Supplemental Confirmation



 Pursuant to 17 §C.F.R. 240.24b-2, confidential information (indicated as [***]) has been omitted and
has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. 
 Exhibit 10.1 
 EXECUTION VERSION 

SUPPLEMENTAL CONFIRMATION 
  

			
	To:	  	 Dresser-Rand Group Inc.

West8 Tower, Suite 1000
 10205 Westheimer
Rd.
 Houston, Texas 77042

		
	From:	  	Goldman, Sachs & Co.
		
	Subject:	  	Accelerated Stock Buyback
		
	Ref. No:	  	SDB4164884030
		
	Date:	  	August 26, 2011

  
  

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman,
Sachs & Co. (“GS&Co.”) and Dresser-Rand Group Inc. (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding
contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below. 

1.            This Supplemental Confirmation supplements, forms part of, and
is subject to the Master Confirmation dated as of March 22, 2011 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation
govern this Supplemental Confirmation except as expressly modified below. 

2.            The terms of the Transaction to which this Supplemental
Confirmation relates are as follows: 
  

			
	 Trade Date:
	  	August 26, 2011
		
	 Forward Price Adjustment Amount:
	  	USD [***]
		
	 Calculation Period Start Date:
	  	August 31, 2011
		
	 Scheduled Termination Date:
	  	October 12, 2011
		
	 First Acceleration Date:
	  	[***]
		
	 Prepayment Amount:
	  	USD 150,000,000
		
	 Prepayment Date:
	  	August 31, 2011









			
	 Initial Shares:
	  	3,011,242 Shares; provided that if, in connection with the Transaction, GS&Co. is unable, after using its good faith commercially reasonable efforts, to borrow or
otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that
GS&Co. is able to so borrow or otherwise acquire, and GS&Co. shall use reasonable good faith efforts to borrow or otherwise acquire a number of Shares equal to the shortfall in the Initial Share Delivery and to deliver such additional Shares
as soon as reasonably practicable. The aggregate of all Shares delivered to Counterparty in respect of the Transaction pursuant to this paragraph shall be the “Initial Shares” for purposes of “Number of Shares to be Delivered” in
the Master Confirmation.
		
	 Initial Share Delivery Date:
	  	August 31, 2011
		
	 Termination Price:
	  	USD 18.68 per Share
		
	 Additional Relevant Days:
	  	The 5 Exchange Business Days immediately following the Calculation Period.

 3.            Counterparty represents and
warrants to GS&Co. that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during
either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs. 
 4.            This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts. 

  
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 Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between
GS&Co. and Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other
information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83. 

 

			
	Yours sincerely,
	
	GOLDMAN, SACHS & CO.
		
	By:	 	/s/ Daniel Kopper        
		 	Name: Daniel Kopper
		 	Title: Vice President



			
	Agreed and Accepted By:
	
	DRESSER-RAND GROUP INC.
		
	By:	 	/s/ Mark E. Baldwin        
		 	Name: Mark E. Baldwin
		 	Title: EVP/CFO


  
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