrictions.

       

      In order
to ensure an orderly transition in the transfer of assets to the Trust from
another trust fund maintained under the Plan or from the trust fund of a plan
that is merging into the Plan or transferring assets to the Plan or to ensure an
orderly transition of recordkeeping, valuation, or other administrative
activities from one service provider to another service provider, the Plan
Administrator may, in its discretion, temporarily prohibit or restrict
withdrawals, loans, changes to contribution elections, changes of investment
designation of future contributions, transfers of amounts from one Fund to
another Fund, or such other activity as the Plan Administrator deems
appropriate, provided that any such temporary cessation or restriction of such
activity shall be in compliance with all applicable law and the Plan
Administrator shall have provided to Members, their beneficiaries, and alternate
payees the notices and information required to be provided with respect to such
temporary cessation or restriction of such activity by applicable law and
regulations.

       

      ARTICLE
XIII

       

      AMENDMENT AND
TERMINATION

       

      13.1 Amendment.

       

      Subject
to the provisions of Section 13.2, the Company may at any time and from time to
time, amend the Plan.

       

      13.2 Limitation of
Amendment.

       

      The
Company shall make no amendment to the Plan which shall result in the forfeiture
or reduction of the interest of any Member, Inactive Member, Beneficiary, or
person claiming under or through any one or more of them pursuant to the Plan;
provided, however, that nothing herein contained shall restrict the right to
amend the provisions hereof relating to the administration of the Plan and
Trust.  Moreover, no amendment shall be made hereunder which shall
permit any part of the Trust property to revert to any Employer or be used for
or be diverted to purposes other than the exclusive benefit of Members, Inactive
Members, Beneficiaries, and persons claiming under or through them pursuant to
the Plan.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      13.3 Termination.

       

      The
Company reserves the right, by action of its Board of Directors, to terminate
the Plan as to all Employers at any time.  The Plan shall terminate
automatically if there shall be a complete discontinuance of contributions
hereunder by all Employers.  In the event of the termination of the
Plan, written notice thereof shall be given to all Members and Beneficiaries
having an interest under the Plan, and to the Trustee.  Upon any such
termination of the Plan, the Trustee and the Company shall take the following
actions for the benefit of Members and Beneficiaries:

       

      
        	
                 
      

              	
                (a)

              	
                As
      of the termination date, the Trustee shall value the Funds hereunder and
      the Company shall adjust all accounts accordingly.  The
      termination date shall become a Valuation Date. In determining the net
      worth of the Funds hereunder, the Trustee shall include as a liability
      such amounts as in its judgment shall be necessary to pay all expenses in
      connection with the termination of the Trust and the liquidation and
      distribution of the Trust property, as well as other expenses, whether or
      not accrued, and shall include as an asset all accrued
    income.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Trustee, upon instructions from the Company, shall then segregate and
      distribute an amount equal to the entire interest of each Member, Inactive
      Member, and Beneficiary in the Funds to  or for the benefit of
      each Member, Inactive Member, or Beneficiary in accordance with the
      provisions of Sections 10.2 and
10.3.

              


      

       

      Notwithstanding
anything to the contrary contained in the Plan, upon any such Plan termination
or discontinuance of contributions by the Employers, the interest of each
Member, Inactive Member, and Beneficiary shall become fully vested and
nonforfeitable; and, if there is a partial termination of the Plan, the interest
of each Member, Inactive Member, and Beneficiary who is affected by such partial
termination shall become fully vested and nonforfeitable.

       

      13.4 Withdrawal of an
Employer.

       

      An
Employer other than the Company may, by action of its Board of Directors,
withdraw from the Plan, such withdrawal to be effective upon notice in writing
to the Company (the effective date of such withdrawal being hereinafter referred
to as the “withdrawal date”), and shall thereupon cease to be an Employer for
all purposes of the Plan.  An Employer shall be deemed automatically
to withdraw from the Plan in the event of its complete discontinuance of
contributions, or in the event it ceases to be a Subsidiary.

       

      13.5 Corporate
Reorganization.

       

      The
merger, consolidation, or liquidation of the Company or any Employer with or
into the Company or any other Employer shall not constitute a termination of the
Plan as to the Company or such Employer.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
XIV

       

      ADOPTION BY
SUBSIDIARIES:  EXTENSION

       

      TO NEW BUSINESS
OPERATIONS

       

      Any
Subsidiary of the Company which at the time is not an Employer may, with the
consent of the Cameron International Corporation Plans Administration Committee,
adopt the Plan and become an Employer hereunder by causing an appropriate
written instrument evidencing such adoption to be executed pursuant to the
authority of its Board of Directors and to be filed with the
Company.

       

       
 

       

      ARTICLE
XV

       

      MISCELLANEOUS
PROVISIONS

       

      15.1 No Commitment as to
Employment.

       

      Nothing
herein contained shall be construed as a commitment or agreement upon the part
of any Employee hereunder to continue his employment with an Employer, and
nothing  herein contained shall be construed as a commitment on the
part of any Employer to continue the employment or rate of compensation of any
Employee hereunder for any period.

       

      15.2 Benefits.

       

      Nothing
in the Plan shall be construed to confer any right or claim upon any person
other than the parties hereto, Members and Beneficiaries.

       

      15.3 No
Guarantees.

       

      Neither
any Employer, including the Company, nor the Trustee guarantees the Trust from
loss or depreciation, nor the payment of any amount which may become due to any
person hereunder.  All benefits payable under the Plan shall be paid
or provided for solely from the Plan assets and neither the Company nor the
Trustee assumes any liability or responsibility for the adequacy
thereof.

       

      15.4 Exclusive
Benefit.

       

      No part
of the Plan assets shall be used for any purpose other than the exclusive
purpose of providing benefits which Members and Beneficiaries are entitled to
under the Plan, and for the purpose of defraying the reasonable expenses of
administering the Plan.

       

      15.5 Duty to Furnish
Information.

       

      Each of
the Employers, the Company, or the Trustee shall furnish to any of the others
any documents, reports, returns, statements, or other information that any other
reasonably deems necessary to perform its duties imposed hereunder or otherwise
imposed by law.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      15.6 Merger, Consolidation, or
Transfer of Plan Assets.

       

      The Plan
shall not be merged or consolidated with any other plan, nor shall any of its
assets or liabilities be transferred to another plan, unless, immediately after
such merger, consolidation, or transfer of assets or liabilities, each Member,
Inactive Member, and Beneficiary in the Plan would receive a benefit under the
Plan which is at least equal to the benefit he would have received immediately
prior to such merger, consolidation, or transfer of assets or liabilities
(assuming in each instance that the Plan had then
terminated).  Further, this Plan and Trust may not transfer its assets
or liabilities to any other plan, unless the Plan Administrator reasonably
concludes that such other plan provides that the transferred amounts may not be
distributed before the times specified in Treasury regulation section
1.401(k)-1(d).

       

      15.7 Return of Contributions to
Employers.

       

      Notwithstanding
any other provision of the Plan to the contrary, Basic, Matching, Company
Retirement, Profit Sharing and Retirement Contributions are contingent upon the
deductibility of such contributions under Section 404 of the Code.  In
the event a Basic, Matching, Company Retirement, Profit Sharing or Retirement
Contribution (or any portion thereof) is made under a mistake of fact, such a
contribution shall be returned to the Employers within one year after the
payment of the contribution.  Since Basic, Matching, Company
Retirement, Profit Sharing and Retirement Contributions (or any portion thereof)
are conditioned upon the deductibility of the contribution under Section 404 of
the Code as set forth above, in the event such deduction is disallowed, any such
contribution shall be returned to the Employers within one year after the
disallowance of the deduction.

       

      15.8 Addenda.

       

      In the
event that it is deemed necessary to accommodate any transition of coverage
under other benefit plans to coverage under the Plan with respect to certain
groups of Employees, an Addendum setting forth special overriding provisions
applicable to such Employees may be added to the Plan.  Each Addendum
shall for all purposes constitute a part of the Plan and in the event of
conflict with any other provision of the Plan, shall control.  The
provisions of the Plan, together with the provisions specified in each Addendum
shall constitute the terms of the Plan applicable to the Employees employed at
the location or facility specified in the Addendum.

       

      15.9 Validity of
Agreement.

       

      Except as
provided under federal law, the provisions of the Plan shall be governed by and
construed in accordance with the laws of the State of Texas.

       

      15.10 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 section 414(u) of the Code.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      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, as amended, 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.  If
there is any discrepancy between the provisions in this Article XVI and the
provisions of Section 415 of the Code, such discrepancy shall be resolved in
such a way as to give full effect to the provisions of 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 the total of (A) 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) Member’s contributions, if
      any, (excluding any Rollover Contributions) for such year, and (C) amounts
      referred to in Sections 415(l)(1) and 419A(d)(2) of the
      Code.  The Annual Additions of a Member for any Limitation Year
      shall not include Member catch-up contributions made pursuant to Section
      3.6 and Section 414(v) of the Code.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                “415 Compensation” shall
      mean the total of all amounts paid by the Employer to or for the benefit
      of a Member 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), subject to the following adjustments and
      limitations:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                The
      following shall be included:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                From
      and after December 31, 1998, elective deferrals (as defined in Section
      402(g)(3) of the Code) from compensation to be paid by the Employer to the
      Member;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                Any
      amount which is contributed or deferred by the Employer at the election of
      the Member and which is not includible in the gross income of the Member
      by reason of Section 125 or 457 of the Code;
and

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (C)

              	
                Any
      amounts that are not includable in the gross income of a Member under a
      salary reduction agreement by reason of the application of Section 132(f)
      of the Code.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                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:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                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

              


      

       

      
        	
                 
      

              	
                (B)

              	
                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) or (B) 100% of such Member’s 415 Compensation during such Limitation
      Year, except that the limitation in this Clause (B) shall not apply to any
      contribution for medical benefits (within the meaning of Section
      419A(f)(2) of the Code) after separation from service with the Employer or
      a Controlled Entity that is otherwise treated as an Annual Addition or to
      any amount otherwise treated as an Annual Addition under Section 415(l)(1)
      of the Code.

              


      

       

      16.3 Limitations and
Corrections.

       

      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’s for such year.  If as a result of
allocation of forfeitures, a reasonable error in estimating a Member’s
compensation, a reasonable error in determining the amount of elective deferrals
(within the meaning of Section 402(g)(3) of the Code) that may be made with
respect to any individual under the limits of Section 415 of the Code, or
because of other limited facts and circumstances, the Annual Additions that
would be credited to a Member’s Separate Accounts for a Limitation Year would
nonetheless exceed the Maximum Annual Additions for such Member for such year,
the excess Annual Additions which, but for this Article XVI, would have been
allocated to such Member’s Separate Accounts shall be disposed of as
follows:

       

      
        	
                 
      

              	
                (a)

              	
                First,
      any such excess Annual Additions in the form of Basic Contributions on
      behalf of such Member that would not have been considered in determining
      the amount of Matching Contributions shall be distributed to such Member,
      adjusted for income or loss allocated
thereto;

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (b)

              	
                Next,
      any such excess Annual Additions in the form of Basic Contributions on
      behalf of such Member that would have been considered in determining the
      amount of Matching Contributions shall be distributed to such Member,
      adjusted for income or loss allocated thereto, and the Matching
      Contributions that would have been allocated to such Member’s Separate
      Account based upon such distributed Basic Contributions shall be treated
      as a forfeiture;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Next,
      any such excess Annual Additions in the form of Company Retirement
      Contributions, to the extent such amounts would otherwise have been
      allocated to such Member’s Separate Account, shall be treated as a
      forfeiture;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Next,
      any such excess Annual Additions in the form of Profit Sharing
      Contributions, to the extent such amounts would otherwise have been
      allocated to such Member’s Separate Account, shall be treated as a
      forfeiture; and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Finally,
      any such excess Annual Additions in the form of Retirement Contributions,
      to the extent such amounts would otherwise have been allocated to such
      Member’s Separate Account, shall be treated as a
    forfeiture.

              


      

       

      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”
(other than an affiliated service group member within the meaning of Section
414(m) of the Code) shall be determined by application of a more than 50%
control standard in lieu of an 80% control standard.  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 under this Plan and the additions under such other plans
shall be reduced on a pro rata basis and allocated, reallocated, or returned in
accordance with applicable plan provisions regarding Annual Additions in excess
of Maximum Annual Additions.

       

      16.5 Contribution
Adjustments.

       

      If the
limitations set forth in this Article XVI 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.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
XVII

       

      TOP-HEAVY PLAN
RULES

       

      17.1 Application.

       

      For any
Plan Year in which the Plan is a Top-Heavy Plan (as defined in Section 17.2),
the provisions set forth in this Article XVII shall be applied in accordance
with Section 416 of the Code.

       

      17.2 Top-Heavy
Definitions.

       

      The
following definitions shall be applicable to this Article XVII:

       

      
        	
                 
      

              	
                (a)

              	
                The
      term “Compensation” shall
      mean 415 Compensation, as defined in
  Section 16.2(b).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      term “Determination
      Date” shall mean for any Plan Year subsequent to the first Plan
      Year, the last day of the preceding Plan Year and for the first Plan Year
      of the Plan, the last day of that
Year.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      term “Employer”
      shall mean the Company and each Controlled
  Entity.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      term “Key
      Employee” means any Employee or former Employee (including any
      deceased Employee) who at any time during the Plan Year that includes the
      Determination Date was an officer of the Employer having annual
      compensation greater than $130,000 (as adjusted under Section 416(i)(1) of
      the Code for plan years beginning after December 31, 2002), a 5-percent
      owner of the Employer, or a 1-percent owner of the Employer having annual
      compensation of more than $150,000.  For this purpose, annual
      compensation means compensation within the meaning of Section 415(c)(3) of
      the Code.  The determination of who is a Key Employee will be
      made in accordance with Section 416(i)(1) of the Code and the applicable
      regulations and other guidance of general applicability issued
      thereunder.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      term “Permissive
      Aggregation Group” shall mean the Required Aggregation Group of
      plans plus any other plan or plans of the Employer which, when considered
      as a group with the Required Aggregation Group, would continue to satisfy
      the requirements of Section 401(a)(4) and 410 of the
  Code.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                The
      term “Present
      Value” shall mean for purposes of computing present value
      calculations in determining the Top-Heavy Ratio, present value
      calculations based on the actuarial assumptions as stated in the
      applicable plan.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (g)

              	
                The
      term “Required
      Aggregation Group” shall mean (a) each tax qualified plan of the
      Employer in which at least one Key Employee participates or participated
      at any time during the determination period (regardless of whether the
      plan terminated), and (b) any other tax qualified plan of the Employer
      which enables a plan described in clause (a) to meet the requirements of
      Section 401(a)(4) or 410 of the
Code.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                The
      term “Super Top-Heavy
      Group” with respect to a particular Plan Year shall mean a Required
      or Permissive Aggregation Group that, as of the Determination Date, would
      qualify as a Top-Heavy Group under the definition in Paragraph (j) of this
      Article XVII with “90 percent” substituted for “60 percent” each place
      where “60 percent” appears in such
definition.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      term “Super Top-Heavy
      Plan” with respect to a particular Plan Year shall mean a plan
      that, as of the Determination Date, would qualify as a Top-Heavy Plan
      under the definition in Paragraph (k) of this Article XVII with “90
      percent” substituted for “60 percent” each place where “60 percent”
      appears in such definition.  A plan is also a “Super Top-Heavy
      Plan” if it is part of a Super Top-Heavy
Group.

              


      

       

      
        	
                 
      

              	
                (j)

              	
                The
      term “Top-Heavy
      Group” with respect to a particular Plan Year shall mean a Required
      or Permissive Aggregation Group if the sum, as of the Determination Date,
      of the present value of the cumulative accrued benefits for Key Employees
      under all defined benefit plans included in such group and the aggregate
      of the account balances of Key Employees under all defined contribution
      plans included in such group exceeds 60 percent of a similar sum
      determined for all employees covered by the plans included in such
      group.

              


      

       

      
        	
                 
      

              	
                (k)

              	
                The
      term “Top-Heavy
      Plan” for any Plan Year beginning after December 31, 1983, the Plan
      shall be a Top-Heavy Plan if any of the following conditions
      exist:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                If
      the Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan is not
      part of any Required Aggregation Group or Permissive Aggregation Group of
      plans.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                If
      the Plan is a part of a Required Aggregation Group of plans but not part
      of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of
      plans exceeds 60 percent.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                If
      the Plan is a part of a Required Aggregation Group and part of a
      Permissive Aggregation Group of plans and the Top-Heavy Ratio for the
      Permissive Aggregation Group exceeds 60
percent.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (l)

              	
                The
      term “Top-Heavy
      Ratio” shall mean:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                While
      the Employer maintains one or more defined contribution plans (including
      any simplified employee pension plan) and the Employer has not maintained
      any defined benefit plan which during the 5-year period ending on the
      Determination Date(s) has or has had accrued benefits, the Top-Heavy Ratio
      for the Plan alone or for the Required or Permissive Aggregation Group, as
      appropriate, is a fraction, the numerator of which is the sum of the
      account balances of all Key Employees as of the Determination Date(s)
      (including any part of any account balance distributed during a one-year
      period (or, in the case of a distribution made for a reason other than
      separation from service, death or disability, a five-year period) ending
      on the Determination Date(s)) and including distributions under a
      terminated plan which, had it not been terminated, would have been
      aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code, and
      the denominator of which is the sum of all account balances (including any
      part of any account balance distributed in the one-year period (or, in the
      case of a distribution made for a reason other than separation from
      service, death or disability, a five-year period) ending on the
      Determination Date(s)) and including distributions under a terminated plan
      which, had it not been terminated, would have been aggregated with the
      Plan under Section 416(g)(2)(A)(i) of the Code, both computed in
      accordance with Section 416 of the Code.  Both the numerator and
      denominator of the Top-Heavy Ratio are adjusted to reflect any
      contribution not actually made as of the Determination Date, but which is
      required to be taken into account on that date under Section 416 of the
      Code.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                While
      the Employer maintains one or more defined contribution plans (including
      any simplified employee pension plans) and the Employer maintains or has
      maintained one or more defined benefit plans which during the 5-year
      period ending on the Determination Date(s) has or has had any accrued
      benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation
      Group as appropriate is a fraction, the numerator of which is the sum of
      account balances under the aggregated defined contribution plan or plans
      for all Key Employees, determined in accordance with Subparagraph (i)
      above, and the present value of accrued benefits under the aggregated
      defined benefit plan or plans for all Key Employees as of the
      Determination Date(s), and the denominator of which is the sum of the
      account balances under the aggregated defined contribution plan or plans
      for all participants, determined in accordance with Subparagraph (i)
      above, and the present value of accrued benefits under the defined benefit
      plan or plans for all participants as of the Determination Date(s), all
      determined in accordance with Section 416 of the Code.  The
      accrued benefits under a defined benefit plan in both the numerator and
      denominator of the Top-Heavy Ratio are adjusted for any distribution of an
      accrued benefit made in the five-year period ending on the Determination
      Date.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (iii)

              	
                For
      purposes of subparagraphs (i) and (ii) above, the value of account
      balances and the present value of accrued benefits will be determined as
      of the most recent valuation date that falls within or ends with the
      12-month period ending on the Determination Date, except as provided in
      Section 416 of the Code for the first and second plan years of a
      defined benefit plan.  Notwithstanding the foregoing, the
      account balances and accrued benefits of individuals who have not
      performed services for the Employer or any Controlled Entity at any time
      during the one-year period ending on the applicable Determination Date
      shall not be considered.  The calculation of the Top-Heavy
      Ratio, and the extent to which distributions, rollovers and transfers are
      taken into account will be made in accordance with Section 416 of the
      Code.  Deductible employee contributions shall not be taken into
      account for purposes of computing the Top-Heavy Ratio.  When
      aggregating plans the value of account balances and accrued benefits will
      be calculated with reference to the Determination Date that falls within
      the same calendar year.

              


      

       

      
        	
                 
      

              	
                (m)

              	
                The
      term “Valuation
      Date” shall mean for purposes of computing the Top-Heavy Ratio, the
      Determination Date.

              


      

       

      
        	
                 
      

              	
                (n)

              	
                The
      term “Non-Key
      Employee” shall mean any Employee who is not a Key
      Employee.

              


      

       

      17.3 Top-Heavy Minimum Allocation
Rules.

       

      The
following Top-Heavy Plan minimum allocation rules shall apply:

       

      
        	
                 
      

              	
                (a)

              	
                Except
      as otherwise provided in Paragraphs (b) and (c) below, the Employer
      contributions and forfeitures allocated on behalf of any Member who is not
      a Key Employee shall be the lesser of three percent of the non-Key
      Employee’s compensation or in the case where the Employer has no defined
      benefit plan which designates the Plan to satisfy Section 401 of the Code,
      the largest percentage of the first $150,000 of the Key Employee’s
      compensation, allocated on behalf of any Key Employee for the Plan
      Year.  Basic Contributions cannot be used to satisfy the minimum
      Section 416 contributions for non-key employees.  Further, in
      making the determination of the percentage at which contributions are made
      for the Key Employee with the highest percentage, Basic Contributions on
      behalf of Key Employees are taken into account.  Matching
      Contributions shall be taken into account for purposes of satisfying the
      minimum contribution requirements of this Section 17.3(a) and Section
      416(c)(2) of the Code.  The preceding sentence shall apply with
      respect to Matching Contributions under the Plan or, if the Plan provides
      that the minimum contribution shall be met in another plan, such other
      plan.  Matching Contributions that are used to satisfy the
      minimum contribution requirements of this Section 17.3(a) shall be treated
      as matching contributions for purposes of the actual contribution
      percentage test described in Section 4.3 and other requirements of Section
      401(m) of the Code.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (b)

              	
                The
      provisions in Paragraph (a) shall not apply to any Member who is not
      actively employed as an Eligible Employee by the Employer on the last day
      of the Plan Year for which the minimum allocation is to be
      made.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      provisions in Paragraph (a) shall not apply to any Member to the extent
      the Member is covered under any other plan or plans of the Employer, and
      by the terms of such plan or plans it is provided that the minimum
      allocation or benefit requirements applicable to Top-Heavy Plans shall be
      met in such other plan or plans.  If such other plan is, or if
      one of such other plans is, a defined benefit plan maintained by the
      Employer, and such plan is a Top-Heavy Plan, the minimum benefit
      requirements applicable to Top-Heavy Plans shall be met under such defined
      benefit plan as provided therein, to the extent such benefit can be
      provided under such plan or plans.  If such other plan is, or if
      one of such other plans is, a defined contribution plan maintained by the
      Employer, and such plan is a Top-Heavy Plan, the minimum allocation
      requirements shall be met under such plan, except as may be otherwise
      provided in such other plan.  The application and administration
      of the minimum allocation or benefit requirements for Top-Heavy Plans
      shall be satisfied in a manner so as to only satisfy the minimum
      allocation/benefit requirements as permissible and so as to avoid any
      duplication of minimum allocation/benefits for non-Key Employees, as
      provided under Section 416 of the Code.  Specifically, if any
      Member in this Plan is a Member in the Cameron International Corporation
      Retirement Plan, the minimum contribution required under this Article XVII
      shall be satisfied by applying the rules of this Section 17.3 to such
      plan.  Further, the top heavy requirements of Section 416 of the
      Code and this Article XVII of the Plan shall not apply in any year
      beginning after December 31, 2001, in which the Plan consists solely of a
      cash or deferred arrangement which meets the requirement of Section
      401(k)(12) of the Code and matching contributions with respect to which
      the requirements of Section 401(m)(11) of the Code are
      met.

              


      

       

      17.4 Top-Heavy Compensation
Limitation.

       

      The
annual compensation of any Member to be taken into account under the Plan during
any Plan Year in which the Plan is determined to be a Top-Heavy Plan shall not
exceed $150,000 (or such adjusted amount determined by the Secretary of the
Treasury pursuant to Section 416(d)(2) of the Code).

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      17.5 Top-Heavy Vesting
Provisions.

       

      In the
event that the Plan is determined to be a Top-Heavy Plan with respect to any
Plan Year, a Member who is eligible to receive the vested interest of his IAR
Account, Profit Sharing Account and/or Retirement Account (as applicable) in
accordance with the provisions of Section 7.2 shall be vested in a portion of
his IAR Account, Profit Sharing Account and/or Retirement Account as applicable,
which shall be no less than it would be under following vesting
schedule:

       

      Years of
Service                                           Vested
Percentage

       

      Less than
two
years                                                         0%

      Two but
less than three
years                                       20%

      Three but
less than four
years                                      40%

      Four but
less than five
years                                         60%

      Five
years                                                                       
100%

      


      17.6 Top-Heavy Plan/Benefit
Limitations.

       

      In any
Plan Year in which the Plan is a Top-Heavy Plan, the denominators of the defined
benefit fraction and the defined contribution fraction (as such terms are used
in applying the benefit limitation provisions of Section 415 of the Code) shall
be computed using 100 percent of the dollar limitation instead of 125
percent.

       

      


       

      [Signature
Page to Follow]

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Executed
this ___21st____ day of
December, 2007, effective for all purposes as provided above.

       

      CAMERON INTERNATIONAL

      CORPORATION

      


       

      By:    /s/   Joseph H.
Mongrain                  
     

      Name:      
Joesph H. Mongrain      

      Title:        
Vice President, Human Resources   

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ADDENDA

       

      TABLE
OF CONTENTS

      


      
        	
                Addendum

              	
                Page

              
	 
      	 
      
	
                Cameron
      Division Plant in Liberty, TX

              	
                AD-3

              
	 
      	 
      
	
                Cameron
      Division Plant in Patterson, LA

              	
                AD-4

              
	 
      	 
      
	
                Cooper
      Cameron Valves Plant in Ville Platte, LA

              	
                AD-5

              
	 
      	 
      
	
                Cooper
      Energy Services Division Plant in Houston, TX (Texcentric)

              	
                AD-6

              
	 
      	 
      
	
                Cameron
      Division Plant in Oklahoma City, OK (Demco)

              	
                AD-7

              
	 
      	 
      
	
                Wheeling
      Machine Products Division Facility in Pine Bluff, AR

              	
                AD-9

              
	 
      	 
      
	
                Cooper
      Cameron Valves Division Plant in Little Rock, AR

              	
                AD-10

              
	 
      	 
      
	
                Cooper
      Energy Services Division Plant at Ponca City, OK (Nickles)

              	
                AD-12

              
	 
      	 
      
	
                Certain
      Members Eligible for Additional Contributions

              	
                AD-13

              
	 
      	 
      
	
                Withdrawals
      of and Special Rights Pertaining to Prior Plan Amounts

              	
                AD-15

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      GEOGRAPHICAL
INDEX TO ADDENDA

      


      
        	
                Location

              	
                Page

              
	 
      	 
      
	
                Houston,
      TX

              	 
      
	
                Cooper Energy Services Division
      Plant in Houston, TX

                (Texcentric)

              	
                AD-6

              
	 
      	 
      
	
                Liberty,
      TX

              	 
      
	
                Cameron Division Plant in
      Liberty, TX

              	
                AD-3

              
	 
      	 
      
	
                Little
      Rock, AR

              	 
      
	
                Cooper
      Cameron Valves Division Plant in Little Rock, AR

              	
                 AD-10

              
	 
      	 
      
	
                Oklahoma
      City, OK

              	 
      
	
                Cameron Division Plant in
      Oklahoma City, OK (Demco)

              	
                AD-7

              
	 
      	 
      
	
                Patterson,
      LA

              	 
      
	
                Cameron Division Plant in
      Patterson, LA

              	
                AD-4

              
	 
      	 
      
	
                Pine
      Bluff, AR

              	 
      
	
                Wheeling Machine Division
      Facility Company in Pine Bluff, AR

              	
                AD-9

              
	 
      	 
      
	
                Ponca
      City, OK

              	 
      
	
                Cooper
      Energy Services Division Plant in Ponca City, OK (Nickles)

              	
                AD-12

              
	 
      	 
      
	
                Ville
      Platte, LA

              	 
      
	
                Cooper
      Cameron Valves Plant in Ville Platte, LA

              	
                AD-5

              
	 
      	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CAMERON
INTERNATIONAL CORPORATION

      RETIREMENT
SAVINGS PLAN

      


      ADDENDUM

      


      FOR
EMPLOYEES OF

      CAMERON
DIVISION PLANT AT LIBERTY, TEXAS

      


      


      Pursuant to Section 15.8 of the Cameron
International Corporation Retirement Savings Plan (“Plan”), this Addendum
relates to the Liberty, Texas plant at the Cameron Division of the
Company.

      


      A.           SPECIAL ACCOUNT FOR PRIOR
PLAN BENEFITS:

      


      A
separate subaccount shall be maintained with respect to benefits of a Member
that were transferred to the Plan (formerly the Cooper Savings Plan) from the
Cameron Salaried and Non-Bargaining Hourly Employees’ Retirement Plan and then
to the Plan.  Such separate subaccount shall be 100% vested in such
Member.

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CAMERON
INTERNATIONAL CORPORATION

      RETIREMENT
SAVINGS PLAN

      


      ADDENDUM

      


      FOR
EMPLOYEES OF

      CAMERON
DIVISION PLANT AT PATTERSON, LOUISIANA

      


      


      Pursuant to Section 15.8 of the Cameron
International Corporation Retirement Savings Plan (“Plan”), this Addendum
relates to the Patterson, Louisiana plant at the Cameron Division of the
Company.

      


      A.           SECTION 3.5 - COMPANY
RETIREMENT CONTRIBUTIONS:

      


      In
addition to the Company Retirement Contribution otherwise set forth in Section
3.5, the Company shall make the additional monthly Company Retirement
Contribution set forth below with respect to the following Members:

      


      
        	
                 

                 

                Member

              	
                 

                 

                SSN

              	 
      	
                Monthly
      Additional

                Company
      Retirement

                Contribution

              
	 
      	 
      	 
      	 
      
	
                1.  Crouch,
      Anthony J.

              	
                ###-##-####

              	 
      	
                $72.31

              
	
                2.  Gant,
      Charles

              	
                ###-##-####

              	 
      	
                72.97

              
	
                3.  Riley,
      Ronald

              	
                ###-##-####

              	 
      	
                86.56

              
	
                4.  Trahen,
      Wilfred

              	
                ###-##-####

              	 
      	
                71.61

              


      

      


      


      B.           SPECIAL ACCOUNT FOR PRIOR
PLAN BENEFITS:

      


      A
separate subaccount shall be maintained with respect to benefits of a Member
that were transferred to the Plan (formerly the Cooper Savings Plan) from the
Cameron Salaried and Non-Bargaining Hourly Employees’ Retirement Plan and then
to the Plan.  Such separate subaccount shall be 100% vested in such
Member.

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CAMERON
INTERNATIONAL CORPORATION

      RETIREMENT
SAVINGS PLAN

      


      ADDENDUM

      


      FOR
EMPLOYEES OF COOPER CAMERON VALVES PLANT

      IN
VILLE PLATTE, LOUISIANA

      


      


      Pursuant
to Section 15.8 of the Cameron International Corporation Retirement Savings Plan
(“Plan”), this Addendum relates to the Ville Platte, Louisiana plant of the
Cooper Cameron Valves Division of the Company.

      


      A.           SPECIAL ACCOUNT FOR PRIOR
PLAN BENEFITS:

      


      A
separate subaccount shall be maintained with respect to benefits of a Member
that were transferred to the Plan (formerly the Cooper Savings Plan) from the
Cameron Salaried and Non-Bargaining Hourly Employees’ Retirement Plan and then
to the Plan.  Such separate subaccount shall be 100% vested in such
Member.

      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CAMERON
INTERNATIONAL CORPORATION

      RETIREMENT
SAVINGS PLAN

      


      ADDENDUM

      


      FOR
EMPLOYEES OF THE COOPER ENERGY SERVICES

      DIVISION
AT THE HOUSTON, TEXAS PLANT

      (TEXCENTRIC)

      


      


      Pursuant
to Section 15.8 of the Cameron International Corporation Retirement Savings Plan
(“Plan”), this Addendum relates to the Houston, Texas plant at the Cooper Energy
Services Division (formerly Texcentric) of the Company.

      


      A.           SECTION 3.5 - COMPANY
RETIREMENT CONTRIBUTIONS:

      


      In
addition to the Company Retirement Contribution otherwise set forth in Section
3.5, the Company shall make the additional monthly Company Retirement
Contribution set forth below with respect to the following Members:

      


      
        	
                 

                 

                Member

              	
                 

                 

                SSN

              	 
      	
                Monthly
      Additional

                Company
      Retirement

                Contribution

              
	 
      	 
      	 
      	 
      
	
                1.  Lee,
      Willie A.

              	
                ###-##-####

              	 
      	
                $130.00

              
	
                2.  Kor,
      Jack

              	
                ###-##-####

              	 
      	
                $54.00

              
	
                3.  Shuck,
      Roger

              	
                ###-##-####

              	 
      	
                $25.00

              
	
                4.  Cunningham,
      George

              	
                ###-##-####

              	 
      	
                $75.00

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CAMERON
INTERNATIONAL CORPORATION

      RETIREMENT
SAVINGS PLAN

      


      ADDENDUM

      


      FOR
EMPLOYEES OF

      CAMERON
DIVISION PLANT AT OKLAHOMA CITY, OKLAHOMA

      (DEMCO)

      


      Pursuant to Section 15.8 of the Cameron
International Corporation Retirement Savings Plan (“Plan”), this Addendum
relates to the Oklahoma City, Oklahoma facility of the Cameron Division of the
Company (formerly Demco).

      


      A.           SECTION 3.5 - COMPANY
RETIREMENT CONTRIBUTIONS:

      


      In
addition to the Company Retirement Contribution otherwise set forth in Section
3.5, the Company shall make the additional monthly Company Retirement
Contribution with respect to each Member who was employed on September 30, 1989
at a Cooper Cameron (formerly a Cooper Industries, Inc.) facility and in an
employment classification set forth on the Additional Retiree Medical Credit
Eligibility list as set forth below; provided, however, that such amount shall
be prorated and credited to such Member’s IAR Account based upon the number of
pay periods applicable to such Member in such month during which the Member was
employed at a facility and in an employment classification set forth on the
Additional Retiree Medical Credit Eligibility List.

      


      
        	
                (1)  

              	
                Active
      members on October 1, 1989 in the Plan (formerly the Cooper Savings Plan),
      who became Members on April 1, 1995, who attained at least age 50 on
      December 31, 1989 and who elected retiree medical
  coverage.

              


      

      


      
        	
                 

                Year
      of Birth

              	 
      	
                Monthly
      Additional

                Credit
      Amount

              
	 
      	 
      	 
      
	
                1939

              	 
      	
                $60.00

              
	
                1938

              	 
      	
                $60.00

              
	
                1937

              	 
      	
                $65.00

              
	
                1936

              	 
      	
                $65.00

              
	
                1935

              	 
      	
                $70.00

              
	
                1934
      or earlier

              	 
      	
                $75.00

              


      

      


      
        	
                (2)  

              	
                Active
      Members on October 1, 1989 in the Plan (formerly the Cooper Savings Plan),
      who became Members on April 1, 1995, who attained at least age 50 on
      December 31, 1989 and who did not elect retiree medical
      coverage.

              


      

      


      
        	
                 

                Year
      of Birth

              	 
      	
                Monthly
      Additional

                Credit
      Amount

              
	
                1939

              	 
      	
                $105.00

              
	
                1938

              	 
      	
                $110.00

              
	
                1937

              	 
      	
                $115.00

              
	
                1936

              	 
      	
                $120.00

              
	
                1935

              	 
      	
                $125.00

              
	
                1934
      or earlier

              	 
      	
                $130.00

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (3)  

              	
                Active
      members on October 1, 1989 in the Plan (formerly the Cooper Savings Plan),
      who became Members on April 1, 1995, and who had not attained age 50 on
      December 31, 1989.

              


      

      


      
        	
                 

                Year
      of Birth

              	 
      	
                Monthly
      Additional

                Credit
      Amount

              
	
                1964
      or later

              	 
      	
                $10.00

              
	
                1963

              	 
      	
                $11.00

              
	
                1962

              	 
      	
                $13.00

              
	
                1961

              	 
      	
                $15.00

              
	
                1960

              	 
      	
                $17.00

              
	
                1959

              	 
      	
                $19.00

              
	
                1958

              	 
      	
                $21.00

              
	
                1957

              	 
      	
                $23.00

              
	
                1956

              	 
      	
                $25.00

              
	
                1955

              	 
      	
                $27.00

              
	
                1954

              	 
      	
                $29.00

              
	
                1953

              	 
      	
                $31.00

              
	
                1952

              	 
      	
                $34.00

              
	
                1951

              	 
      	
                $37.00

              
	
                1950

              	 
      	
                $40.00

              
	
                1949

              	 
      	
                $44.00

              
	
                1948

              	 
      	
                $48.00

              
	
                1947

              	 
      	
                $52.00

              
	
                1946

              	 
      	
                $54.00

              
	
                1945

              	 
      	
                $60.00

              
	
                1944

              	 
      	
                $65.00

              
	
                1943

              	 
      	
                $70.00

              
	
                1942

              	 
      	
                $75.00

              
	
                1941

              	 
      	
                $80.00

              
	
                1940

              	 
      	
                $90.00

              


      

      


      B.           SPECIAL ACCOUNT FOR PRIOR
PLAN BENEFITS:

      


      A
separate subaccount shall be maintained with respect to benefits of a Member
that were transferred to the Plan (formerly the Cooper Savings Plan) from the
Demco Pension Plan for Hourly and  Non-Exempt Salaried Employees and
then to the Plan.  Such separate subaccount shall be 100% vested in
such Member.

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CAMERON
INTERNATIONAL CORPORATION

      RETIREMENT
SAVINGS PLAN

      


      ADDENDUM

      


      FOR
EMPLOYEES OF THE WHEELING MACHINE PRODUCTS DIVISION FACILITY

      AT
PINE BLUFF, ARKANSAS

      


      Pursuant to Section 15.8 of the Cameron
International Corporation Retirement Savings Plan (“Plan”), this Addendum
relates to the Pine Bluff, Arkansas facility of the Wheeling Machine Products
Division of the Company.

      


      A.           SPECIAL ACCOUNT FOR PRIOR
PLAN BENEFITS:

      


      A
separate subaccount shall be maintained with respect to benefits of a Member
that were transferred to the Cooper Savings Plan from the Pension Plan for
Hourly Employees in the Pine bluff, Arkansas Facilities and then to the
Plan.  Such separate subaccount shall be 100% vested in such
Member.

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CAMERON
INTERNATIONAL CORPORATION

      RETIREMENT
SAVINGS PLAN

      


      ADDENDUM

      


      FOR
EMPLOYEES OF COOPER CAMERON VALVES DIVISION PLANT AT LITTLE ROCK,
ARKANSAS

      


      Pursuant to Section 15.8 of the Cameron
International Corporation Retirement Savings Plan (“Plan”), this Addendum
relates to the Cooper Cameron Valves Plant of the Company in Little Rock,
Arkansas (formerly Orbit Valve).

      


      A.           SPECIAL ACCOUNT FOR PRIOR
PLAN BENEFITS:

      


      Separate
sub-accounts shall be maintained with respect to benefits of a Member (an “Orbit
Member”) that were transferred to the Plan from the Orbit Valve Company Profit
Sharing Plan (the “Orbit Profit Sharing Plan”) and the Orbit Valve Company
Employee Savings Plan (the “Orbit Savings Plan”).  Amounts in such
separate sub-accounts that are attributable to a Member’s Matching and Profit
Sharing Contribution Accounts under the Orbit Savings Plan and a Member’s
Account under the Orbit Profit Sharing Plan shall respectively vest in
accordance with the vesting schedule contained in the plans from which such
amounts were transferred, which is set forth below:

      


      
        	
                YEARS OF
      SERVICE

              	
                NONFORFEITABLE
      PERCENTAGE

              


      

       

      
        	
                0-4

              	
                   0%

              


      

      
        	
                5
      or more

              	
                100%

              


      

       

      In
addition to the lump sum method of distribution of benefits set forth in Section
10.2 of the Plan, an Orbit Member may elect to receive his such separate
sub-accounts in periodic installment payments for any term not extending beyond
the life expectancy of such Member or the joint and last survivor expectancy of
such Member and a designated beneficiary.  An Orbit Member may make
such an election only if the method of payment of any such form is in compliance
with Section 401(a)(9) of the Code and applicable Treasury regulations
thereunder.

       

      In
addition to the lump sum method of distribution of benefits set forth in Section
11.4 of the Plan, the beneficiary of an Orbit Member may elect to receive
payment of the separate sub-accounts of the deceased Orbit Member in periodic
installments for any term not extending beyond the life expectancy of such
beneficiary so long as the method of payment of such form is compliance with
Section 401(a)(9) of the Code and applicable treasury regulations
thereunder.  A beneficiary’s election as to the method of distribution
of such separate sub-accounts must be made within the 90-day period ending on
the first day of the first period for which an amount is payable to such
beneficiary.  If a beneficiary fails to make an election within such
90-day period, the separate sub-accounts of the deceased Orbit Member will be
paid to such beneficiary in one lump sum.  If a beneficiary properly
elects to receive payments in periodic installments, after such installment
payments commence, the beneficiary will have the option to reduce the period
over which such installments shall be made with the payments being adjusted
accordingly.  Upon the death of such beneficiary, the remaining
balance in the separate sub-account will be paid as soon as administratively
possible in one lump sum cash payment, to the beneficiary’s executor or to his
heirs at law if there is no administration of such beneficiary’s
estate.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      In
addition to the withdrawal rights contained in Section 8.2 of the Plan, Orbit
Members who participated in the Orbit Profit Sharing Plan may withdraw all or
any part of the vested amount of their Employer profit sharing contributions
credited to their Matching Account after attaining age 591⁄2; provided, however,
that such Members may only exercise such withdrawal rights once during every
six-month period of a calendar year.  Furthermore, an Orbit Member who
participated in the Orbit Profit Sharing Plan with less than five years of
Vesting Service may not withdraw amounts which would reduce the Matching Account
balance below the aggregate Employer profit sharing contribution amounts
allocated to such Member’s Participation Account during the two Plan Years
preceding the Plan merger date.

       

      In
addition to the withdrawal rights contained in Section 8.2 of the Plan, an Orbit
Member who participated in the Orbit Savings Plan may withdraw all or any part
of his sub-accounts attributable to his Elective Contribution Account under such
plan after attaining age 591⁄2; provided, however, that such a Member may only
exercise such withdrawal rights once during every six-month period of a calendar
year.

      


      Additional
rights and restrictions that apply with respect to such separate sub-accounts
are described in the instruments entitled “Merged Orbit Valve Company Employee
Savings Plan With and Into Cooper Cameron Retirement Savings Plan” and “Merger
of Orbit Valve Company Profit Sharing Plan With and Into Cameron International
Corporation Retirement Savings Plan.

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      CAMERON
INTERNATIONAL CORPORATION

      RETIREMENT
SAVINGS PLAN

      


      ADDENDUM

      


      FOR
EMPLOYEES OF

      COOPER
ENERGY SERVICES DIVISION PLANT AT PONCA CITY, OKLAHOMA (NICKLES)

      


      Pursuant to Section 15.8 of the Cameron
International Corporation Retirement Savings Plan (“Plan”), this Addendum
relates to the Ponca City, Oklahoma plant at the Cooper Energy Services Division
(formerly Nickles) of the Company.

      


      A.           SPECIAL ACCOUNT FOR PRIOR
PLAN BENEFITS:

      


      A
separate sub-account shall be maintained under each Plan Account, with respect
to the benefits of a Member that was transferred to the Plan from the Nickles
Machine Corporation Defined Contribution Matching Plan and Trust (the “Nickles
Plan”).

      


      In
addition to the in service withdrawal rights contained in Section 8.2 of the
Plan, such a Member shall be permitted to withdraw all or any part of the
separate sub-account portion of his Supplemental Account under the Plan at any
time.  Further, after he attains age 591⁄2, such a Member shall be
permitted to withdraw any amount credited to such separate sub-accounts;
provided, however, that a withdrawal made pursuant to this sentence may be in
any amount and may be made up to two times in any 12 month
period.  Additional forms for distribution of benefits to such Members
and their beneficiaries, which were initially preserved in connection with the
transfer of account balances from the Nickles Plan to the Plan, were eliminated
in accordance with Treasury Regulation § 1.411(d)-4 Q & A2(e).

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CAMERON
INTERNATIONAL CORPORATION

      RETIREMENT
SAVINGS PLAN

      


      ADDENDUM

      


      FOR
CERTAIN MEMBERS ELIGIBLE FOR ADDITIONAL CONTRIBUTIONS

      


      Pursuant
to Section 15.8 of the Cameron International Corporation Retirement Savings Plan
(“Plan”), this Addendum relates to certain Members (the “Eligible Members”) who
shall be eligible to receive additional contributions determined as
follows:

      


      In
addition to the contributions otherwise made pursuant to Article III, the
Additional Contributions Account (as defined below) of each Member who was
employed by Cooper Industries, Inc. on September 30, 1989, at a facility
and in an employment classification set forth on the Cooper Industries, Inc.
Additional Retiree Medical Credit Eligibility List, shall be credited with the
applicable monthly amount set forth below with respect to such Member; provided,
however, that such amount shall be prorated and credited to such Member’s
Account based upon the number of pay periods applicable to such Member in such
month during which the Member was employed at a facility and in an employment
classification set forth on the Cooper Industries, Inc. Additional Retiree
Medical Credit Eligibility List.

      


      
        	
                 
      

              	
                A.

              	
                Active
      members in the Cooper Industries, Inc. Salaried Employees’ Retirement Plan
      (the “Prior Plan”) on October 1, 1989, who became Members of the Cooper
      Cameron Corporation Retirement Plan (the “Retirement Plan”) on January 1,
      1995, who attained at least age 50 on
      December 31, 1989 and who elected retiree medical
      coverage

              	 


      

      


      
        	
                Year of Birth

              	
                Monthly
      Additional

                Contribution Amount

              
	
                1939

              	
                $60.00

              
	
                1938

              	
                $60.00

              
	
                1937

              	
                $65.00

              
	
                1936

              	
                $65.00

              
	
                1935

              	
                $70.00

              
	
                1935 or earlier

              	
                $75.00

              


      

      


      
        	
                 
      

              	
                B.

              	
                Active
      members in the Prior Plan on October 1, 1989, who became Members of the
      Retirement Plan on January 1, 1995, who attained at least age 50 on
      December 31, 1989 and who did not elect
      retiree medical coverage

              	 


      

      


      
        	
                Year of Birth

              	
                Monthly
      Additional

                Contribution Amount

              
	
                1939

              	
                $105.00

              
	
                1938

              	
                $110.00

              
	
                1937

              	
                $115.00

              
	
                1936

              	
                $120.00

              
	
                1935

              	
                $125.00

              
	
                1934 or earlier

              	
                $130.00

              


      

      


      
        	
                 
      

              	
                C.

              	
                Active
      members in the Prior Plan on October 1, 1989, who became members on January 1, 1995,
      and who had not attained age 50 on December 31,
1989

              	 


      

      


      
        	
                Year of Birth

              	
                Monthly
      Additional

                Contribution Amount

              
	
                1964 or later

              	
                $10.00

              
	
                1963

              	
                $11.00

              
	
                1962

              	
                $13.00

              
	
                1961

              	
                $15.00

              
	
                1960

              	
                $17.00

              
	
                1959

              	
                $19.00

              
	
                1958

              	
                $21.00

              
	
                1957

              	
                $23.00

              
	
                1956

              	
                $25.00

              
	
                1955

              	
                $27.00

              
	
                1954

              	
                $29.00

              
	
                1953

              	
                $31.00

              
	
                1952

              	
                $34.00

              
	
                1951

              	
                $37.00

              
	
                1950

              	
                $40.00

              
	
                1949

              	
                $44.00

              
	
                1948

              	
                $48.00

              
	
                1947

              	
                $52.00

              
	
                1946

              	
                $54.00

              
	
                1945

              	
                $60.00

              
	
                1944

              	
                $65.00

              
	
                1943

              	
                $70.00

              
	
                1942

              	
                $75.00

              
	
                1941

              	
                $80.00

              
	
                1940

              	
                $90.00

              


      

      


      Such
additional contributions shall be referred to herein as the “Additional
Contributions.”  The Additional Contributions of an Employer for any
month shall be considered allocated to the Eligible Members’ Accounts for whom
such contributions are made no later than the last day of the Plan Year for
which they are made, as determined pursuant to this Addendum.  The
Additional Contributions shall be credited to an eligible Member’s Additional
Contributions Account (as defined below) on the date such Additional
Contributions are received by the Trust and shall be invested in the Fund or
Funds selected by the Eligible Member in accordance with the provisions of
Section 5.2.  The term “Additional Contributions Account” shall mean
the Separate Account established on behalf of each Eligible Member, to which
Additional Contributions are credited in accordance with this
Addendum.  An Eligible Member shall be 100 percent vested in the
balance of his Additional Contributions Account.  In the case of an
Eligible Member, references in the Plan to a Member’s or Inactive Member’s
“Separate Accounts” shall be deemed to include such Member’s Additional
Contributions Account.  Additional Contributions shall be considered
“Annual Additions” under and subject to the limitations of Article
XVI.  Additional Contributions shall be distributed under the
provisions of Articles X and XI in the same manner as an Eligible Member’s
Retirement Contributions Account.

      


      Notwithstanding
anything to the contrary provided in this Addendum, if any Eligible Member is
entitled to receive additional Company Retirement Contributions in an equal
monthly amount pursuant to any other Addendum to the Plan, such Eligible Member
shall not be eligible to receive Additional Contributions pursuant to this
Addendum.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CAMERON
INTERNATIONAL CORPORATION

      RETIREMENT
SAVINGS PLAN

      


      ADDENDUM

      


      WITHDRAWALS
OF AND SPECIAL RIGHTS PERTAINING TO PRIOR PLAN AMOUNTS

      


      


      Pursuant to Sections 8.4 and 15.8 of
the Cameron International Corporation Retirement Savings Plan (“Plan”), this
Addendum sets forth additional withdrawal rights available to certain Members or
Inactive Members whose Separate Accounts include amounts that were transferred
to the Plan in a plan merger or plan-to-plan transfer.  For purposes
of this Addendum, the term “Grandfathered Subaccounts” shall mean the
subaccounts under the respective Plan accounts that were created at the time of
the applicable plan merger or plan-to-plan transfer for the transferred amounts
and earnings thereon in order to preserve optional forms of benefit and rights
described in this Addendum.

      


      


      Petreco International, Inc.
401(k) Profit Sharing Plan

      


      A.           Withdrawals.  A
Member or Inactive Member who was a participant in the Petreco International,
Inc. 401(k) Profit Sharing Plan (the “Petreco Plan”), who had amounts
transferred to the Plan in connection with the merger of the Petreco Plan with
and into the Plan, and who is receiving compensation from a Controlled Entity
may withdraw any or all of his Grandfathered Subaccount (to the extent vested)
under his Rollover/Transfer Account under the Plan at any time.

      


      B.           Vesting.  Notwithstanding
anything to the contrary in the Plan, each Petreco Participant who was employed
by Petreco International, Inc. or a member of its controlled group on January 1,
2002 shall have a 100% fully vested and nonforfeitable interest in his Profit
Sharing Account under the Plan.

      


      Cooper Cameron Corporation
Savings-Investment Plan for Hourly Employees

      


      


      A.           Withdrawals.  A
Member or Inactive Member a who was a participant in the Cooper Cameron
Corporation Savings-Investment Plan for Hourly Employees (the “Brookshire
Plan”), who had amounts transferred to the Plan in connection with the merger of
the Brookshire Plan with and into the Plan, and who is receiving compensation
from a Controlled Entity may withdraw all (but not less than all) of the
balances of his Grandfathered Subaccount(s) (to the extent vested) under his
Matching and/or Supplemental Accounts under the Plan at any time.  A
Member or Inactive Member who makes such a withdrawal shall be suspended from
making contributions to the Plan for a period of at least six months after the
date of such withdrawal and shall not be permitted to make another withdrawal
pursuant to Article VIII of the Plan until he has resumed making Basic
Contributions for at least 12 months.

      


      AOP Industries, Inc. 401(k)
Plan

      


      A.           Withdrawals.  A
Member or Inactive Member who was a participant in the AOP Industries, Inc.
401(k) Plan (the “AOP Plan”), who had amounts transferred to the Plan in
connection with the merger of the AOP Plan with and into the Plan, and who is
receiving compensation from a Controlled Entity may withdraw all or any part of
his Grandfathered Subaccount (to the extent vested) under his Rollover/Transfer
Account under the Plan at any time.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      B.           Vesting.  A Member
or Inactive Member a who was a participant in the AOP Plan and who had amounts
transferred to the Plan in connection with the merger of the AOP Plan with and
into the Plan shall be vested in his Profit Sharing Account under the Plan in
accordance with the vesting schedule set forth in Section 6.4(b) of the AOP Plan
provided that such AOP Participant had three or more Years of Vesting Service
under the AOP Plan as of the April 8, 2005.  In the case of an AOP
Participant who did not have three or more Years of Vesting Service under the
AOP Plan as of the April 8, 2005, notwithstanding anything in Section 7.2 of the
Plan to the contrary, as of April 8, 2005, such participant shall have a Vested
Interest in his Profit Sharing Account under the Plan equal to the Vested
portion of such participant’s Discretionary Contributions Subaccount under the
AOP Plan immediately prior to April 8, 2005 and thereafter his Vested Interest
shall increase (but never decrease, except in the case of a loss of Vesting
Service pursuant to Section 7.7 of the Plan) in accordance with Section 7.2 of
the Plan based on additional years of Vesting Service (if any) earned by such
participant after April 8, 2005.

      


      Dresser, Inc. Retirement and
Savings Plan

      


      


      A.           Withdrawals.  A
Member or Inactive Member who was a participant in the Dresser, Inc. Retirement
and Savings Plan (the “Dresser Plan”), who had amounts transferred to the Plan
in connection with a direct plan-to-plan of certain accounts under the Dresser
Plan into the Plan, and who is receiving compensation from a Controlled Entity
may withdraw all or any part of the Grandfathered Subaccount portion of his
Rollover/Transfer Account, to the extent then vested, at any time.

       

      B.           Vesting.  A
Member or Inactive Member a who was a participant in the Dresser Plan, who had
amounts transferred to the Plan in connection with the direct plan-to-plan
transfer of certain accounts under the Dresser Plan into the Plan (a “Dresser
Transferee”), and who had any amount credited to his Profit Sharing Account
under the Dresser Plan as of January 1, 2006 shall be vested in his Profit
Sharing Account under the Plan in accordance with the vesting schedule set forth
in Sections 8.3(b) and 8.3(c) of the Dresser Plan as of January 1,
2006.   The Vested Interest of each Dresser Transferree in all
other amounts transferred from the Dresser Plan to the Plan in connection with
such plan-to-plan transfer shall be 100%.

       

      NuFlo Technologies, Inc.
401(k) Plan

       

      A.           Withdrawals.  A
Member or Inactive Member a who was a participant in the NuFlo Technologies,
Inc. 401(k) (the “NuFlo Plan”), who had amounts transferred to the Plan in
connection with the merger of the NuFlo Plan with and into the Plan, and who is
receiving compensation from a Controlled Entity may withdraw all or any part of
his Grandfathered Subaccount (to the extent vested) under his Rollover/Transfer
Account under the Plan at any time.

       

      B.           Vesting.  A Member
or Inactive Member a who was a participant in the NuFlo Plan and who had amounts
transferred to the Plan in connection with the merger of the NuFlo Plan with and
into the Plan shall be vested in his Nonelective Account under the Plan in
accordance with the vesting schedule set forth in Section 1.15(b) of the NuFlo
Plan Adoption Agreement provided that such participant had three or more Years
of Vesting Service under the NuFlo Plan as of January 1, 2006.  In the
case of a NuFlo Participant who did not have three or more Years of Vesting
Service under the NuFlo Plan as of January 1, 2006, then, as of January 1,
2006, such participant shall have a Vested Interest in his Nonelective Account
under the Plan equal to the Vested portion of such participant’s Nonelective
Employer Contributions subaccount under the NuFlo Plan immediately prior to
January 1, 2006, and thereafter his Vested Interest shall increase (but never
decrease, except in the case of a loss of Vesting Service pursuant to Section
7.7 of the Plan) in accordance with the vesting schedule in Section 7.2 of the
Plan based on additional years of Vesting Service (if any) earned by such
participant after January 1, 2006.