ex10-21.htm


    

      


       

      Exhibit
10.21

       

      


       

      ______________________________________________________

       

      INDIVIDUAL
ACCOUNT RETIREMENT PLAN

       

      FOR

       

      BARGAINING
UNIT EMPLOYEES

       

      AT
THE CAMERON INTERNATIONAL CORPORATION

       

      BUFFALO,
NEW YORK PLANT

       

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

       

      ______________________________________________________

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

       

      
        	 
      	 
      	
                PAGE

              
	
                I.

              	
                DEFINITIONS
      AND CONSTRUCTION

              	
                2

              
	
                II.

              	
                MEMBERSHIP

              	
                7

              
	
                III.

              	
                CONTRIBUTIONS

              	
                8

              
	
                IV.

              	
                ALLOCATIONS
      AND ADJUSTMENTS TO ACCOUNTS

              	
                11

              
	
                V.

              	
                RETIREMENT
      BENEFITS

              	
                12

              
	
                VI.

              	
                DEATH
      BENEFITS

              	
                13

              
	
                VII.

              	
                DISABILITY
      BENEFITS

              	
                14

              
	
                VIII.

              	
                BENEFITS
      FOR OTHER TERMINATION OF EMPLOYMENT; VESTING

              	
                15

              
	
                IX.

              	
                TIME
      AND MANNER OF BENEFIT PAYMENT

              	
                17

              
	
                X.

              	
                PLAN
      ADMINISTRATION

              	
                29

              
	
                XI.

              	
                FUNDING
      AGENT; ADMINISTRATION OF PLAN ASSETS

              	
                31

              
	
                XII.

              	
                FIDUCIARY
      RESPONSIBILITIES

              	
                34

              
	
                XIII.

              	
                AMENDMENTS
      TO THE PLAN

              	
                35

              
	
                XIV.

              	
                PLAN
      TERMINATION; PLAN MERGER OR CONSOLIDATION

              	
                36

              
	
                XV.

              	
                VESTING
      SERVICE; HOUR OF SERVICE

              	
                37

              
	
                XVI.

              	
                MISCELLANEOUS

              	
                39

              
	
                XVII.

              	
                TAX
      DEFERRED SAVINGS CONTRIBUTIONS

              	
                41

              


      

      


       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                TABLE
      OF CONTENTS

                 

              
	 
      	
                PAGE

              
	
                I.  DEFINITIONS
      AND CONSTRUCTION

              	 
      
	
                1.0  Definitions

              	
                2

              
	 
      	
                (1)  Account

              	
                2

              
	
                 

              	
                (2)  Account
      Balance

              	
                2

              
	 
      	
                (3)  Allocation
      Date

              	
                2

              
	 
      	
                (4)  Allocation
      Month

              	
                2

              
	 
      	
                (5)  Allocation
      Year

              	
                2

              
	 
      	
                (6)  Benefit
      Disbursement Date

              	
                2

              
	 
      	
                (7)  Code

              	
                2

              
	 
      	
                (8)  Company

              	
                2

              
	 
      	
                (9)  Company
      Contribution

              	
                2

              
	 
      	
                (10)  Company
      Stock

              	
                2

              
	 
      	
                (11)  Company
      Stock Fund

              	
                2

              
	 
      	
                (12)  Contribution
      Amount

              	
                2

              
	 
      	
                (13)  Contribution
      Hour

              	
                3

              
	 
      	
                (14)  Controlled
      Entity

              	
                3

              
	 
      	
                (15)  Effective
      Date

              	
                3

              
	 
      	
                (16)  Eligible
      Employee

              	
                3

              
	 
      	
                (17)  Eligible
      Retirement Plan

              	
                3

              
	 
      	
                (18)  Eligible
      Rollover Distribution

              	
                3

              
	 
      	
                (19)  Eligible
      Surviving Spouse

              	
                4

              
	 
      	
                (20)  Employee

              	
                4

              
	 
      	
                (21)  Employer

              	
                4

              
	 
      	
                (22)  ERISA

              	
                4

              
	 
      	
                (23)  Funding
      Agent

              	
                4

              
	 
      	
                (24)  Hour
      of Service

              	
                4

              
	 
      	
                (25)  Leased
      Worker

              	
                4

              
	 
      	
                (26)  Leave
      of Absence

              	
                5

              
	 
      	
                (27)  Member

              	
                5

              
	 
      	
                (28)  One-Year
      Break-In-Service

              	
                5

              
	 
      	
                (29)  Plan

              	
                5

              
	 
      	
                (30)  Plan
      Year

              	
                5

              
	 
      	
                (31)  Retirement
      Age

              	
                5

              
	 
      	
                (32)  Retirement
      Date

              	
                6

              
	 
      	
                (33)  Rollover
      Contributions

              	
                6

              
	 
      	
                (34)  Service

              	
                6

              
	 
      	
                (35)  Tax
      Deferred Savings Contributions

              	
                6

              
	 
      	
                (36)  Total
      and Permanent Disability

              	
                6

              
	 
      	
                (37)  Vested
      Interest

              	
                6

              
	 
      	
                (38)  Vesting
      Service

              	
                6

              
	
                1.02

              	
                Number
      and Gender

              	
                6

              
	
                1.03

              	
                Headings

              	
                6

              
	
                II.  MEMBERSHIP

              	
                7

              
	
                2.01

              	
                Initial
      Membership

              	
                7

              
	
                2.02

              	
                Membership
      Classification

              	
                7

              
	
                2.03

              	
                Reemployment
      Membership

              	
                7

              
	
                III.  CONTRIBUTIONS

              	
                8

              
	
                3.01

              	
                Plan
      Contributions

              	
                8

              
	
                3.02

              	
                Amount
      of Company Contributions

              	
                8

              
	
                3.03

              	
                Payment
      of Company Contributions

              	
                8

              
	
                3.04

              	
                Reinstatement
      Contributions

              	
                8

              
	
                3.05

              	
                Return
      of Company Contributions

              	
                9

              
	
                3.06

              	
                Rollover
      Contributions

              	
                9

              
	
                IV.  ALLOCATIONS
      AND ADJUSTMENTS TO ACCOUNTS

              	
                11

              
	
                4.01

              	
                Allocations
      of Contributions

              	
                11

              
	
                4.02

              	
                Valuation
      of Accounts

              	
                11

              
	
                4.03

              	
                Statutory
      Limitations on Certain Allocations

              	
                11

              
	
                V.  RETIREMENT
      BENEFITS

              	
                12

              
	
                VI.  DEATH
      BENEFITS

              	
                13

              
	
                6.01

              	
                Death
      Benefits

              	
                13

              
	
                6.02

              	
                Designation
      of Beneficiaries

              	
                13

              
	
                6.03

              	
                Beneficiary
      in Absence of a Designated Beneficiary

              	
                13

              
	
                6.04

              	
                Spousal
      Consent to Beneficiary Designation

              	
                13

              
	
                VII.  DISABILITY
      BENEFITS

              	
                14

              
	
                7.01

              	
                Amount
      of Disability Benefit

              	
                14

              
	
                VIII.
      BENEFITS FOR OTHER TERMINATION OF EMPLOYMENT; VESTING

              	
                15

              
	
                8.01

              	
                Benefits
      for Other Termination of Employment

              	
                15

              
	
                8.02

              	
                Vested
      Interest

              	
                15

              
	
                8.03

              	
                Forfeitures

              	
                15

              
	
                8.04

              	
                Restoration
      of Forfeitures

              	
                16

              
	
                IX.  TIME
      AND MANNER OF BENEFIT PAYMENT

              	
                17

              
	
                9.01

              	
                Benefit
      Commencement

              	
                17

              
	
                9.02

              	
                Minimum
      Distribution Requirements

              	
                19

              
	
                9.03

              	
                Benefit
      Payment Forms

              	
                22

              
	
                9.04

              	
                Payment
      of Death Benefits

              	
                25

              
	
                9.05

              	
                Lump
      Sum Cash-Out

              	
                27

              
	
                9.06

              	
                Commercial
      Annuities

              	
                28

              
	
                9.07

              	
                Actuarial
      Equivalency

              	
                28

              
	
                9.08

              	
                Eligible
      Rollover Distributions

              	
                28

              
	
                X.  PLAN
      ADMINISTRATION

              	
                29

              
	
                10.01

              	
                Plan
      Administrator

              	
                29

              
	
                10.02

              	
                Authority
      of the Company

              	
                29

              
	
                10.03

              	
                Action
      by the Company

              	
                29

              
	
                10.04

              	
                Claims
      Review Procedure

              	
                29

              
	
                10.05

              	
                Qualified
      Domestic Relations Order

              	
                30

              
	
                10.06

              	
                Indemnification

              	
                30

              
	
                XI.  FUNDING
      AGENT; ADMINISTRATION OF PLAN ASSETS

              	
                31

              
	
                11.01

              	
                Funding
      Agent

              	
                31

              
	
                11.02

              	
                Company
      Stock Fund

              	
                31

              
	
                11.03

              	
                Administration
      of Plan Assets

              	
                31

              
	
                11.04

              	
                Authorization
      of Benefit Payments and Distributions

              	
                32

              
	
                11.05

              	
                Voting
      of Company Stock in the Company Stock Fund

              	
                32

              
	
                XII.  FIDUCIARY
      RESPONSIBILITIES

              	
                34

              
	
                12.01

              	
                General
      Allocation of Duties

              	
                34

              
	
                12.02

              	
                Fiduciary
      Liability

              	
                34

              
	
                12.03

              	
                Delegation
      and Allocation

              	
                34

              
	
                XIII.  AMENDMENTS
      TO THE PLAN

              	
                35

              
	
                13.01

              	
                Plan
      Amendments

              	
                35

              
	
                13.02

              	
                Limitations
      on Plan Amendment

              	
                35

              
	
                13.03

              	
                Election
      of Former Schedule

              	
                35

              
	
                XIV.  PLAN
      TERMINATION; PLAN MERGER OR CONSOLIDATION

              	
                36

              
	
                14.01

              	
                Right
      to Terminate or Discontinue

              	
                36

              
	
                14.02

              	
                Plan
      Termination or Discontinuance of Contributions

              	
                36

              
	
                14.03

              	
                Merger,
      Consolidation or Transfer of Assets

              	
                36

              
	
                XV.  VESTING
      SERVICE; HOUR OF SERVICE

              	
                37

              
	
                15.01

              	
                Vesting
      Service

              	
                37

              
	
                15.02

              	
                Hour
      of Service

              	
                37

              
	
                XVI.  MISCELLANEOUS

              	
                39

              
	
                16.01

              	
                Non-Guarantee
      of Employment

              	
                39

              
	
                16.02

              	
                Payments
      Solely from Plan Assets

              	
                39

              
	
                16.03

              	
                Facility
      of Payment

              	
                39

              
	
                16.04

              	
                Non-Alienation
      of Benefits

              	
                39

              
	
                16.05

              	
                Exclusive
      Benefit

              	
                39

              
	
                16.06

              	
                Transferred
      Employment

              	
                39

              
	
                16.07

              	
                Severability

              	
                40

              
	
                16.08

              	
                Applicable
      Law

              	
                40

              
	
                16.09

              	
                Internal
      Revenue Service Approval

              	
                40

              
	
                16.01

              	
                Uniformed
      Services Employment and Reemployment Rights Act
    Requirements

              	
                40

              
	
                XVII.  TAX
      DEFERRED SAVINGS CONTRIBUTIONS

              	 
      
	
                17.01

              	
                Tax
      Deferred Savings Contribution Election

              	
                41

              
	
                17.02

              	
                Change
      of Tax Deferred Savings Contribution Election

              	
                41

              
	
                17.03

              	
                Limitation
      on Tax Deferred Savings Contributions

              	
                41

              
	
                17.04

              	
                Excess
      Tax Deferred Savings Contributions

              	
                42

              
	
                17.05

              	
                Investment
      and Administration of Tax Deferred Savings Contributions

              	
                42

              
	
                17.06

              	
                Vesting

              	
                42

              
	
                17.07

              	
                Distribution
      of Tax Deferred Savings Contributions

              	
                42

              
	 
      	 
      	 
      
	
                APPENDIX
      A  Section 415 LIMITATIONS

              	
                A-1

              
	
                APPENDIX
      B  HISTORICAL COLLECTIVELY BARGAINED

              	 
      
	
                CONTRIBUTION
      RATES

              	
                B-1

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      INDIVIDUAL
ACCOUNT RETIREMENT PLAN

       

      FOR

       

      BARGAINING
UNIT EMPLOYEES

       

      AT
THE CAMERON INTERNATIONAL CORPORATION

       

      BUFFALO,
NEW YORK PLANT

       

      (January
1, 2008 Restatement)

       

      PREAMBLE

       

      WHEREAS, Cooper Industries,
Inc. established the Individual Account Retirement Plan for Bargaining Unit
Employees at the Buffalo, New York Plant (the “Plan”), effective as of
January 1, 1988, for the benefit of hourly employees represented by the
International Association of Machinists and Aerospace Workers, Local Lodge No.
330, District No. 65 (formerly District No. 76), at its Buffalo, New York
facility;

       

      WHEREAS, Cameron International
Corporation (the “Company”), which was formerly named Cooper Cameron
Corporation, assumed the Plan as of January 1, 1995;

       

      WHEREAS, the Plan has been
renamed the Individual Account Retirement Plan for Bargaining Unit Employees at
the Cameron International Corporation Buffalo, New York Plant; 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 amended and restated in its entirety as follows with no interruption in
time, effective as of January 1, 2008, except as otherwise indicated
herein.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      I.           DEFINITIONS AND
CONSTRUCTION

       

      1.01 Definitions

       

      .  Where
the following words and phrases appear in the Plan, they shall have the
respective meanings set forth below, unless their context clearly indicates to
the contrary.

       

      
        	
                (1)  

              	
                Account

              


      

       

      An
individual account established for each Eligible Employee who becomes a
Member.  Such account shall be established, maintained, and
administered as provided in Article IV.

       

      
        	
                (2)  

              	
                Account
      Balance

              


      

       

      The
balance credited to the Account of a Member as of any relevant date, to be
determined as provided in Article IV.

       

      
        	
                (3)  

              	
                Allocation
      Date

              


      

       

      Any date
within an Allocation Year on which Contribution Amounts are allocated as
provided in Section 4.02.  An “Annual Allocation Date” shall be the
last day of an Allocation Year.

       

      
        	
                (4)  

              	
                Allocation
      Month

              


      

       

      A period
of time which coincides with a calendar month and for which the Company makes
contributions pursuant to Section 3.02.

       

      
        	
                (5)  

              	
                Allocation
      Year

              


      

       

      A period
of time which coincides with a Plan Year and for which the Company makes
contributions pursuant to Section 3.02.

       

      
        	
                (6)  

              	
                Benefit Disbursement
      Date

              


      

       

      With
respect to each Member, the date the first payment is made pursuant to the Plan
to provide a benefit for such Member or his Beneficiary.  In the case
of an annuity, the Benefit Disbursement Date shall be the first day of the first
period for which a payment is payable as an annuity and in the case of a benefit
payable in a form other than an annuity, the Benefit Disbursement Date shall be
the first day on which all events have occurred which entitle a Member to such
benefit.

       

      
        	
                (7)  

              	
                Code

              


      

       

      The
Internal Revenue Code of 1986, and the regulations issued thereunder, as amended
from time to time.

       

      
        	
                (8)  

              	
                Company

              


      

       

      Cameron
International Corporation, which as of January 1, 1995, shall be the plan
sponsor of the Plan.

       

      
        	
                (9)  

              	
                Company
      Contribution

              


      

       

      The
contributions made to the Plan by the Company in accordance with the provisions
of Section 3.02.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      
        	
                (10)  

              	
                Company
      Stock

              


      

       

      The
common stock of Cameron International Corporation.

       

      
        	
                (11)  

              	
                Company Stock
      Fund

              


      

       

      The
investment fund established to invest in Company Stock and maintained pursuant
to the provisions of Section 11.01(a).

       

      
        	
                (12)  

              	
                Contribution
      Amount

              


      

       

      The
amount of Company Contribution made with respect to each Member as provided in
Section 3.02.

       

      
        	
                (13)  

              	
                Contribution
      Hour

              


      

       

      An hour
of active employment while an active Member of the Plan for which such Member
receives pay from the Company, including overtime, holidays, personal days and
vacation hours.  A Contribution Hour shall not include any paid hours
for any other absence or other periods during which no duties are performed for
the Company.

       

      
        	
                (14)  

              	
                Controlled
      Entity

              


      

       

      Each
corporation that is a member of a controlled group of corporations, within the
meaning of Section 1563(a) (determined without regard to Sections 1563(a)(4) and
1563(e)(3)(C)) of the Code), 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 organization 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.

       

      
        	
                (15)  

              	
                Effective
      Date

              


      

       

      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 regulations shall
be effective as of the required effective date in such 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 January 1,
1998.

       

      
        	
                (16)  

              	
                Eligible
      Employee

              


      

       

      An
Employee who is employed by the Employer and who is represented by International
Association of Machinists and Aerospace Workers, Local Lodge No. 330,
District No. 65, at the Buffalo, New York facility of the Employer.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      
        	
                (17)  

              	
                Eligible Retirement
      Plan

              


      

       

      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, which, 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 which is maintained by a state, political subdivision
of a state, or agency or instrumentality of a state or political subdivision of
a state and which 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 and, with respect to
an Eligible Rollover Distribution to be made to an individual retirement account
described in Section 408(a) of the Code or an individual retirement annuity
described in Section 408(b) of the Code in either case which was established for
purposes of receiving such distribution, a designated beneficiary other than a
Member’s spouse.

       

      
        	
                (18)  

              	
                Eligible Rollover
      Distribution

              


      

       

      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 includible in gross income (determined
without regard to any exclusion of net unrealized appreciation with respect to
employer securities).

       

      Notwithstanding
the foregoing or any other provision of the Plan, (A) any amount that is
distributed from the Plan on account of hardship shall not be an Eligible
Rollover Distribution and the distributee may not elect to have any portion of
such a distribution paid directly to an Eligible Retirement Plan and (B) a
portion of a distribution shall not fail to be an Eligible Rollover Distribution
merely because the portion consists of after-tax employee contributions which
are not includable in gross income; provided, however, that such portion may be
transferred only to an individual retirement account or annuity described in
Section 408(a) or (b) of the Code or to a qualified 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.

       

      
        	
                (19)  

              	
                Eligible Surviving
      Spouse

              


      

       

      For
purposes of Section 9.03(a), the spouse to whom a Member is married on his
Benefit Disbursement Date.  For purposes of Section 9.04(a), the
spouse to whom a Member was married on the date of his death.  For
purposes of Section 9.04(d), the spouse to whom a former Member was married on
the date of his death.

       

      
        	
                (20)  

              	
                Employee

              


      

       

      Any
individual employed by the Company or a Controlled Entity.

       

      
        	
                (21)  

              	
                Employer

              


      

       

      The
Turbocompressor Division of the Company.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      
        	
                (22)  

              	
                ERISA

              


      

       

      The
Employee Retirement Income Security Act of 1974, and the regulations issued
thereunder, as amended from time to time.

       

      
        	
                (23)  

              	
                Funding
      Agent

              


      

       

      The legal
reserve life insurance company or corporate trustee selected to hold and/or
invest assets of the Plan, and if and when directed, to pay benefits provided
under the Plan.  Where there is more than one Funding Agent, the term
“Funding Agent” shall refer to all such Funding Agents.

       

      
        	
                (24)  

              	
                Hour of
      Service

              


      

       

      The
measure of service credited to an Employee pursuant to the provisions of Section
15.02.

       

      
        	
                (25)  

              	
                Leased
      Worker

              


      

       

      Any
person (other than a person who is an employee without regard to this Paragraph
1.01(25)) 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 performed under primary direction or control by the Company 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 nonintegrated company
contribution rate of at least 10% 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 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 1.01(25) 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 Section 1.01(25) 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.

       

      
        	
                (26)  

              	
                Leave of
      Absence

              


      

       

      Any
absence authorized by the Company under the Company’s standard personnel
practices.

       

      
        	
                (27)  

              	
                Member

              


      

       

      An
Eligible Employee who has met the eligibility requirement for participation in
the Plan as set forth in Article II.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      
        	
                (28)  

              	
                One-Year
      Break-In-Service

              


      

       

      Any Plan
Year during which an Employee is credited with less than 501 Hours of Service as
defined in Article XV; provided, however, that no Employee shall incur a
One-Year Break-In-Service solely by reason of an absence due to the birth of a
child of the Employee, the pregnancy of the Employee, the placement of a child
with the Employee on account of the adoption of such child by such employee, or
the caring for a child by the 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 One-Year
Break-In-Service or, in any other case, in the immediately following Plan
Year.

       

      
        	
                (29)  

              	
                Plan

              


      

       

      Individual
Account Retirement Plan for Bargaining Unit Employees at the Cameron
International Corporation Buffalo, New York Plant, a profit-sharing plan, as set
forth herein and as amended hereafter from time to time.

       

      
        	
                (30)  

              	
                Plan
      Year

              


      

       

      Each
twelve-consecutive month period commencing January 1 and terminating on the
subsequent December 31.

       

      
        	
                (31)  

              	
                Retirement
      Age

              


      

       

      Age
65.

       

      
        	
                (32)  

              	
                Retirement
      Date

              


      

       

      The date
on which an active or inactive Member terminates employment with the Company
upon or after attaining his Retirement Age.

       

      
        	
                (33)  

              	
                Rollover
      Contributions

              


      

       

      The
rollover contributions made to the Plan in accordance with the provisions of
Section 3.06.

       

      
        	
                (34)  

              	
                Service

              


      

       

      A
Member’s Service for purposes of the Plan shall be determined in accordance with
the rules set forth in Article XV.

       

      
        	
                (35)  

              	
                Tax Deferred Savings
      Contributions

              


      

       

      The cash
or deferred arrangements contributions made to the Plan in accordance with the
provisions of Article XVII.

       

      
        	
                (36)  

              	
                Total and Permanent
      Disability

              


      

       

      A Member
shall be considered totally and permanently disabled if such Member has been
determined to be disabled under any Company-sponsored long-term disability plan,
or if such Member is not eligible for coverage under any such plan, then such
Member shall be considered totally and permanently disabled if such Member has
been determined eligible to receive Social Security disability benefits under
the federal Social Security Act.  A Member shall cease to be
Permanently and Totally Disabled for purposes of the Plan as of the date he
ceases to be eligible for such benefits.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      
        	
                (37)  

              	
                Vested
      Interest

              


      

       

      The
percentage of a Member’s Account which, pursuant to the Plan, is
nonforfeitable.

       

      
        	
                (38)  

              	
                Vesting
      Service

              


      

       

      As
defined in Article XV, the measure of service used in determining a Member’s
Vested Interest.

       

      1.02 Number and
Gender

       

        Wherever
appropriate herein, words used in the singular shall be considered to include
the plural and the plural to include the singular.  The masculine
gender, where appearing in the Plan, shall be deemed to include the feminine
gender.

       

      1.03 Headings

       

        The
headings of Articles and Sections herein are included solely for convenience and
if there is any conflict between such headings and the text of the Plan, the
text shall control.

       

      II.           MEMBERSHIP

       

      2.01 Initial
Membership

       

        An
Eligible Employee shall become a Member as of the later of (i) the Effective
Date, or (ii) the date on which he becomes an Eligible Employee.

       

      2.02 Membership
Classification

       

        A
Member shall be either an “active”, an “inactive”, or a “former”
Member.  A Member while actively employed as an Eligible Employee
shall be an active Member.  A Member who ceases to be an Eligible
Employee and (i) who remains employed by the Company or (ii) who is on Leave of
Absence or layoff, shall be an inactive Member.  An active or inactive
Member who terminates employment with the Company, or an inactive Member
described in clause (ii) of the next preceding sentence who has terminated
employment with the Company and whose Leave of Absence or layoff has expired,
shall be a former Member so long as he retains an Account Balance in his
Account.

       

      2.03 Reemployment
Membership

       

        A
former Employee who was a Member prior to a termination of his employment shall
become an active Member again on the date of his reemployment as an Eligible
Employee.  A former Employee who was a Member prior to a termination
of his employment shall become an inactive Member on the date of his
reemployment by the Company or a Controlled Entity in an employment status other
than as an Eligible Employee.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      III.           CONTRIBUTIONS

       

      3.01 Plan
Contributions

       

        Unless
specifically provided otherwise, all contributions to the Plan shall be made by
the Company and Members shall not be required or permitted to make contributions
to the Plan.

       

      3.02 Amount of Company
Contributions

       

        For
each Allocation Month, the Company shall contribute an amount equal to the total
of the Contribution Amounts for all active Members of the Plan for the
Allocation Month minus the Section 8.03 forfeitures applicable to the Plan for
such Allocation Month.  The monthly Contribution Amount for each
Member of the Plan shall be the total of each “pay period contribution” for the
Member for each “pay period” during the “Member’s contribution period” ending
within the Allocation Month, with each “pay period contribution” for the Member
being determined by multiplying the Member’s Contribution Hours for the “pay
period” by the contribution rate listed in the table below:

       

      


      
        	
                Effective Date of Contribution
      Rate

              	
                Contribution Rate

              
	
                       On
      and after July 30, 2007

              	
                $1.20

              


      

      


      A
“Member’s contribution period” is the period beginning as of the first day of
the Member’s first “pay period” ending within an Allocation Month and ending on
the last day of the Member’s final pay period ending within the same Allocation
Month.  A Member’s “pay period” is the periodic payroll period for
which the Member is compensated by the Company.  Any Company
contributions allocated for the benefit of a Member, together with any net
income (or net loss) allocated thereto, shall be held in the Member’s
Account.

       

      In
addition to the Company Contributions set forth above which are allocated to
Members’ Accounts pursuant to Article IV, each Member who elected to transfer
the value of his benefits under the Pension Plan for Employees in the Machinists
Bargaining Unit, District No. 76 at the Cheektowaga, New York Plant (“Prior Plan
Benefits”) shall have a separate subaccount in which he is 100% vested
maintained, adjusted and distributed in accordance with the provisions of the
Plan relating to the rest of his Account.

       

      3.03 Payment of Company
Contributions

       

        The
Company may make payment of the Company Contributions for any Allocation Year
and/or Allocation Month on any date or dates it elects; provided, however, that
the total amount of the Company Contributions to the Plan for any Allocation
Year shall be paid in full not later than the last day for filing the Company’s
federal income tax return for such Allocation Year (including extensions
thereof).  Company Contributions shall be paid directly to the Funding
Agent.

       

      3.04 Reinstatement
Contributions

       

        In
any case where a reemployed former Member becomes entitled to the reinstatement
of the “forfeitable portion of his Account” as provided in Section 8.04, the
Company shall contribute to the Funding Agent such forfeitable portion of his
Account.  Any such contribution shall be made as soon as practicable
following the date of the reemployment of the former Member.  Such
contribution and the allocation thereof under Section 4.01 shall be made in such
manner as is necessary to avoid a violation of the limitations referred to in
Section 4.03.

       

      3.05 Return of Company
Contributions

       

        In
the event any Company Contribution to the Plan made by the Company or its
Controlled Entities:

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      (a) is made
under a mistake of fact, or

       

      (b) is
conditioned upon deduction of the contribution under Section 404 of the Code and
such deduction is disallowed, or

       

      (c) is
conditioned upon qualification of the Plan under Section 401(a) of the Code and
the Plan does not so qualify,

       

      such a
contribution may be returned by the Funding Agent to the Company or its
Controlled Entities within one year after the payment of the contribution, the
disallowance of the deduction to the extent disallowed, or the date of denial of
the qualification of the Plan, whichever is applicable, if demand therefor is
made by the Company or its Controlled Entities within the time allowed by
law.

       

      3.06 Rollover
Contributions

       

      (a) Rollover
Contributions may be made to the Plan by any Eligible Employee of amounts
received by such Eligible Employee from an individual retirement account or
annuity or from an employees’ trust described in section 401(a) of the Code,
which is exempt from tax under section 501(a) of the Code, but only if any such
Rollover Contribution is made pursuant to and in accordance with applicable
provisions of the Code and Treasury regulations promulgated
thereunder.  A Rollover Contribution of amounts that are “eligible
rollover distributions” within the meaning of section 402(f)(2)(A) of the Code
may be made to the Plan irrespective of whether such eligible rollover
distribution was paid to the Eligible Employee or paid to the Plan as a “direct”
Rollover Contribution.  A direct Rollover Contribution to the Plan may
be effectuated only by wire transfer directed to the Funding Agent or by
issuance of a check made payable to the Funding Agent, which is negotiable only
by the Funding Agent and which identifies the Eligible Employee for whose
benefit the Rollover Contribution is being made.  Any Eligible
Employee desiring to effect a Rollover Contribution to the Plan must execute and
file with the Company the form prescribed by the Company for such
purpose.  The Company may require as a condition to accepting any
Rollover Contribution that such Eligible Employee furnish any evidence that the
Company in its discretion deems satisfactory to establish that the proposed
Rollover Contribution is in fact eligible for rollover to the Plan and is made
pursuant to and in accordance with applicable provisions of the Code and
Treasury regulations.  All Rollover Contributions to the Plan must be
made in cash.

       

      (b) An
Eligible Employee who has made a Rollover Contribution in accordance with this
Section but who has not otherwise become a Member of the Plan in accordance with
Article II, shall become a Member coincident with such Rollover Contribution;
provided, however, that such Member shall not have a right to share in Company
contributions hereunder until he has otherwise satisfied the requirements
imposed by Article II.

       

      (c) A
Rollover Contribution shall be credited to the Account of the Eligible Employee
for whose benefit such Rollover Contribution is being made as of the date such
Rollover Contribution is made.  Any Rollover Contributions which are
credited to a Member’s Account shall be commingled for investment purposes with
other Plan assets.  The Funding Agent shall account for the Rollover
Contributions (and the net income (or net loss) allocable thereto) of a Member
separately in accordance with the procedures applicable to Accounts in
general.  A Member shall be 100% vested at all times in the value of
his Rollover Contributions.  Except as specifically provided in this
Section 3.06, Rollover Contributions shall be held and administered in
accordance with the procedures applicable to Company contributions credited to
Accounts.

       

      (d) Notwithstanding
the preceding Paragraphs, this Section shall not be effective unless and until
the Company, by appropriate action, elects to make this Section
effective.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      IV.           ALLOCATIONS AND ADJUSTMENTS
TO ACCOUNTS

       

      4.01 Allocations of
Contributions

       

        Each
active Member shall have allocated to his Account (i) the Contribution Amount
which is applicable to him for each Allocation Year or Allocation Month as
provided in Section 3.02 and (ii) the Tax Deferred Savings Contributions
(including catch-up contributions), if any, made on behalf of a Member by the
Employer as provided in Section 17.01.

       

      4.02 Valuation of
Accounts

       

       All
amounts contributed to the Funding Agent shall be invested as soon as
administratively feasible following their receipt by the Funding Agent, and the
balance of each Account shall reflect the result of daily pricing of the assets
in which such Account is invested from the time of receipt by the Funding Agent
until the time of distribution.

       

      4.03 Statutory Limitations on
Certain Allocations

       

        It
is the intent of the Plan that allocations made under this Article IV shall be
in compliance with the benefit limitations of Section 415 of the
Code.  Accordingly, the limitations set forth in Appendix A to the
Plan shall apply to the allocations made under this Article IV.

       

      V.           RETIREMENT
BENEFITS

       

      As of a
Member’s Retirement Date, such Member shall be entitled to a retirement benefit
payable at the time and in the form provided in Article IX, equal to his Account
Balance on his Benefit Disbursement Date.  Any Contribution Amount
allocable to a Member’s Account after his Benefit Disbursement Date shall be
distributed, if his benefit was paid in a lump sum, or used to increase his
payments, if his benefit is being paid on a periodic basis, as soon as
administratively feasible after the date that such Contribution Amount is paid
to the Funding Agent.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      VI.           DEATH
BENEFITS

       

      6.01 Death
Benefits

       

        In
the event of the death of an active or inactive Member (“deceased Member,” for
purposes of this Section 6.01), the deceased Member’s designated beneficiary
shall be entitled to a death benefit payable at the time and in the form
provided in Section 9.04, equal to the deceased Member’s Account Balance on his
Benefit Disbursement Date.  Any Contribution Amount allocable to a
deceased Member’s Account after his Benefit Disbursement Date shall be
distributed, if the death benefit was paid in a lump sum, or used to increase
payments, if the death benefit is being paid on a periodic basis, as soon as
administratively feasible after the date that such Contribution Amount is paid
to the Funding Agent.

       

      6.02 Designation of
Beneficiaries

       

        The
spouse of each married Member shall be the Beneficiary of such Member to whom
payment of a death benefit determined under Section 6.01 shall be made;
provided, however, that a Member may designate a person or persons other than
his spouse as his beneficiary if the requirements of Section 6.04 are
met.  Each Member who is unmarried may designate any person or persons
as his Beneficiary or Beneficiaries to whom payment of a death benefit
determined under Section 6.01 shall be made in the event of the death of such
Member.

       

      6.03 Beneficiary in Absence of a
Designated Beneficiary

       

        If
a deceased Member with respect to whom death benefits are payable as provided in
Section 6.01 does not have a surviving spouse and if no Beneficiary has been
designated pursuant to the provisions of Section 6.02, or if no Beneficiary
survives such Member, then the Beneficiary of such Member shall be the
Beneficiary established under the following priority listing:

       

      
        	
                 
      

              	
                (i)

              	
                the
      beneficiary named under a group term life insurance program sponsored by
      the Company,

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      there is no beneficiary under subparagraph (i) above, the beneficiary
      named under any other program sponsored by the Company which provides for
      a death benefit,

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                if
      there is no beneficiary under subparagraph (i) or (ii) above, the children
      of the deceased Member, and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                if
      there is no beneficiary under subparagraph (i), (ii) or (iii) above, the
      executor or administrator of the deceased Member’s estate, as the case may
      be.

              


      

       

      6.04 Spousal Consent to
Beneficiary Designation

       

        In
the event a Member is married, any election to designate a beneficiary other
than his spouse as Beneficiary or to change the form of payment applicable to
such Member, shall be effective and may be changed only if the Member’s spouse
consents in writing thereto and such consent acknowledges the effect of such
action and is 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.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      VII.           DISABILITY
BENEFITS

       

      7.01 Amount of Disability
Benefit

       

        In
the event of the Total and Permanent Disability of an active Member such Member
shall be entitled to a disability benefit, payable at the time and in the form
provided in Article IX, equal to his Account Balance on his Benefit Disbursement
Date.  Any Contribution Amount allocable to a Member’s Account after
his Benefit Disbursement Date shall be distributed, if his benefit was paid in a
lump sum, or used to increase his payments, if his benefit is being paid on a
periodic basis, as soon as administratively feasible after the date that such
Contribution Amount is paid to the Funding Agent.

       

      VIII.           BENEFITS FOR OTHER
TERMINATION OF EMPLOYMENT; VESTING

       

      8.01 Benefits for Other
Termination of Employment

       

        Each
active or inactive Member whose employment is terminated prior to attaining his
Retirement Age for any reason other than Total and Permanent Disability or death
shall be entitled to a termination benefit, payable at the time and in the form
provided in Article IX, equal to his Vested Interest in his Account Balance on
his Benefit Disbursement Date.  A Member’s Vested Interest in any
Contribution Amount allocable to his Account after his Benefit Disbursement Date
shall be distributed, if his benefit was paid in a lump sum, or used to increase
his payments, if his benefit is being paid on a periodic basis, as soon as
administratively feasible after the date that such Contribution Amount is paid
to the Funding Agent.

       

      8.02 Vested
Interest

       

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

       

      
        	
                Full
      Years of Vesting

                 Service          

              	
                 

                Vested Interest

              
	
                Less than 3 years

              	
                   0%

              
	
                3 years

              	
                  33%

              
	
                4 years

              	
                  
      67%

              
	
                5 or more years

              	
                 100%

              


      

      


       

      (b) In any
case where the forfeitable portion of a former Member’s Account is forfeited
upon a Forfeitable Event as provided in Section 8.03, the nonforfeitable portion
of such Account upon such forfeiture shall then become the former Member’s
entire Account and the former Member’s Vested Interest therein shall be
100%.  In the event such former Member shall once again become an
active or inactive Member on a subsequent date, such Member’s existing Account
with a Vested Interest of 100% shall become a separate account within the
Member’s new Account under the plan, and such separate account shall continue to
have a Vested Interest of 100%.  Any such separate account shall be
maintained until such time as the Member’s Vested Interest in his entire Account
shall become 100%.

       

      (c) Upon the
occurrence of one of the events listed in (i), (ii), or (iii) below, the Vested
Interest of a Member or former Member, as the case may be, in his Account shall
become 100%:

       

      (i) An active
or inactive Member’s Retirement Date (See Article V);

       

      (ii) The death
of an active or inactive Member (See Article VI); or

       

      (iii) An active
Member’s Total and Permanent Disability (see Article VII).

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      8.03 Forfeitures

       

        At
the time a Member terminates employment with the Company and its Controlled
Entities prior to attaining Retirement Age for any reason other than Total and
Permanent Disability or death, a “Forfeitable Event” occurs which is either (i)
distribution of the non-forfeitable portion of the Member’s Account or (ii) five
(5) consecutive One-Year Breaks-In-Service.  Upon the occurrence of a
Forfeitable Event, the forfeitable portion of his Account shall be forfeited and
such forfeited amount shall be applied against the Company’s next contribution
obligation under the Plan.  Upon the forfeiture of the forfeitable
portion of a Member’s Account, such forfeited amount shall cease to be a part of
such Member’s Account.

       

      8.04 Restoration of
Forfeitures

       

        If
a Member who has a Vested Interest of less than 100% in his Account incurs a
forfeiture pursuant to Section 8.03, such forfeited amount shall be restored to
his Account upon reemployment covered by the Plan, if such reemployment occurs
prior to the date on which he would have incurred five consecutive One-Year
Breaks-In-Service or the number of consecutive One Year Breaks-In-Service equal
to his years of Vesting Service prior to his termination of employment or five
(5) years after reemployment.  Any restoration shall be made from the
assets of the special contribution of the Company which shall not constitute an
“annual addition” within the meaning of Section 415 of the Code.  The
repayment period will be the earlier of five consecutive One-Year
Breaks-In-Service or five years from the date of reemployment with the
Employer.

       

      IX.           TIME AND MANNER OF BENEFIT
PAYMENT

       

      9.01 Benefit
Commencement

       

             (a) Subject to the provisions of
paragraphs (c) and (d) of this Section 9.01 and Section 9.05, with respect to a
benefit payable to or with respect to a Member pursuant to Article V
(retirement), Article VI (death) or Article VII (disability), the Benefit
Disbursement Date shall be within the 90 day period following the date the
Member or his Beneficiary becomes entitled to such benefit.

       

          (b) Subject
to the provisions of paragraphs (c) and (d) of this Section 9.01, with respect
to a benefit payable to a Member pursuant to Article VIII (other termination of
employment), the Benefit Disbursement Date shall be within the 90 day period
following the date such Member attains his Retirement Age; provided, however,
that such Member may elect a Benefit Disbursement Date which is after his
termination of employment and prior to attainment of Retirement
Age.

       

      (c) Notwithstanding
the foregoing provisions of this Section 9.01, the Company for the Plan from
which a benefit is to be paid may designate a later Benefit Disbursement Date
and, upon notification thereof to such Member or Beneficiary, as the case may
be, such designated date shall become the Benefit Disbursement Date; provided,
however, that in no event shall a Benefit Disbursement Date be later than the
60th day following the close of the Plan Year during which the Member attains,
or would have attained, age 65 or, if later, the date he terminated employment
with the Company.  If the amount of benefit payment required to
commence by a certain date in accordance with the Plan cannot be ascertained by
such date, or if it is not possible to commence benefit payments on such date
because the Company has been unable to locate the Member or Beneficiary, as the
case may be, after making reasonable efforts to do so, a payment retroactive to
such date may be made no later than 60 days after the earliest date on which the
amount of such benefit payment can be ascertained under the Plan, or the date on
which the Member or Beneficiary, as the case may be, is located, whichever is
applicable.

       

      (d) Notwithstanding
any provision in the Plan to the contrary, all distributions required under this
Article IX 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.  The
entire interest of a Member in his Account must be distributed or must begin to
be distributed no later than the Member’s Mandatory Distribution
Date.  A Member’s Mandatory Distribution Date will be determined as
follows:

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      (i) The
Mandatory Distribution Date of a Member who has attained age 701⁄2 before January
1, 2001, shall be April 1 of the calendar year following the calendar year in
which such Member attains the age 701⁄2.

       

      (ii) The
Mandatory Distribution Date of a Member who attains age 701⁄2
after  December 31, 2000, shall be 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, 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 the age 701⁄2).

       

      (iii) In the
case of a benefit payable pursuant to Article VI, the 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 the
age 701⁄2, 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.

       

      The
preceding provisions of this Section notwithstanding, a Member may not elect to
defer the receipt of his benefit hereunder to the extent that such deferral
creates a death benefit that is more than incidental within the meaning of
section 401(a)(9)(G) of the Code and applicable Treasury regulations
thereunder.  Further, 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, 1999 or 2000 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.

       

      (e) Notwithstanding
any provision to the Plan to the contrary, distributions to a Member, if not
made in a single lump sum, may only be made over one of the following periods
(or a combination thereof):

       

      (1)           The
life of the Member,

       

      (2)           The
life of the Member and his Beneficiary,

       

      
        	
                 
      

              	
                (3)

              	
                A
      period certain not extending beyond the life expectancy of the Member,
      or

              


      

       

      
        	
                 
      

              	
                (4)

              	
                A
      period certain not extending beyond the joint and last survivor expectancy
      of the Member and his Beneficiary.

              


      

       

      (f) If the
Member dies on or after the Member’s Mandatory Distribution Date, the remaining
portion of the Member’s Account must continue to be distributed at least as
rapidly as under the method of distribution in effect at the Member’s
death.

       

      (g) Notwithstanding
the provisions of the Plan regarding availability of distributions from the Plan
upon ‘termination of employment,’ a Member’s 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.

       

      9.02 Minimum Distribution
Requirements

       

            (a)           The
provisions of this Section 9.02 will take precedence over any inconsistent
provisions of the Plan.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      (b)           All
distributions required under this Section 9.02 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 9.02, 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 9.02, 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 9.02, 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 6.02 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 9.01(d) of the Plan.

       

      9.03 Benefit Payment
Forms

       

        (a) With respect to a benefit
payable to a Member pursuant to Article V (retirement), Article VII
(disability), or Article VIII (other termination of employment), the standard
form of benefit for any Member who does not die prior to his Benefit
Disbursement Date and who is unmarried on his Benefit Disbursement Date shall be
an immediate single life annuity and the standard form of benefit for any Member
who does not die before his Benefit Disbursement Date and who is married on his
Benefit Disbursement Date shall be an immediate 50% joint and survivor
annuity.  Any such single life annuity shall be a commercial annuity
for the life of the Member.  Any such joint and survivor annuity shall
be a commercial annuity which is payable for the life of the Member with a
survivor annuity for the life of the Member’s Eligible Surviving Spouse equal to
50% of the amount of the annuity payable during the joint lives of the Member
and such Member’s Eligible Surviving Spouse.  The standard form of
benefit will be automatically paid as provided in this Section 9.03(a) unless
the Member has elected not to receive his benefit payments in such form by
executing an “Application for Retirement Benefits Form” during the election
period described in Section 9.03(d); provided, however, that the spouse of
any married Member consents in writing to such election pursuant to the
provisions of Section 9.03(e).  Any election may be revoked and
subsequent elections may be made, or revoked, at any time any number of times
during such election period.  If the Member has elected not to receive
the standard form of benefit as provided herein, such Member’s benefit shall be
paid in one of the benefit payment forms under Section 9.03(c), as selected by
such Member.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      (b) With
respect to a benefit payable to a Member pursuant to Article V
(retirement), Article VII (disability), or Article VIII (other termination
of employment), who is not married on his Benefit Disbursement Date the form of
benefit payment shall be a single life annuity under Section 9.03(c)(i), unless
such Member selects another benefit payment form provided in
Section 9.03(c).

       

      (c) Subject
to the provisions of paragraphs (a) and (b) of this Section 9.03, the Member may
select to receive his benefit in one of the following forms:

       

      (i) A
commercial annuity in the form of a single life annuity for the life of such
Member;

       

      (ii) A
commercial annuity in the form of a cash refund annuity;

       

      (iii) A
commercial annuity for a term certain of ten (10) years and continuous for the
life of the 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%, 75%, or 100% of the
annuity payable during the joint lives of the Member and such Member’s
Beneficiary;

       

      (v) A lump
sum payment (provided, however, that such Member may elect to receive the Vested
Interest in his Account which is invested in the common stock of the Company
distributed in the form of whole shares of such stock with the value of any
fractional shares to be paid in cash); or

       

      (vi) A single
life annuity commencing prior to the earliest age as of which such 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 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 Member so elects, if such Member
dies before receiving payments aggregating the amount of the Account at his
Benefit Disbursement Date, the difference shall be paid in a single lump sum to
his designated beneficiary or if there is none, to the executor or administrator
of his estate.

       

      Notwithstanding
the foregoing provisions of this Section 9.03(c), the following additional
requirements must be satisfied:

       

      
        	
                 
      

              	
                (1)

              	
                The
      benefit payment form described in Section 9.03(c) (iii) above shall only
      be available if the present value of the total payments actuarially
      expected to be made to the Member shall be more than 50% of the present
      value of the total payments actuarially expected to be made to the Member
      and his Beneficiary.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Any
      payment under a benefit payment form described in this
      Section 9.03(c) must satisfy the distribution requirement described
      in Section 9.01(d).

              


      

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Distributions
      due to the termination of the Plan will be made in accordance with the
      modes of distributions provided for in the Plan in Section 9.03(c)(i),
      (ii), (iii), (iv), (v) and (vi)
above.

              


      

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (5)

              	
                Annuity
      starting date is defined as (i) the first day of the first period for
      which an amount is payable as an annuity, or (ii) in the case of a benefit
      not payable in the form of an annuity, the first day on which all events
      have occurred which entitle the Member to such
  benefit.

              


      

       

      (d) Subject
to the provisions of Section 9.03(e) with respect to any election described in
Section 9.03(a), the Company shall furnish, or shall cause to be furnished,
certain information, pertinent to such election, to each Member no less than
thirty days (unless such thirty-day period is waived by an affirmative election
in accordance with the Code and applicable Treasury regulations) and no more
than one hundred eighty days before his Benefit Disbursement
Date.  The furnished information shall be written in nontechnical
language in a manner calculated to be understood by the average Member and shall
include the following specific information relating to each of the standard and
optional forms of benefits available under the Plan (for purposes of this
paragraph, “form of benefit”) to the Member with a Benefit Disbursement Date for
which the explanation applies: (1) a description of the form of benefit,
(2) a description of the eligibility conditions for the form of benefit,
(3) a description of the financial effect of electing the form of benefit,
(4) a description of any other material features of, and an explanation of
the relative values of, the form of benefit and (5) such other information
and statements as may be required under applicable Treasury
regulations.  The period of time during which a Member may make or
revoke such election shall be the one-hundred-eighty-day period ending on such
Member’s Benefit Disbursement 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 described in this Section 9.03(d) is furnished to
the Member.

       

      (e) In the
event a benefit under the Plan is to be paid to a Member in the standard joint
and survivor annuity form under Section 9.03(a) and such Member elects another
form of benefit payment which will not provide his spouse with a lifetime
survivor annuity which is at least 50% of the amount of the annuity payable
during the joint lives of the Member and the spouse, such benefit shall be paid
in such form only if such Member’s spouse consents thereto in
writing.  Any spousal consent given pursuant to this provision shall
acknowledge the effect of such form 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.  A vested Member (i) may elect, with the written
consent of his or her spouse, not to take the qualified preretirement survivor
annuity, and (ii) may revoke an election not to take the preretirement survivor
annuity, or choose again to take a preretirement survivor annuity at any time,
and any number of times, within the applicable election period.  This
period is defined in Section 417(a)(6)(B) of the Code as from the first day of
the first Plan Year in which the Member attains age thirty-five (but in the case
of a Member who is separated from service, with respect to benefits accrued
under the Plan before the date of such separation, no later than the date of
such separation from service) until the Member’s death.

       

      (f) Notwithstanding
any other provision of the Plan to the contrary, in no event shall any provision
of the Plan restrict the availability of an alternate form of benefit to a
certain select group or classification of Members or Beneficiaries.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      9.04 Payment of Death
Benefits

       

      (a) The
standard form of death benefit payable with respect to a Member who dies while
employed by the Employer and who leaves an Eligible Surviving Spouse shall be an
immediate survivor annuity.  Such survivor annuity shall be a
commercial annuity payable for the life of the Eligible Surviving
Spouse.  Such a Member may elect not to have the standard form of
death benefit payable to his Eligible Surviving Spouse by designating a person
other than his Eligible Spouse as his Beneficiary pursuant to the provisions of
Sections 6.02 and 6.04.  Any such election may be made before the
first day of the Plan Year in which a Member attains the age of thirty-five only
(A) after the 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 described 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. The Company shall furnish,
or shall cause to be furnished to each Member, a written explanation regarding
the survivor annuity death benefit within the period beginning with the first
day of the Plan Year in which he attains the age of thirty-two (but no earlier
than the date such Member begins participation in the Plan) and ending with the
latest 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) the one-year period immediately
following the date the Employee becomes a Member.  If a Member
separates from service before attaining the age of thirty-five, such explanation
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 thirty-five or terminated employment within a
reasonable period after written request by such Member.  The furnished
explanation shall be written in nontechnical language in a manner calculated to
be understood by the average Member and shall include (1) a general description
of the survivor annuity, (2) a description of the circumstances under which it
will be paid if elected, (3) a description of the availability of the election
of the survivor annuity, (4) a description of the financial effect of the
election of the survivor annuity on the Member’s Plan benefits, and (5) such
other information and statements as may be required under applicable Treasury
regulations.

       

      (b) The form
of death benefit payable with respect to a Member who is not married at the time
of his death while employed by the Company, or who is married at such time and
who has elected out of the standard form of death benefit provided in Section
9.04(a), shall be the form provided for in Section 9.04(c)(i), unless the
Member’s Beneficiary selects another benefit payment form set forth in Section
9.04(c).

       

      (c) With
respect to the selection of a form of death benefit payment as provided in
paragraphs (b) and (e) of this Section 9.04, the Member’s Beneficiary may select
one of the following forms:

       

      (i) A lump
sum payment (provided, however, that such Member’s Beneficiary may elect to
receive the portion of such Member’s Account which is invested in the common
stock of the Company distributed in the form of whole shares of such stock with
the value of any fractional shares to be paid in cash); or

       

      (ii) A
commercial annuity in the form of a single life annuity.

       

      (d) If a
former Member who is entitled to a benefit pursuant to Article V (retirement),
Article VII (disability), or Article VIII (other termination of employment)
shall die after his termination of employment with the Company but prior to his
Benefit Disbursement Date, his Vested Interest in the benefit to which he was
entitled shall be paid pursuant to Article VI, and Section 9.04(a), or 9.04(b),
whichever is applicable, as if such Member had died while employed by the
Company; provided, however, that the application of the provisions of this
Section 9.04(d) as if the Member had died while employed by the Company shall
not result in a Member entitled to a benefit under Article VIII (other
termination of employment) having a greater Vested Interest in his Account than
his Vested Interest as of the date of his termination of
employment.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      (e) In the
event a survivor annuity is to be paid to a Member’s Eligible Surviving Spouse,
as provided in Section 9.04(a) or 9.04(d), such Eligible Surviving Spouse may
request in writing to receive the survivor benefit in one of the forms provided
for in Section 9.04(c).  Within a reasonable time after any such
written request by such Eligible Surviving Spouse, the applicable Local
Administrative Committee shall provide, or shall cause to be provided, to such
Spouse a written explanation, in non-technical language of such survivor annuity
form and the alternative forms of payment which may be selected along with the
financial effect of each such form.

       

      (f) Unless
the Member otherwise elects, the payment of benefits under the Plan to the
Member shall begin not 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 the Member attains age 65;

       

      (ii) The date
on which the Member terminates service with the Company or a Controlled
Entity.

       

      Notwithstanding
any provision in the Plan to the contrary, a Member’s Vested Interest in his
Account under the Plan must be distributed, or begun to be distributed, to him
not later than the April 1 following the calendar year in which the Member
attains age 70-1/2.  In the event a Member dies after commencement of
the distribution of his interest, any remaining portion of such interest shall
be distributed to his Beneficiary in the method which is at least as rapid as
the method being used at the date of his death.  In the event a Member
dies prior to commencement of the distribution of his interest, the entire
interest attributable to such Member shall be distributed within five years
after the date of his death, unless such interest is payable to his Beneficiary
for a period which does not exceed the life or life expectancy of such
Beneficiary, in which event distribution of such interest shall commence no
later than the date such Member would have attained age 70-1/2, if the
beneficiary is the surviving spouse or, under certain circumstances set forth in
Section 401(a) (9) of the Code or regulations thereunder, a child of such former
Member, or the date which is one year after the date of the Member’s death, if
the Beneficiary is not the surviving spouse or child of such former
Member.

       

      (g) In any
case where a former Member dies after his Benefit Disbursement Date, payment of
the benefit payable with respect to such former Member shall continue, if
applicable, in accordance with the benefit payment form in effect as provided in
Section 9.03.

       

      9.05 Lump Sum
Cash-Out

       

        Notwithstanding
the foregoing provisions of this Article IX, with respect to any benefit payable
pursuant to Article V (retirement), Article VI (death), Article VII (disability)
or Article VIII (other termination of employment):

       

      (a) If the
amount of the Member’s Vested Interest in his Account Balance is not in excess
of $1,000 (or not in excess of $5,000 with respect to a benefit payable after a
Member’s death), such benefit shall be paid to such Member or Beneficiary, as
the case may be, in one lump sum in lieu of any other benefit payment form
herein provided.

       

      (b) Except in
the case of a benefit payable after a Member’s death, if the amount of the
Member’s Vested Interest in his Account Balance exceeds $1,000 but does not
exceed $5,000, the Member may elect to receive the Vested Interest in his
Account Balance in one lump sum in lieu of any other benefit payment form
herein; provided that any such election may be made without the consent of the
Member’s spouse, if any.  In the event of a distribution pursuant to
this Section 9.05(b), if the Member does not elect to have such distribution
paid directly to an Eligible Retirement Plan specified by the Member in a direct
rollover in accordance with Section 9.08 or to receive the distribution directly
in accordance with this Section 9.05(b), then the Plan Administrator shall pay
the distribution in a direct rollover to an individual retirement plan
designated by the Plan Administrator.  This Section 9.05(b) shall be
effective with respect to distributions made on or after January 1, 2006
regardless of whether the event that caused a Member’s Account to become
distributable occurred before or after January 1, 2006.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      (c) No
distribution may be made pursuant to this Section 9.05 after the annuity
commencement date when the accrued benefit is in excess of $5,000 unless the
Member and his eligible spouse (or where the Member has died, the Eligible
Surviving Spouse) consent in writing to such distribution.  An accrued
benefit is immediately distributable if any part of the benefit may be
distributed to the Member before the later of normal retirement or age
62.  This does not apply after the death of the Member.  For
purposes hereunder, present value shall be determined by using an interest rate
not greater than the interest rate which would be used (as of the date of
distribution) by the Pension Benefit Guaranty Corporation for purposes of
determining the present value of a lump sum distribution on plan
termination.  For purposes of application of the $5,000 threshold of
this Section and Sections 16.04 and 17.07 (but not the $1,000 threshold of this
Section), the value of a Member’s Vested Interest in his Account Balance shall
be determined without regard to that portion of his Account Balance that 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 Vested Interest in
his Account Balance as so determined is $5,000 or less, the Member’s entire
nonforfeitable Account Balance (including amounts attributable to such Rollover
Contributions) may be distributed pursuant to this Section 9.05 and Section
17.07.

       

      9.06 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 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.

       

      9.07 Actuarial
Equivalency

       

        With
respect to any benefit payable 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 Account Balance to which the particular Member or Beneficiary, as
the case may be, is entitled.

       

      9.08 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.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      X.           PLAN
ADMINISTRATION

       

      10.01 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.

       

      10.02 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 10.04.  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 X, 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 10.02; and
provided further, that no allocation or delegation by the Company of any of its
powers, authorities, 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.

       

      10.03 Action by 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 10.02, 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 become authorized
to act for the Company in accordance with the provisions of paragraph (b) of
Section 10.02.  Subject to the provisions of Section 10.04, 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.

       

      10.04 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.

       

      10.05 Qualified Domestic Relations
Order

       

        The
Company shall establish reasonable procedures to determine the status of
domestic relations orders and to administer distributions under domestic
relations orders which are deemed to be qualified orders.  Such
procedures shall be in writing and shall comply with the provisions of Section
414(p) of the Code and regulations issued thereunder.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      10.06 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 10.02, 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.

       

      XI.           FUNDING AGENT;
ADMINISTRATION 

      OF PLAN
ASSETS

       

      11.01 Funding
Agent

       

      (a) The
assets of the Plan shall be maintained by the Funding Agent in the investment
fund or funds made available from time to time by the Company (the “Fund” or
“Funds”) in accordance with the selection made by each Member with respect to
the contributions in his Account pursuant to Section 11.03(a)
below.

       

      (b) The
Funding Agent shall receive such compensation for its services as Funding Agent
hereunder as may be agreed upon from time to time by the Company and the Funding
Agent.  The Funding Agent shall be reimbursed for all reasonable
expenses it incurs while acting as Funding Agent, as agreed upon by the Company
and as provided in Section 11.03(b).

       

      11.02 Company Stock
Fund

       

      The
Company shall cause the Company Stock Fund to be established and maintained at
all times under the Plan pursuant to Section 11.01(a).  Except as
specifically provided otherwise, the assets of the Company Stock Fund shall be
invested by the Funding Agent 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 Funding Agent
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 Funding Agent .

       

      11.03 Administration of Plan
Assets

       

          (a) Any Tax
Deferred Savings Contributions, including catch-up contributions, and any
Company Contributions which are credited to a Member’s Account shall be
deposited by the Funding Agent in such Fund or Funds selected by each Member in
accordance with the provisions of this paragraph (a).  The Funding
Agent 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.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      Each Member shall designate, in
accordance with the procedures established by the Company, the manner in which
the amounts allocated to his Account shall be invested from among the
Funds.  A Member may designate one of such Funds for all of the
contributions to his Account, or he may split the investment of the amounts
allocated to such Account among such Funds in such increments as the Company may
prescribe.  If a Member fails to make a designation of 100% of the
contributions to his Account, 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.

       

      A Member may change his investment
designation for future contributions to be allocated to his
Account.  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.

       

      A Member or inactive Member may convert
his investment designation with respect to amounts already allocated to his
Account that are invested in one of the Funds.  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.

       

      Notwithstanding any provision in this
Section 11.03(a) 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 Account, shall
designate a continuing Fund or Funds made available by the Company 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 the Fund or Funds designated by the Company in a uniform and
nondiscriminatory manner.

       

      (b) Notwithstanding
any other provision of the Plan, in the event any portion of a Member’s benefit
under the Plan is satisfied by the purchase of an annuity, the benefit otherwise
payable under the Plan to such Member shall be reduced by an amount equal to the
benefit purchase under the annuity contract.

       

      (c) Expenses
incident to the administration of the Plan may be paid by the Company or the
Employer and, if not paid by the Company or the Employer, shall be paid from the
Plan assets, and, until paid, shall constitute a claim against the Plan assets
which is paramount to the claims of Members and their
Beneficiaries.

       

      (d) The
maintenance of an Account with respect to a Member shall not mean that such
Member shall have a greater or lesser interest than that due him by operation of
the Plan and shall not be considered as segregating any funds or property within
the Plan’s assets from any other funds or property contained in the investment
fund.  No Member or Beneficiary shall have any title to any specific
asset of the Plan, nor shall any such individual have any right to, or interest
in, any assets of the Plan upon termination or otherwise, except as provided
from time to time under the Plan, and then only to the extent of the benefits
payable to such individual out of Plan assets.

       

      11.04 Authorization of Benefit
Payments and Distributions

       

        The
Company shall issue directions to the Funding Agent concerning all benefits
which are to be paid from the Plan assets pursuant to the provisions of the
Plan.  Any distribution made with respect to a Member shall be debited
to the Member’s Account.  The Funding Agent may make any payment
required of the Funding Agent hereunder by mailing the Funding Agent’s check to
the person to whom such payment is to be made.

       

      11.05 Voting of Company Stock in
the Company Stock Fund

       

        Each
Member or Beneficiary who has shares of Company Stock allocated to his Account
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 Account 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 Funding Agent
does not receive instructions.  Each such Member and/or Beneficiary
shall instruct the Funding Agent 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 Account 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 Funding Agent shall then vote in person, or by proxy, such
shares of Company Stock as so instructed.

       

      (b) The
Company shall cause the Funding Agent to furnish to each Member and Beneficiary
who has Company Stock allocated to his Account 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 Funding
Agent.  The Funding Agent shall request from each such Member and
Beneficiary instructions as to the tendering or exchanging of Company Stock
allocated to his Account and invested in the Company Stock Fund and the
tendering or exchanging of Company Stock for which the Funding Agent does not
receive instructions.  Each such Member shall instruct the Funding
Agent with respect to the tendering or exchanging of Company Stock for which the
Funding Agent does not receive instructions.  Each such Member shall
instruct the Funding Agent 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 Account 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 Funding Agent
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 Funding
Agent.  Within the time specified by the Funding Agent, the Funding
Agent shall tender or exchange such Company Stock as to which the Funding Agent
has received instructions to tender or exchange from Members and
Beneficiaries.

       

      (c) Instructions
received from Members and Beneficiaries by the Funding Agent 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.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      XII.           FIDUCIARY
RESPONSIBILITIES

       

      12.01 General Allocation of
Duties

       

        Each
fiduciary with respect to the Plan shall have only those specific powers,
duties, responsibilities and obligations as are specifically given him under the
Plan.  It is intended under the Plan that each fiduciary shall be
responsible for the proper exercise of his own powers, duties, responsibilities
and obligations hereunder and shall not be responsible for any act or failure of
another fiduciary except to the extent provided by law or as specifically
provided herein.

       

      12.02 Fiduciary
Liability

       

        A
fiduciary shall not be liable in any way for any acts or omissions constituting
a breach of fiduciary responsibility and occurring prior to the date he becomes
a fiduciary or after the date he ceases to be a fiduciary.

       

      12.03 Delegation and
Allocation

       

        The
Company may appoint committees, individuals or any other agents as it deems
advisable and may delegate to any of such appointees any or all of its powers
and duties.  Such appointment and delegation must be in writing,
specifying the powers or duties being delegated, and must be accepted in writing
by the delegate.  Upon such appointment, delegation and acceptance,
the delegating committee members shall have no liability for the acts or
omissions of any such delegate, as long as the delegating committee members do
not violate their fiduciary responsibility in making or continuing such
delegation.

       

      


       

      XIII.           AMENDMENTS TO THE
PLAN

       

      13.01 Plan
Amendments

       

      .  Subject
to the limitations set forth in Section 13.02, the Company may at any time, and
from time to time, make any amendment to the Plan that it determines in its sole
discretion to be appropriate.  Specifically, but not by way of
limitation, the Company may make any amendment to the Plan which is necessary to
obtain and maintain the tax-qualified status of the Plan, and its related fund,
under the Code, whether or not such amendment is retroactive.

       

      13.02 Limitations on Plan
Amendment

       

        No
amendment to the Plan may be made which would vest in the Company, directly or
indirectly, any interest in or control of the assets of the Plan.  No
amendment may be made which would vary the Plan’s exclusive purpose of providing
benefits to Members and their Beneficiaries, and defraying the reasonable
expenses of administering the Plan, or which would permit the diversion of any
part of the Plan’s assets from such exclusive purpose.  No amendment
may be made which would reduce any existing nonforfeitable interest of a
Member.

       

      13.03 Election of Former
Schedule

       

      .  In
the event the Company adopts an amendment to the Plan that directly or
indirectly affects the computation of a Member’s Vested Interest in his Account,
any Member with three or more years of Vesting Service shall have a right to
have his nonforfeitable interest in his Account continue to be determined under
the vesting schedule in effect prior to such amendment rather than under the new
vesting schedule, unless the Vested Interest of such Member in his Account under
the Plan, as amended, at any time is not less than such interest determined
without regard to such amendment.  Such 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 receives 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 13.03, the Vested Interest of each Member on the effective date of
such amendment shall not be less than his Vested Interest under the Plan as in
effect immediately prior to the effective date thereof.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      XIV.           PLAN TERMINATION; PLAN
MERGER OR CONSOLIDATION

       

      14.01 Right to Terminate or
Discontinue

       

        The
Company has established the Plan with the intention and expectation that it will
be able to continue the Plan as an ongoing Plan from year to
year.  However, the Company realizes that circumstances may arise that
would make it advisable to discontinue the maintenance of the
Plan.  Accordingly, the Company reserves the right and shall have the
power to completely or partially terminate the Plan at any time after its
establishment, or to discontinue making contributions to the Plan.

       

      14.02 Plan Termination or
Discontinuance of Contributions

       

            (a) If the Plan is terminated or
partially terminated, the Vested Interest of each Member directly affected by
such termination shall become 100%, effective as of such termination
date.

       

      (b) If the
Plan is amended so as to permanently discontinue Company contributions, or if
the Company contributions are in fact permanently discontinued the Vested
Interest of each Member directly affected by such discontinuance shall become
100%, effective as of the date of discontinuance.

       

      (c) Upon a
Plan termination or discontinuance, any previously unallocated Contribution
Amounts and net income (or net loss) shall be allocated among the Accounts of
the Members directly affected by such event as of the date of such termination
or discontinuance according to the provisions of Article IV, as if such date of
such event was an Allocation Date.  Thereafter, the net income (or net
loss) shall continue to be allocated to such Accounts until the Account Balances
are distributed.

       

      (d) Following
a Plan termination or discontinuance, the Plan shall continue to be administered
in accordance with its terms until such time as the Company provides the Funding
Agent with instructions as to the liquidation of the Plan’s
assets.  The Company may amend the Plan to provide for the procedures
to be followed in providing for the liquidation of the Plan’s assets upon a Plan
termination or discontinuance; provided, however, that no such amendment or
other procedure for the liquidation of the Plan’s assets shall permit (i) the
Plan’s assets to be used for any purpose other than providing benefits to
Members and their Beneficiaries, and defraying the reasonable expenses of
administering the Plan, including the liquidation thereof, and
(ii) distributions to or with respect to the Members directly affected by
the Plan termination or discontinuance which are made at a time and are payable
in a form and manner not in accordance with the provisions of the
Plan.

       

      14.03 Merger, Consolidation or
Transfer of Assets

       

        The
Plan may not merge or consolidate with, or transfer its assets or liabilities
to, any other plan, unless each Member or Beneficiary, would, in the event such
other plan then terminated, be entitled to a benefit immediately following such
event which is equal to or greater than the benefit to which he would have been
entitled if the Plan were terminated immediately before the merger,
consolidation or transfer.  Further, this Plan 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 Section 1.401(k)-1(d) of
the Treasury regulations.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      XV.           VESTING SERVICE; HOUR OF
SERVICE

       

      15.01 Vesting
Service

       

        (a) Subject to the provisions in
paragraph (b) of this Section 15.01, a Member’s Vesting Service shall be
determined on the following basis:

       

      
        	
                 
      

              	
                (1)

              	
                For
      the period prior to January 1, 1989, a Member shall be credited with
      Vesting Service in an amount equal to the service, if any, for vesting
      purposes with which he was credited prior to the restatement of the
      Plan.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                For
      all periods from and after January 1, 1989, 1,000 or more Hours of Service
      during any Plan Year shall constitute one year of Vesting
      Service.

              


      

       

      (b) A Member
who has made no Tax Deferred Savings Contributions to the Plan, and who
terminates employment and subsequently recommences participation in the Plan,
shall be reinstated with the years of Vesting Service with which he was credited
prior to his termination of employment, if (i) the number of his consecutive
One-Year Breaks-In-Service is less than five, or (ii) he had a Vested Interest
at the time of such termination.  A Member who has made Tax Deferred
Savings Contributions to the Plan and who has not received a distribution of the
nonforfeitable portion of his Account shall be reinstated with the years of
Vesting Service with which he was credited prior to his termination of
employment if he subsequently recommences participation in the
Plan.  A Member who has made Tax Deferred Savings Contributions to the
Plan but who has received distribution of the nonforfeitable portion of his
Account will be reinstated to the years of Vesting Service with which he was
credited prior to his termination of employment if he recommences participation
in the Plan and repays any distributed Company Contributions within the time
permitted under Section 8.04.

       

      15.02 Hour of
Service

       

            (a) An Hour of Service is each
hour during an applicable computation period for which an Employee is directly
or indirectly paid, or entitled to payment, by the Company or a Controlled
Entity for the performance of duties or for reasons other than the performance
of duties, including, but not limited to, any Leave of Absence.  Such
Hours of Service shall be credited to the Employee for the computation period in
which such duties were performed or in which occurred the period during which no
duties were performed.  An Hour of Service also includes each hour,
not credited above, for which back pay, irrespective of mitigation of damages,
has been either awarded or agreed to by the Company or a Controlled
Entity.  These Hours of Service shall be credited to the Employee for
the computation period in which the award, agreement or payment is
made.  In determining an Employee’s total Hours of Service during a
computation period, a fraction of an hour shall be deemed a full Hour of
Service.

       

      (b) The
number of Hours of Service to be credited to an Employee for any computation
period shall be governed by Section 2530.200b-2(b) and (c) of the Department of
Labor Regulations under ERISA.

       

      (c) Hours of
Service during the period prior to the Effective Date shall be determined from
whatever records may be reasonably accessible to the Company and, if such
records are insufficient, the Company may make whatever calculations are
necessary to approximate Hours of Service for the period in a manner uniformly
applicable to all Employees similarly situated.  These provisions
shall be construed by resolving any questions or ambiguities in favor of
crediting Employees with Hours of Service.

       

      (d) In
determining an Employee’s Hours of Service, there shall be added to such
Employee’s Hours of Service as calculated under the preceding provisions of this
15.02, the number of hours in his regularly-scheduled workday while absent from
active Employment due to sickness, disability, or Leave of Absence following a
period for which he is credited with Hours of Service under the preceding
provisions of this Section 15.02.  An Hour of Service credited under
the preceding sentence shall be known as a “Non-Paid Hour of Service” and shall
be included in the employee’s Hours of Service for purposes of determining his
Vesting Service.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      XVI.           MISCELLANEOUS

       

      16.01 Non-Guarantee of
Employment

       

        The
adoption and maintenance of the Plan shall not be deemed to be a contract
between the Company and any person or to be consideration for the Employment of
any person.  Nothing herein contained shall be deemed to give any
person the right to be retained in the employ of the Company or to restrict the
right of the Company to discharge any person at any time nor shall the Plan be
deemed to give the Company the right to require any person to remain in the
employ of the Company or to restrict any person’s right to terminate his
employment at any time.

       

      16.02 Payments Solely from Plan
Assets

       

        All
benefits payable under the Plan shall be paid or provided for solely from the
Plan assets and neither the Company nor the Funding Agent assumes any liability
or responsibility for the adequacy thereof.  The Company or the
Funding Agent may require execution and delivery of such instruments as are
deemed necessary to assure proper payment of any benefits.

       

      16.03 Facility of
Payment

       

        Whenever
the Company determines that a person entitled to a benefit from the Plan is
under a legal disability or is incapacitated in any way so as to be unable to
manage his financial affairs, the Company may direct the Funding Agent to make
payments to such person or to his legal representative or to a relative or other
person caring for such person with such payments shall be for the benefit of
such person.  Any such payment of a benefit in accordance with the
provisions of this Section 16.03 shall be in complete discharge of any liability
for the making of such payment under the provisions of the Plan.

       

      16.04 Non-Alienation of
Benefits

       

        Except
as provided in Sections 401(a)(13)(B) and 414(p) of the Code relating to
qualified domestic relations orders and certain judgments and settlements,
benefits payable under the Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution, or levy of any kind, either voluntary or
involuntary, including any such liability which is for alimony or other payments
for the support of a spouse or former spouse or for any other relative of a
Member or Beneficiary to actually being received by the person entitled to the
benefit under the terms of the Plan; and any attempt to anticipate, alienate,
sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any
right to benefits payable hereunder, shall be void.  The Plan and the
Funding Agent shall not in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements or torts of any person entitled to benefits
hereunder.  Notwithstanding the foregoing provisions of this Section
16.04, the Company may direct the Funding Agent to comply with a qualified
domestic relations court order requiring deductions from a Member or
Beneficiary’s benefit payments, but only if such deductions are specifically
provided for in such order.  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 (determined as provided in Section 9.05), 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.

       

      16.05 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.

       

      16.06 Transferred
Employment

       

        In
any case where a Member transfers employment, directly or indirectly, from the
Company to a Controlled Entity, such Member shall not be considered to have
terminated employment with the Company for purposes of his eligibility to
receive a retirement or other vested benefit under the Plan so long as he so
remains employed by a Controlled Entity.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      16.07 Severability

       

        If
any provisions of the Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining provisions hereof;
instead, each provision shall be fully severable and the Plan shall be construed
and enforced as if said illegal or invalid provision had never been included
herein.

       

      16.08 Applicable
Law

       

        All
provisions of the Plan shall be construed in accordance with the laws of Texas,
except to the extent preempted by federal law.

       

      16.09 Internal Revenue Service
Approval

       

        Notwithstanding
any other provision of the Plan to the contrary, the contributions made under
the Plan, are contingent upon the deductibility of such contributions under
Section 404 of the Code.  To the extent that a deduction for such
contributions is disallowed, such contributions may be returned within one year
after the date of disallowance.  In addition, if Company contributions
are made under a mistake of fact, such contributions may be returned to the
Company within one year after the payment thereof.

       

      16.010 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.

       

      XVII.           TAX DEFERRED SAVINGS
CONTRIBUTIONS

       

      17.01 Tax Deferred Savings
Contribution Election

       

           
(a)           A Member
may elect, in accordance with the procedures and within the time period
prescribed by the Plan Administrator, to have Tax Deferred Savings Contributions
in $.10 increments, made on his behalf to the Plan by his Employer and credited
to his Account; provided, however, that such amount shall not be less than $.10
per Contribution Hour nor more than $5.00 per Contribution hour and in no event
shall such Tax Deferred Savings Contributions under the Plan and all other
qualified plans maintained by the Employer or any Controlled Entity on behalf of
any Member for any calendar year 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 Tax Deferred Savings Contributions made on his
behalf, his compensation shall be reduced by the amount he elects pursuant to
the terms of a compensation reduction authorization filed with the
Employer.  Notwithstanding the foregoing provisions of this Section,
Tax Deferred Savings Contributions made with respect to a Plan Year on behalf of
Highly Compensated Employees (as described and defined in Section 414(q) of the
Code) shall not exceed the limitations set forth in Section 17.03.

       

      (b)           All
employees who are eligible to make Tax Deferred Savings Contributions under this
Plan, as described in the paragraph above, and who have attained age 50 before
the close of the Plan Year shall be eligible to make catch-up contributions 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
Section 402(g) of the Code, as described in the paragraph above, and Section 415
of the Code, as described in Appendix A 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.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      17.02 Change of Tax Deferred
Savings Contribution Election

       

        Any
Member may suspend or change the amount of the Tax Deferred Savings
Contributions, including catch-up contributions, made on his behalf in
accordance with the procedures and within the time period prescribed by the Plan
Administrator; provided, however, that such Member may only select an amount of
compensation to be so contributed which does not exceed the applicable
limitations set forth in Sections 17.01 and 17.03.

       

      17.03 Limitation on Tax Deferred
Savings Contributions

       

        Notwithstanding
any other provisions of the Plan to the contrary, the Company shall take such
action as it deems appropriate to limit the amount of Tax Deferred Savings
Contributions under the Plan in each Plan Year to the extent necessary to insure
that any average deferral percentage requirement under Section 401(k) of the
Code is not exceeded.  Such Code section and regulations relating
thereto are hereby incorporated in the Plan by reference.  Such
testing shall utilize the current year testing method as such term is defined in
Section 1.401(k)-6 of the Treasury regulations.  If, for any Plan
Year, the aggregate Tax Deferred Savings Contributions made by the Company on
behalf of Highly Compensated Employees (as described and defined in Section
414(q) of the Code) exceeds the maximum amount of Tax Deferred Savings
Contributions permitted on behalf of such Highly Compensated Employees pursuant
to this Section 17.03, an excess amount (hereinafter referred to
as  “Excess Contributions”) shall be determined by reducing Tax
Deferred Savings Contri­butions made on behalf of Highly Compensated
Employees in order of their highest actual deferral percentages in accordance
with Section 401(k)(8)(B)(ii) of the Code and the Treasury regulations
thereunder. Once determined, such Excess Contributions shall be distributed to
Highly Compensated Employees in order of the highest dollar amounts contributed
on behalf of such Highly Compensated Employees in accordance with Section
401(k)(8)(C) of the Code and the Treasury regulations thereunder before the end
of the next following Plan Year.  The income or loss allocable to
Excess Contributions shall be determined by the Company in accordance with
applicable rules and regulations.  For purposes of performing
non-discrimination testing for the Plan pursuant to this Section, a Member’s
compensation shall be his compensation as defined in Section 415(c)(3) of the
Code.  Such compensation shall be limited to $200,000, with such
limitation 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.

       

      17.04 Excess Tax Deferred Savings
Contributions

       

        If
a Member who had Tax Deferred Savings Contributions made on his behalf for a
Plan Year files with the Employer, within the time limit prescribed by the
Employer after the end of such Plan Year, a written statement, on a form
acceptable to the Employer, 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 to 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 and any income allocable 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.  The foregoing shall not apply to catch-up
contributions made pursuant to Section 17.01 of the Plan and Section 414(v) of
the Code.

       

      17.05 Investment and
Administration of Tax Deferred Savings Contributions

       

        Any
Tax Deferred Savings Contributions, including catch-up contributions, which are
credited to a Member’s Account shall be deposited with the Funding Agent and
commingled for investment purposes with other Plan Assets.  The
Funding Agent shall account for the Tax Deferred Savings Contributions,
including catch-up contributions, of a Member separately in accordance with the
procedures applicable to Accounts in general.  Except as specifically
provided in this Article XVII, Tax Deferred Savings Contributions, including
catch-up contributions, shall be held and administered in accordance with the
procedures applicable to contributions to credited
Accounts.  Notwithstanding the foregoing, in no event shall the amount
of a Member’s Account attributable to Tax Deferred Savings Contributions,
including catch-up contributions, be distributable to such Member or his
Beneficiary earlier than (i) separation from service, death, or disability; or
(ii) attainment of age 59-1/2.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      17.06 Vesting

       

        A
Member shall be 100% vested at all times in the value of his Tax Deferred
Savings Contributions, including catch-up contributions.

       

      17.07 Distribution of Tax Deferred
Savings Contributions

       

        Subject
to the limitations set forth in this Section 17.07, each Member shall be
entitled to receive the entire interest of his Account attributable to his Tax
Deferred Savings Contributions in a single sum upon the termination of such
Member’s employment with the Employer and the Controlled Entities; provided,
however, that if such interest when added to any other Vested Interest of the
Member under the Plan exceeds $5,000, such interest may not be distributed to
such Member prior to Normal Retirement Age without his consent and if such
interest when added to any other Vested Interest of the Member under the Plan
exceeds $5,000 (disregarding any Rollover contributions and earnings allocable
thereto, in accordance with Section 9.05), the consent of his spouse shall also
be required.  Notwithstanding the foregoing, any such distribution of
Tax Deferred Savings Contributions shall be made in the following manner unless
the Member elects otherwise:

       

      (1)           Married
Members.  The standard form of benefit payment of Tax Deferred
Savings Contributions, including catch-up contributions, for any Member who is
married on the date such Contributions are to be distributable to him shall be
an immediate 50% joint and survivor annuity.  Such joint and survivor
annuity shall be a commercial annuity which is payable for the life of the
Member with a survivor annuity for the life of the Member’s surviving spouse
equal to 50% of the amount of the annuity payable during the joint lives of the
Member and such Member’s surviving spouse.  The standard joint and
survivor annuity shall be paid automatically as provided hereunder unless the
Member elects to receive his benefit payments in another form during the
election period described in Section 9.03(d); provided, however, that the
Member’s spouse consents in writing to such election pursuant to the provisions
of Section 9.03(e).  Any such election may be revoked and subsequent
elections may be made, or revoked, at any time during such election period
provided that the Member’s spouse consents thereto in writing and such consent
acknowledges the effect of such action and is witnessed by a notary public or
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.  In the event any Member receives his Vested Interest in
such a single sum form, no other benefit shall be payable with respect to him
under the Plan.  If the Member has elected not to receive the standard
joint and survivor annuity as provided herein, such Member’s benefit shall be
paid in a single sum.

       

      (2)           Unmarried
Members.  The standard form of benefit payment of Tax Deferred
Savings Contributions, including catch-up contributions, for any Member who is
not married on the date such Contributions are distributable to him, shall be a
single life annuity, unless such Member selects to receive his benefit payments
in another form during the election period described in Section
9.03(e).

       

      (3)           Vested
Amounts Not Exceeding $5,000.  Section 9.05 shall also apply to
the distribution of a Member’s interest in his Account attributable to his Tax
Deferred Savings Contributions.

       

      In the
event that a Member dies prior to receiving the entire interest of his Account
attributable to his Tax Deferred Savings Contributions, including catch-up
contributions, any such remaining interest shall be distributed to his
Beneficiary in accordance with the provisions of Section 9.04.  If a
Member’s employment status changes from that of a common law employee of the
Employer to a Leased Worker, such Member shall not be deemed to have a
“termination of employment” and, therefore, will not be eligible for a
distribution under the Plan as a result of such employment status
change.

       


      EXECUTED at Houston, Texas
this _2nd___
day of ______December___________,
2008.

       

      
        	 
      	 
      	
                CAMERON
      INTERNATIONAL CORPORATION

                 

              
	 
      	
                By:

              	
                /s/
      Joseph H.
      Mongrain                        
      

              
	 
      	
                Name:

              	
                Joseph
      H.Mongrain

              
	 
      	
                Title:

              	
                Vice
      President, Human Resources

              


      

      



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      APPENDIX
A

      SECTION 415
LIMITATIONS

      


      


      Section
1.  Application.  The provisions
set forth in this Appendix A 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, and the Treasury regulations promulgated thereunder 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 Appendix A, to the extent such provisions are not
consistent with Section 415 of the Code and such Treasury
regulations.  If there is any discrepancy between the provisions in
this Appendix A and the provisions of Section 415 of the Code and such
Treasury regulations, such discrepancy shall be resolved in such a way as to
give full effect to the provisions of Section 415 of the Code and such Treasury
regulations.  This Appendix shall also include reference to the
applicable provisions of any successor regulation promulgated under Section 415
of the Code.

      


      Section
2.  Definitions.  For
purposes of this Appendix, the following terms and phrases shall have these
respective meanings:

      


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

      


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

      


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

      


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

      


      Section
3. Limitations
and Corrections.  Contrary Plan provisions notwithstanding, in
no event shall the Annual Additions credited to a Member’s Account for any
Limitation Year exceed the Maximum Annual Additions for such Members for such
year.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


      


      Section
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 Company 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
Appendix only, a “Controlled Entity” shall be determined in accordance with
Treasury Regulation § 1.415(a)-1(f)(1).  If the Annual Additions
credited to a Member’s Account 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 Appendix 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
law.

      


      Section
5.  Contribution
Adjustments. If the limitations set forth in this Appendix would not
otherwise be met for any Limitation Year, the Tax Deferred Savings Contributions
elections of affected Members may be reduced by the Company on a temporary and
prospective basis in such manner as the Company shall determine; provided,
however, that no such reduction shall be effected in a way that adversely
affects the catch-up contribution rights of such Members.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      APPENDIX
B

      HISTORICAL COLLECTIVELY
BARGAINED

      CONTRIBUTION
RATES

      


      Pursuant to the collective bargaining
agreement covering the Eligible Employees, effective January 1, 1995, Tax
Deferred Savings Contributions made by Members pursuant to Section 17.01 of the
Plan were limited to $1.50 per Contribution Hour.

      


      Pursuant to the collective bargaining
agreement covering the Eligible Employees:

      


      1.           Effective
as of November 4, 1996, the limitation on Tax Deferred Savings Contributions
made by Members pursuant to Section 17.01 of the Plan was raised to $2.00 per
Contribution Hour.  Effective as of January 1, 2002, the
limitation on Tax Deferred Savings Contributions made by Members pursuant to
Section 17.01 of the Plan were raised to $2.50 per Contribution
Hour.  Effective as of July 31, 2006, the limitation on Tax
Deferred Savings Contributions made by Members pursuant to Section 17.01 of the
Plan was raised to $5.00 per Contribution Hour.

      


      2.           The
Company contribution rates contained in Section 3.02 of the Plan were changed to
the following rates for the following effective dates:

      


      
        	
                Effective Date of Contribution
      Rate

              	
                Contribution Rate

              
	
                On
      and after July 29, 1996 but before November 4, 1996

              	
                $.65

              
	
                On
      and after November 4, 1996 but before July 27, 1998

              	
                $.75

              
	
                On
      and after July 27, 1998 but before July 26, 1999

              	
                $.80

              
	
                On
      and after July 26, 1999

              	
                $.85

              
	
                On
      and after July 31, 2000 but before July 30, 2001

              	
                $.90

              
	
                On
      and after July 30, 2001 but before July 29, 2002

              	
                $.95

              
	
                On
      and after July 29, 2002 but before July 28, 2003

              	
                $1.00

              
	
                On
      and after July 28, 2003 but before July 31, 2006

              	
                $1.10

              
	
                On
      and after July 31, 2006 but before July 30, 2007

              	
                $1.15