exhibit4-2.htm


    


     

    


    Exhibit
4.2

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    CAMERON INTERNATIONAL
CORPORATION

     

    NONQUALIFIED DEFERRED
COMPENSATION PLAN

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    Effective
as of January 1, 2008

     

    


     

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    TABLE OF
CONTENTS

     

    
      
        
          	
                  ARTICLE

                	 
      	 
      	
                  PAGE

                
	
                  I

                	
                  –

                	
                  Definitions
      and Construction

                	
                  I-1

                
	
                  II

                	
                  –

                	
                  Participation

                	
                  II-1

                
	
                  III

                	
                  –

                	
                  Account
      Credits and Allocations of Income or Loss

                	
                  III
      1

                
	
                  IV

                	
                  –

                	
                  Deemed
      Investment of Funds

                	
                  IV-1

                
	
                  VI

                	
                  –

                	
                  In-Service
      Withdrawals

                	
                  V-1

                
	
                  VII

                	
                  –

                	
                  Termination
      Benefits

                	
                  VII-1

                
	
                  VIII

                	
                  –

                	
                  Administration
      of the Plan

                	
                  VIII-1

                
	
                  IX

                	
                  –

                	
                  Administration
      of Funds

                	
                  IX-1

                
	
                  X

                	
                  –

                	
                  Nature
      of the Plan

                	
                  X-1

                
	
                  XI

                	
                  –

                	
                  Miscellaneous

                	
                  XI-1

                


        

      

    

    


     

    
      
        -i- 

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    


    CAMERON INTERNATIONAL
CORPORATION

     

    NONQUALIFIED DEFERRED
COMPENSATION PLAN

     

    


     

    W
I T N E S S E T H :

     

    WHEREAS, Cameron International
Corporation (the “Company”) has heretofore adopted the Cameron International
Corporation 2003 Supplemental Excess Defined Contribution Plan, hereinafter
referred to as the “Plan,” to aid certain of its employees in making more
adequate provision for their retirement;

     

    WHEREAS, at all times since
January 1, 2005, the Company has operated and administered the Plan in good
faith compliance with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”);

     

    WHEREAS, the Company desires
to rename the Plan as the “Cameron International Corporation Nonqualified
Deferred Compensation Plan” and to amend and restate the Plan in compliance with
Section 409A of the Code;

     

    WHEREAS, the Company desires
to change the design of the Plan to provide for  direct deferral
elections under the Plan thereby minimizing the linkage between such Plan and
the Cameron International Corporation Retirement Savings Plan;

     

    WHEREAS, the Company also
maintains the Cameron International Corporation Supplemental Excess Defined
Benefit Plan (the “DB SERP”), a nonqualified deferred compensation plan which
provides supplemental benefits to certain employees of the Company and its
affiliates in connection with certain limits that are exceeded under the
provisions of the Cameron International Corporation Retirement Plan (the “Cash
Balance Plan”); and

     

    WHEREAS, in connection with
the Company’s termination of the Cash Balance Plan, the Company is converting
certain accrued benefits under the DB SERP to account balances and, as so
converted, transferring the account balances under the DB SERP to the Plan with
respect to participants in the DB SERP who will be eligible to make compensation
deferrals under the Plan on and after January 1, 2008 and the Company
desires to accommodate such transfer under the terms of the Plan;

     

    NOW THEREFORE, the Plan is
hereby renamed as the “Cameron International Corporation Nonqualified Deferred
Compensation Plan” and amended and restated in its entirety as follows with no
interruption in time, effective as of January 1, 2008, except as otherwise
provided herein:

     

    


     

    


    
      
        -ii- 

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    


    Definitions
and Construction

     

        1.1    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(s):  A
      Participant’s Matching Account, Retirement Account, Cash Balance Account,
      and/or Deferral Account, including the amounts credited
      thereto.

              


      

    

     

    
      
        	
                (2)  

              	
                Affiliate:  Each
      trade or business (whether or not incorporated) which together with the
      Company would be deemed to be a “single employer” within the meaning of
      subsections (b) or (c) of Section 414 of the Code, in each case as
      determined by an 80% control
test.

              


      

    

     

    
      
        
          	
                  (3)  

                	
                  As soon as administratively
      practicable:  For purposes of benefit distributions, a date of
      distribution that is as soon as administratively practicable as determined
      by the Committee following a permissible payment event, but in no event
      later than the later of the 15th
      day of the third calendar month following the date of the permissible
      payment event or December 31st
      of the calendar year in which the permissible payment event
      occurs.  In no event shall a Participant or his Beneficiary be
      permitted to designate the taxable year of the
  payment.

                


        

      

    

     

    
      
        	
                (4)  

              	
                Base
      Salary:  The base rate of pay paid in cash by the
      Employer to or for the benefit of a Participant for services rendered or
      labor performed while a Participant, including base pay a Participant
      could have received in cash in lieu of (i) Compensation deferrals pursuant
      to Section 3.1 and (ii) elective contributions made on his behalf by the
      Employer pursuant to a qualified cash or deferred arrangement (as defined
      in Section 401(k) of the Code) or pursuant to a plan maintained under
      Section 125 of the Code; provided, however, that for each Plan Year, an
      amount equal to the applicable limitation in effect under Section 402(g)
      of the Code for such Participant (including catch up contributions, if
      such Participant is eligible therefor) shall be deducted from such
      Participant’s Base Salary for such Plan Year solely for purposes of
      computing the amount of such Participant’s Participant Deferrals under the
      Plan for such Plan Year.

              


      

    

     

    
      
        	
                (5)  

              	
                Beneficiary:  The
      person or persons entitled to receive the Participant’s benefits under the
      Plan in the event of the Participant’s death, as determined in accordance
      with Section 7.4.

              


      

    

     

    
      
        	
                (6)  

              	
                Board:  The
      Board of Directors of the
Company.

              


      

    

     

    
      
        	
                (7)  

              	
                Bonus:  Each
      cash incentive bonus, if any, paid in cash by the Employer to or for the
      benefit of a Participant for services rendered or labor performed,
      including the portion thereof that a Participant could have received in
      cash in lieu of (i) Compensation deferrals pursuant to Section 3.1 and
      (ii) elective contributions made on his behalf by the Employer pursuant to
      a qualified cash or deferred arrangement (as defined in Section 401(k) of
      the Code) or pursuant to a plan maintained under Section 125 of the Code
      but excluding any cash incentive bonuses or awards earned by the
      Participant over a service period of longer than twelve months; provided,
      however, that, for any Plan Year that a Participant elects to defer Bonus
      but not Base Salary, an amount equal to the applicable limitation in
      effect under Section 402(g) of the Code (including catch up contributions
      if such Participant is eligible therefor) shall be deducted from such
      Participant’s Bonus for such Plan Year solely for purposes of computing
      the amount of such Participant’s Participant Deferrals under the Plan for
      such Plan Year.

              


      

    

     

    


    
      
        I-1

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        	
                (8)  

              	
                Cash Balance
      Account:  An individual account for each Participant who
      was a participant in the Excess Defined Benefit Plan who is an Eligible
      Employee as of the Effective Date, which is credited with his Cash Balance
      Deferral as provided in Section 3.4 and which is thereafter adjusted to
      reflect changes in value as provided in Section
  3.5.

              


      

    

     

    
      
        	
                (9)  

              	
                Cash Balance
      Deferral:  The lump sum value of the Participant’s
      accrued benefit under the Excess Defined Benefit Plan as of December 31,
      2007, as determined under the terms of such
  plan.

              


      

    

     

    
      
        	
                (10)  

              	
                Change in
      Control:  Except as otherwise provided herein, the
      existence of a “Change in Control” shall be determined with respect to the
      Company and shall have the same meaning as such term has in the Cameron
      International Corporation 2005 Equity Incentive Plan.  With
      respect to an Employer other than the Company, the Employer shall be
      deemed to have undergone a Change in Control in the event that
      (a) the Employer ceases to be an Affiliate of the Company, provided
      that the transaction or series of transactions that resulted in such
      cessation constitutes a change in the ownership or effective control of
      the Employer or a majority shareholder of the Employer (or any corporation
      in a chain of corporations in which each corporation is a majority
      shareholder of another corporation in the chain, with the chain ending at
      the Employer), or (b) there is a change in the ownership of a
      substantial portion of the Employer’s assets, in each case within the
      meaning of Section 409A(a)(2)(A)(v) of the
Code.

              


      

    

     

    
      
        	
                (11)  

              	
                Code:  The
      Internal Revenue Code of 1986, as amended.  References herein to
      provisions of the Code shall include any successor statute and the
      applicable regulations or other authoritative guidance promulgated
      thereunder.

              


      

    

     

    
      
        	
                (12)  

              	
                Committee:  The
      Cameron International Corporation Plans Administration
      Committee.

              


      

    

     

    
      
        	
                (13)  

              	
                Company:  Cameron
      International Corporation, its corporate successors, and the surviving
      corporation resulting from the merger of Cameron International Corporation
      with any other
corporation(s).

              


      

    

     

    
      
        	
                (14)  

              	
                Compensation:  Base
      Salary and/or Bonus.

              


      

    

     

    
      
        	
                (15)  

              	
                Deferral
      Account:  An individual account for each Participant,
      with one subaccount to which is credited his Participant Deferrals
      pursuant to Section 3.1 and with another subaccount to which is credited
      the value of his Supplemental Basic Account (as defined under this Plan
      prior to the Effective Date) as of December 31, 2007, and which
      separate subaccounts are adjusted to reflect changes in value as provided
      in Section 3.5.

              


      

    

     

     

    
      
        
          I-2

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                (16)  

              	
                Effective
      Date:  January 1, 2008, as to this restatement of the
      Plan except as otherwise provided herein.  The original
      effective date of the Plan was January 1,
  2003.

              


      

    

     

    
      
        	
                (17)  

              	
                Eligible
      Employee:  Each individual who has been selected by the
      Chief Executive Officer of the Company for participation in the
      Plan.

              


      

    

     

    
      
        	
                (18)  

              	
                Eligibility
      Period:  The 30-day period following an Eligible
      Employee’s notification by the Committee of eligibility to participate in
      the Plan.

              


      

    

     

    
      
        	
                (19)  

              	
                Employer:  The
      Company and any other adopting entity that is designated to participate in
      the Plan pursuant to the provisions of Section
  2.4.

              


      

    

     

    
      
        	
                (20)  

              	
                ERISA:  The
      Employee Retirement Income Security Act of 1974, as
    amended.

              


      

    

     

    
      
        	
                (21)  

              	
                Excess Defined Benefit
      Plan:  The Cameron International Corporation Supplemental
      Excess Defined Benefit Plan.

              


      

    

     

    
      
        	
                (22)  

              	
                Exchange
      Act:  The Securities Exchange Act of 1934, as
      amended.

              


      

    

     

    
      
        	
                (23)  

              	
                Funds:  The
      investment funds, if any, designated from time to time by the Committee
      for the deemed investment of Accounts pursuant to Section
    4.1.

              


      

    

     

    
      
        	
                (24)  

              	
                Inactive
      Participant: 
      An individual (a) for whom Account(s) were maintained under
      the Plan as of December 31, 2007 but who has not been designated as
      eligible to participate in the Plan as of or after January 1, 2008 in
      accordance with Section 2.1 or (b) who became a Participant on or after
      January 1, 2008 but whose eligibility to continue to defer Compensation
      and receive an allocation of Matching Deferrals and Retirement Deferrals
      under the Plan has ceased pursuant to Section
  2.2.

              


      

    

     

    
      
        	
                (25)  

              	
                Matching
      Account:  An individual account for each Participant,
      with one subaccount to which is credited the Matching Deferrals made on
      his behalf pursuant to Section 3.2 and with another subaccount to which is
      credited the value of his Supplemental Matching Account (as defined under
      the Plan prior to the Effective Date) as of December 31, 2007, and
      which separate subaccounts are adjusted to reflect changes in value as
      provided in Section 3.5.

              


      

    

     

    
      
        	
                (26)  

              	
                Matching
      Deferrals:  Deferrals made by the Employer on a
      Participant’s behalf pursuant to Section
3.2.

              


      

    

     

    
      
        	
                (27)  

              	
                Participant:  Each
      Eligible Employee who has become a Participant pursuant to Article II
      or as a result of the transfer of certain account balances from the Excess
      Defined Benefit Plan to the Plan.  Where the context requires,
      the term “Participant” shall be deemed to include an Eligible Employee for
      purposes of Section 3.1 if such Eligible Employee has not yet become a
      Participant pursuant to Section 2.1.  The term “Participant”
      shall also include an Inactive Participant except as otherwise described
      in Section 2.3.

              


      

    

     

    
      
        	
                (28)  

              	
                Participant
      Deferrals:  Deferrals made by a Participant pursuant to
      Section 3.1.

              


      

    

     

     

    
      
        I-3

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      
        	
                (29)  

              	
                Plan:  The
      Cameron International Corporation Nonqualified Deferred Compensation Plan,
      as amended from time to time.

              


      

    

     

    
      
        	
                (30)  

              	
                Plan
      Year:  The twelve consecutive month period commencing
      January 1 of each year.

              


      

    

     

    
      
        	
                (31)  

              	
                Qualified
      Compensation:  “Compensation” as defined under the
      Savings Plan, but determined without regard to the limitation under
      Section 401(a)(17) of the
Code.

              


      

    

     

    
      
        	
                (32)  

              	
                Retirement
      Account:  An individual account for each Participant
      which is credited with his Retirement Deferrals and which is thereafter
      adjusted to reflect changes in value as provided in Section
      3.5.

              


      

    

     

    
      
        	
                (33)  

              	
                Retirement
      Deferrals:  Deferrals made by the Employer on a
      Participant’s behalf pursuant to
  Section 3.3.

              


      

    

     

    
      
        	
                (34)  

              	
                Savings
      Plan:  The Cameron International Corporation Retirement
      Savings Plan, as amended from time to time, and, for purposes of Section
      3.1(c), any other plan that includes a cash or deferred arrangement that
      is subject to Section 401(k) of the Code and is maintained by the Employer
      or an employer under common control with the Employer (within the meaning
      of Section 414(b), (c) or (m) of the
Code).

              


      

    

     

    
      
        	
                (35)  

              	
                Specified
      Employee:  An individual who on the date of his
      Termination of Service meets the definition of “key employee” in Section
      416(i) of the Code (applied in accordance with the Treasury Regulations
      promulgated thereunder and without regard to subparagraph (5) thereof)
      and, as of the date of his Termination of Service, the Company or any
      Affiliate is publicly traded on an established securities market or
      otherwise.  The identification of Specified Employees for
      purposes of distributions upon Termination of Service pursuant to Article
      VII shall be made in accordance with the general requirements of Section
      409A(a)(2)(B)(i) of the Code pursuant to any method elected by the
      Committee or, if no such election is made, under the default rules under
      such Code Section.

              


      

    

     

    
      
        	
                (36)  

              	
                Termination of
      Service:  The termination of a Participant’s employment
      with the Employer and all Affiliates for any reason
      whatsoever.  Notwithstanding anything to the contrary herein, a
      Participant shall not be considered to have incurred a Termination of
      Service for purposes of the Plan if his termination does not constitute a
      “separation from service” within the meaning of Section 409A(a)(2)(A)(i)
      of the Code.

              


      

    

     

    
      
        	
                (37)  

              	
                Trust:  The
      irrevocable grantor trust established under the Trust
      Agreement.

              


      

    

     

    
      
        	
                (38)  

              	
                Trust
      Agreement:  The agreement entered into between the
      Employer and the Trustee pursuant to Article
X.

              


      

    

     

    
      
        	
                (39)  

              	
                Trust
      Fund:  The funds and properties held pursuant to the
      provisions of the Trust Agreement, together with all income, profits and
      increments thereto.

              


      

    

     

    
      
        	
                (40)  

              	
                Trustee:  The
      independent commercial trustee or trustees qualified and acting under the
      Trust Agreement at any time.

              


      

    

     

     

    
      
        
          I-4

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                (41)  

              	
                Valuation
      Date:  Each day that the New York Stock Exchange is open
      for business.

              


      

    

     

    
      
        	
                (42)  

              	
                Vested
      Interest:  The portion of a Participant’s Accounts which,
      pursuant to the Plan, is
nonforfeitable.

              


      

    

     

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

     

        1.3   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.

     

    
      
         I-5

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    


    II.

     

    


     

    Participation

     

          2.1   Participation.

     

    (a)   Each
individual who was a Participant in the Plan as of December 31, 2007 shall
remain a Participant, provided that, unless such Participant is selected as an
Eligible Employee as of the Effective Date or thereafter pursuant to Section
2.1(b) or 2.1(c), such individual shall be an Inactive Participant.

     

    (b)  The
Chief Executive Officer of the Company, in his sole discretion, shall select and
notify those management or highly compensated employees of the Employer who
shall become Eligible Employees.  An Eligible Employee may become a
Participant, effective as of the first day of the next Plan Year following such
Eligible Employee’s notification of eligibility, by executing and filing with
the Committee the Compensation deferral election prescribed by the Committee
prior to the start of such Plan Year.  No Participant in the Plan
prior to the Effective Date shall be an Eligible Employee unless notified of his
eligibility for participation in the Plan on or after the Effective Date
pursuant to this Section 2.1(b) or Section 2.1(c).

     

    (c)  Notwithstanding
Section 2.1(b), after the start of a Plan Year, the Chief Executive Officer of
the Company may, in his discretion, select and notify those Eligible Employees
who may become Participants with respect to such Plan Year by executing and
filing with the Committee, prior to the close of such Eligible Employee’s
Eligibility Period and in accordance with the procedures established by the
Committee, the Compensation deferral election prescribed by the
Committee.  An Eligible Employee who has filed such election in
accordance with this Section 2.1(c) shall become a Participant and be eligible
to begin deferring Compensation under the Plan as of the first day of the first
payroll period as may be administratively feasible after such election is timely
filed; provided, however, that, as further described in Section 3.1(b)(iv), the
Compensation deferred must be Compensation for services performed after the
election.  Notwithstanding anything to the contrary in this Section
2.1(c), any Eligible Employee who has been notified of his eligibility for
participation in the Plan in a Plan Year but after the start of such Plan Year
shall not be permitted to begin participating in the Plan during such Plan Year
unless he has been ineligible (other than for accrual of earnings) to
participate in the Plan and all other nonqualified deferred compensation plans
that are required to be aggregated with the Plan under Section 409A of the Code
at any time during the 24-month period ending on the date the Eligible Employee
is again designated for participation in the Plan pursuant to this Section
2.1(c).  Any Eligible Employee who is precluded from beginning to
participate in the Plan during the Plan Year of his notification pursuant to the
preceding sentence may begin participating in the Plan effective as of the first
day of the next Plan Year following his notification of eligibility by executing
and filing with the Committee the Compensation deferral election prescribed by
the Committee prior to the start of such Plan Year.

     

    (d)  Any
Eligible Employee who has not filed a deferral election in accordance with
Section 2.1(b) or 2.1(c) but whose Retirement Contributions (as such terms are
defined under the Savings Plan) under the Savings Plan are limited by the
provisions of Section 401(a)(4), 401(a)(17) and/or 415 of the Code shall become
a Participant automatically upon being impacted by such
limitation(s).

     

     

     

    
      
        
          II-1

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)  Any
individual who will be credited by the Employer with a Cash Balance Deferral in
accordance with Section 3.4 shall become a Participant effective as of the
Effective Date.

     

    (f)   Subject
to the provisions of Section 2.2, a Participant who has been notified of his
eligibility for participation in the Plan for any Plan Year commencing on or
after the Effective Date (or after the start of any such Plan Year) shall remain
eligible to defer Compensation hereunder and receive an allocation of Matching
Deferrals and Retirement Deferrals for each Plan Year following his commencement
of participation in the Plan until his Termination of Service.

     

         2.2   Cessation
of Active Participation.  Notwithstanding any provision herein
to the contrary, an individual who has become a Participant in the Plan pursuant
to Section 2.1(b) or 2.1(c) shall cease to be entitled to defer Compensation
hereunder and receive an allocation of Matching Deferrals and Retirement
Deferrals effective as of the last day of any Plan Year date designated by the
Chief Executive Officer of the Company.  Any such action by the Chief
Executive Officer shall be communicated to the affected individual prior to the
effective date of such action.  Such an individual may again become
entitled to defer Compensation hereunder and receive an allocation of Matching
Deferrals and Retirement Deferrals beginning as of the first day of any
subsequent Plan Year selected by the Chief Executive Officer in his sole
discretion.

     

         2.3   Effect of
Inactive Participant Status.  Each Inactive Participant shall
have all the rights of a Participant hereunder, provided that, notwithstanding
anything to the contrary herein, he shall be ineligible to defer Compensation
hereunder and receive an allocation of Matching Deferrals and Retirement
Deferrals unless he is again chosen as an Eligible Employee in accordance with
the provisions of Section 2.1.  In addition, notwithstanding anything
to the contrary herein, subject to Section 10.3 and unless later selected as
Eligible Employees pursuant to the provisions of Section 2.1(b) or 2.1(c), the
Accounts of individuals who are Inactive Participants as of the Effective Date
shall be funded by the Employer pursuant to the provisions of the Plan as in
effect on December 31, 2007 and they shall be deemed to receive earnings with
respect to their Accounts only in accordance with Section
4.3.  Finally, in accordance with Section 7.3(b), an Inactive
Participant shall not be eligible to elect installment payment for distribution
of his Plan benefits.

     

     

     

     

    
      
        II-2

      

      
        
        

        
          

        

      

      
        
        

      

    

    


          2.4   Designation
of Additional Employers.  It is contemplated that other
Affiliates may be designated to participate this Plan and thereby become an
Employer.  Any Affiliate, whether or not presently existing, may
become a party hereto if designated to so participate by the
Committee.  Except as otherwise provided herein, the provisions of the
Plan shall apply separately and equally to each Employer and its employees in
the same manner as is expressly provided for the Company and its employees,
except that the power to appoint or otherwise affect the Trustee and the power
to amend or terminate the Plan or amend the Trust Agreement shall be exercised
by the Committee alone.  Transfer of employment among Employers and
Affiliates shall not be considered a termination of employment hereunder and
service with one Employer shall be considered service with all
others.  Any Employer may, by appropriate action of its officers
without the need for approval of its board of directors (or noncorporate
counterpart) or the Committee, terminate its participation in the
Plan.  Moreover, the Committee may, in its discretion, terminate an
Employer’s Plan participation at any time, but distributions pursuant to any
such termination of an Employer’s participation in the Plan shall be subject to
the provisions of Section 11.5 and Treasury Regulation
§ 1.409A-3(j)(4)(ix).  Notwithstanding the foregoing, the
termination of an Employer’s Plan participation may be effective only as of the
end of a Plan Year if the Employer remains an Affiliate of the Company following
such termination or, if the Employer does not remain as an Affiliate of the
Company at such time, the termination shall be effective only at a time that
complies with Section 409A of the Code.

     

    


     

    


     

     

    
      
        
          III-3 

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    III.

     

    


     

    Account Credits and
Allocations of Income or Loss

     

          3.1   Participant
Deferrals.

     

    (a)  A
Participant meeting the eligibility requirements of Section 2.1
may:

     

     (i)  Elect to defer a
portion of such Participant’s Base Salary for each Plan Year in an amount equal
to a specific dollar amount per pay period of such Participant’s Base Salary or
an integral percentage of from 1% to 20% of such Participant’s Base
Salary.  If a Participant elects to defer an integral percentage of
such Participant’s Base Salary, such Participant may elect to establish a
maximum Base Salary deferral, the dollar amount of which such Participant’s
combined aggregate total of Base Salary deferrals for any Plan Year shall not
exceed; and/or

     

    (ii)   Elect
to defer a portion of such Participant’s Bonus for each Plan Year in an amount
equal to a specific dollar amount of such Participant’s Bonus or an integral
percentage of from 1% to 75% of such Participant’s Bonus.  If a
Participant elects to defer an integral percentage of such Participant’s Bonus,
such Participant may elect to establish a maximum Bonus deferral, the dollar
amount of which such Participant’s Bonus deferral for any Plan Year shall not
exceed.

     

    In the
event that a Participant elects to defer an amount of Compensation pursuant to
both Sections 3.1(a)(i) and 3.1(a)(ii) for any Plan Year, such Participant may
also elect to establish a maximum combined Base Salary and Bonus deferral, the
dollar amount of which such Participant’s combined aggregate total of Base
Salary and Bonus deferrals for such Plan Year shall not exceed.

     

    (b)  Compensation
for a Plan Year not deferred pursuant to elections under Section 3.1(a) shall be
received by such Participant in cash.  A Participant’s annual election
to defer an amount of his Compensation pursuant to this Section 3.1 shall comply
with the following requirements:

     

     (i)  Such election
shall be made by effecting, on the form prescribed by the Committee and prior to
the start of each Plan Year (except for newly Eligible Employees under Section
2.1(c)), a Participant Deferral election pursuant to which the Participant
authorizes the Employer to reduce his Compensation in the elected amount and
specifies the applicable time and form of payment of his benefits in accordance
with the provisions of Article VII.  In consideration of such
election, the Employer agrees to credit the amount specified in such election,
subject to applicable Plan requirements to such Participant’s Deferral Account
maintained under the Plan.

     

    (ii)  The
reduction in a Participant’s Compensation pursuant to his Participant Deferral
election shall be effected by Compensation reductions each payroll period as
determined by the Committee following the effective date of such
election.  Such Compensation reductions shall apply with respect to
all Compensation earned within the Plan Year to which the Participant Deferral
election relates (except as provided in Sections 2.1(c) and 3.1(b)(iv)
concerning newly Eligible Employees and Section 3.1(a) concerning maximum
Participant Deferral elections) regardless of whether such Compensation is to be
paid in the current Plan Year or the next following Plan Year.  For
the sake of clarity, Compensation reductions attributable to elections to defer
a Participant’s Bonus earned during a Plan Year shall be made within the next
following Plan Year if the Bonus to which the Participant Deferral election
relates is paid in such next following Plan Year.

     

     

     

     

    
      
        III-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii)  Participant
Deferrals made by a Participant shall be paid by the Employer to the Trust as
soon as administratively feasible following the date upon which the Compensation
deferred would have been received by such Participant in cash if he had not
elected to defer such amount pursuant to this Section 3.1 and such Participant
Deferrals shall be credited to the Participant’s Deferral Account as of the date
such Participant Deferrals are received by the Trustee.

     

    (iv)  Such
election shall become effective as of the first day of the Plan Year that is
immediately after the date the election is effected by the Participant and filed
with the Committee.  Notwithstanding the foregoing, a Participant
Deferral election made by an Eligible Employee who becomes a Participant
pursuant to Section 2.1(c) shall (i) become effective with respect to
deferrals of the Participant’s Base Salary as of the first day of the first
payroll period as may be administratively feasible after such election filed and
shall be effective only with respect to Base Salary earned on or after the first
day of such payroll period and after the timely filing of such election, (ii)
become effective as soon as administratively feasible with respect to
deferrals of the Participant’s Bonus Compensation for the Plan Year that is
earned over a performance period that coincides with the Plan Year or such
Participant’s term of employment during such Plan Year, if less (“Annual Bonus
Compensation”), but shall apply only to a portion of the Participant’s Annual
Bonus Compensation for the Plan Year equal to the total amount of the
Participant’s Annual Bonus Compensation for the Plan Year multiplied by the
ratio of the number of days remaining in the Plan Year after the timely election
over the total number of days in the Plan Year during which the Participant was
employed by the Employer, and (iii) become effective with respect to Bonus
Compensation other than Annual Bonus Compensation at the start of the first
performance period that coincides with or begins after the date that the
Participant first defers Bonus under the Plan.

     

    (v)  A
Participant Deferral election shall remain in force and effect for the entire
Plan Year (or portion thereof) to which such election relates and, subject to
Section 3.1(c), shall be irrevocable for such Plan Year.

     

    (vi)  Any
Plan provisions to the contrary notwithstanding, a Participant Deferral election
shall be suspended during any period of unpaid leave of absence from the
Employer and shall terminate immediately on the date such Participant incurs a
Termination of Service.

     

    (vii)  If
a Participant has made a Participant Deferral election for any Plan Year, such
election shall no longer be effective as of the first day of the subsequent Plan
Year, except with respect to Compensation earned but not paid during the prior
Plan Year.

     

     

     

     

    
      
        III-2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (viii)  A
Participant who has made a Participant Deferral election may make a new
Participant Deferral election for a subsequent Plan Year, if he satisfies the
eligibility requirements set forth in Section 2.1, by effecting a new
Participant Deferral election prior to the first day of such Plan Year and
within the time period prescribed by the Committee.

     

    (c)    In
the event that a Participant receives a hardship distribution from the Savings
Plan in accordance with Treas. Reg. §1.401(k)-1(d)(3), then such Participant’s
Participant Deferral election then in effect, if any, shall terminate effective
as soon as administratively practicable after such distribution.  A
Participant whose Compensation deferral election has been so terminated may
again elect to defer a portion of his Compensation effective as of the first day
of any subsequent Plan Year during which he is an Eligible Employee by executing
and delivering to the Employer, in accordance with the procedures established by
the Committee, a new Compensation deferral election prior to the start of such
Plan Year; provided, however, that a Participant shall not be permitted to elect
to defer his Compensation prior to the first day of the first Plan Year
commencing after the end of the elective deferral suspension period applicable
to the Participant under the Savings Plan in connection with his receipt of a
hardship distribution.

     

     3.2   Matching
Deferrals.

     

    (a)   For
each Plan Year, the Employer shall defer on behalf of each Participant an amount
equal to (A) Participant Deferrals up to 6% of his Qualified Compensation,
minus (B) an amount equal to 100% of the maximum Matching Contributions that
such Participant was eligible to receive under the Savings Plan for such Plan
Year, with such maximum amounts to be determined based on a full plan year’s
participation in the Savings Plan for such Plan Year.  Such Matching
Deferrals shall be made under the Plan regardless of whether or the extent to
which the Participant makes Basic Contributions under the Savings Plan for such
Plan Year.  Matching Deferrals made on a Participant’s behalf pursuant
to this Section 3.2 for a Plan Year shall be credited to such Participant’s
Matching Account as of the date received by the Trustee.

     

    (b)   Notwithstanding
anything to the contrary in this Section 3.2, the amount of Matching Deferrals
with respect to any Participant for a Plan Year shall not be affected by such
Participant’s actions or inactions under the Savings Plan or any other qualified
employer plan (as defined under Section 409A of the Code) that is sponsored by
the Employer or its Affiliates and that provides for matching or other similar
contingent contributions with respect to elective deferrals and other employee
pre-tax contributions subject to the contribution restrictions under Section
401(a)(3) or 402(g) of the Code, and any after-tax contributions by such
Eligible Participant to the Savings Plan or any such other qualified employer
plan, to the extent that such actions or inactions would cause (i) an
increase in the Matching Deferrals under the Plan for such Participant in excess
of the limit with respect to elective deferrals under Section 402(g)(1)(A), (B),
and (C) of the Code in effect for the Plan Year in which such action or inaction
occurs, (ii) a decrease in the Matching Deferrals under the Plan for such
Participant in excess of such Code limit and (iii) the amount of Matching
Deferrals to exceed 100% of the matching or contingent amounts that would be
provided under such qualified employer plan(s) absent plan-based restrictions
that reflect limits on qualified plan contributions under the Code.

     

     

     

     

    
      
        III-3

      

      
        
        

        
          

        

      

      
        
        

      

    

     

          3.3   Retirement
Deferrals.  For each Plan Year, the Employer shall defer an
amount on behalf of each Participant equal to 3% of the excess, if any, of such
Participant’s Qualified Compensation over the limit applicable under Section
401(a)(17) of the Code under the Savings Plan for such Plan Year.  In
addition, for each Plan Year, the Employer shall defer an amount on behalf of
each Participant equal to the amount, if any, by which his Retirement
Contributions under the Savings Plan for such Plan Year were limited by Section
401(a)(4) and/or 415 of the Code.  Retirement Deferrals made on a
Participant’s behalf pursuant to this Section 3.3 for a Plan Year shall be
credited to such Participant’s Retirement Account as of the date received by the
Trustee.

     

          3.4   Cash
Balance Deferrals.  On the Effective Date, each Eligible
Employee who was a participant in the Cameron International Corporation
Supplemental Excess Defined Benefit Plan (the “Cash Balance Participants”) shall
have a Cash Balance Account established in his or her name.  The
Employer shall contribute the aggregate amount of the Cash Balance Deferrals on
behalf of all Cash Balance Participants to the Trust as soon as administratively
practicable following the Effective Date and each Cash Balance Participant’s
Cash Balance Account shall be credited with his Cash Balance Deferrals as of the
date received by the Trustee.  From and after such initial
establishment of the Cash Balance Accounts under the Plan and credit as
described in this Section 3.4, no further deferrals shall be credited to
such Accounts but such Accounts shall be adjusted to reflect changes in value as
provided in Section 3.5.

     

         3.5   Valuation
of Accounts.  Subject to Section 4.3, all amounts credited to
an Account shall be deemed invested in accordance with Article IV on the date
such amount is credited to the Account, and, except as provided in Section 4.2,
the balance of each Account shall reflect the result of the daily pricing of the
assets in which such Account is deemed invested from the time of such crediting
until the time of distribution.

     

    


     

     

     

    
      
        III-4

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IV.

     

    


     

    Deemed Investment of
Funds

     

     4.1   Participant
Directions.

     

    (a)  Each
Participant shall designate, in accordance with the procedures established from
time to time by the Committee, the manner in which the amounts allocated to his
Accounts shall be deemed to be invested from among the Funds made available from
time to time for such purpose by the Committee.  Such Participant may
designate one of such Funds for the deemed investment of all the amounts
allocated to his Accounts or he may split the deemed investment of the amounts
allocated to his Accounts between such Funds in such increments as the Committee
may prescribe.  If a Participant fails to make a proper designation,
then his Accounts shall be deemed to be invested in the Fund or Funds designated
by the Committee from time to time in a uniform and nondiscriminatory
manner.  In the event that during any Plan Year the Committee does not
make available Funds for the deemed investment of the amounts in Participants’
Accounts, the amounts in each Participant’s Accounts shall be credited with
earnings at a rate of return set by the Committee prior to the start of the
period during which no such Funds are available for the deemed investment of the
amounts in Participants’ Accounts.

     

    (b)  A
Participant may change his deemed investment designation for future deferrals to
be allocated to his Accounts.  Any such change shall be made in
accordance with the procedures established by the Committee and the frequency of
such changes may be limited by the Committee.

     

    (c)  A
Participant may elect to convert his deemed investment designation with respect
to the amounts already allocated to his Accounts.  Any such conversion
shall be made in accordance with the procedures established by the Committee and
the frequency of such conversions may be limited by the Committee.

     

         4.2   Crediting
Rate in the Absence of Funds.  Notwithstanding the provisions
of Sections 3.5 and 4.1, if for any Plan Year (or portion thereof) the Committee
does not make available Funds for the deemed investment of the amounts in
Participants’ Accounts, then the amounts in each Participant’s Accounts shall be
credited with earnings during such period based upon a rate of return set by the
Committee prior to the start of such period.  The rate of return set
by the Committee may be fixed for the entire Plan Year (or portion thereof) or
it may vary from time to time based on one or more benchmark rates selected by
the Committee.  As of each Valuation Date that occurs during a period
for which this Section 4.2 applies, each Account of a Participant shall be
increased to reflect an earnings allocation as described in this Section 4.2
based upon the balance in such Account as of the next preceding Valuation Date;
provided, however, that the balance of such Account as of the next preceding
Valuation Date shall be reduced by the amount of any distributions made
therefrom since the next preceding Valuation Date.

     

     

     

     

    
      
        IV-1

      

      
        
        

        
          

        

      

      
        
        

      

    

        4.3   Interest
for Certain Inactive Participants.  Notwithstanding anything to
the contrary herein, each month, the Accounts of each individual who was an
Inactive Participant on the Effective Date shall be deemed to earn, and, as of
the last day of such month, shall be credited with, a rate of interest equal to
the average rate earned in the Fixed Income Fund of the Savings Plan during such
month.  Notwithstanding the preceding provisions of this Section 4.3,
in the event that an individual who was an Inactive Participant on the Effective
Date later becomes an Eligible Employee, from and after the time he is
designated as an Eligible Employee, his Accounts shall be credited with deemed
investment earnings pursuant to the provisions of Section 4.1 and/or 4.2, as
applicable.

    


     

     

    
      
        
          IV-2 

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    V.

     

    


     

    Determination of Vested
Interest and Forfeitures

     

        5.1   Deferral,
Matching and Cash Balance Accounts.  A Participant shall have a
100% Vested Interest in his Deferral Account, Matching Account and Cash Balance
Account (if any) at all times.

     

        5.2   Retirement
Account.  A Participant’s Vested Interest in his Retirement
Account shall equal such Participant’s Vested Interest in his “Retirement
Account” under the Savings Plan.

     

        5.3   Forfeitures.  A
Participant who has a Vested Interest in his Retirement Account that is less
than 100% as of the date of his Termination of Service shall forfeit to the
Employer the nonvested portion of such Account as of the date of such
termination.  Notwithstanding the preceding provisions of this Article
V, the vested portion of a Participant’s Account(s) may be forfeited to the
Employer under Section 7.7.

     

    


     

     

     

    
      
        V-1 

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    VI.

     

    


     

    In-Service Withdrawals and
Loans

     

        6.1   Prohibition
on In-Service Withdrawals and Loans.  Participants shall not be
permitted to make withdrawals from the Plan prior to incurring a Termination of
Service.  Participants shall not, at any time, be permitted to borrow
from their Accounts or the Trust Fund.

     

    


     

    


     

     

     

    
      
        VI-1 

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    VII.

     

    


     

    Termination
Benefits

     

        7.1   Amount of
Benefit.  Upon a Participant’s Termination of Service, the
Participant, or, in the event of the death of the Participant, the Participant’s
Beneficiary, shall be entitled to a benefit equal in value to the Participant’s
Vested Interest in the balance in his Accounts as of the Valuation Date next
preceding the date the payment of such benefits is to be made or commence
pursuant to Section 7.2.

     

     7.2    Time of
Payment.

     

      (a)  Subject
to Sections 7.2(b) and 7.2(c) and Section 11.10, payment of a Participant’s
benefit under Section 7.1 shall be made or, in the case of installment payments
elected pursuant to Section 7.3(b), commence upon the Valuation Date coincident
with or next succeeding the date of such Participant’s Termination of
Service.

     

      (b)  Notwithstanding
anything to the contrary herein, in the case of a Participant who is a Specified
Employee, a distribution upon such Participant’s Termination of Service (other
than a Termination of Service that occurs as a result of his death) shall be
made or commence to be made, as applicable, on the first business day that is
six months after the Valuation Date coincident with or next succeeding the date
of such Participant’s Termination of Service (or, if earlier, the death of the
Participant).  If such Participant elected installment payments
pursuant to Section 7.3(b), the second and subsequent installment payments shall
occur on the Valuation Date coincident with or next following the anniversary of
the date of his Termination of Service and each subsequent anniversary of his
Termination of Service for the duration of the applicable installment
period.

     

      (c)  Notwithstanding
the foregoing provisions of this Section 7.2 or any election of installment
payments pursuant to Section 7.3(b), in the event of the death of a Participant
(including but not limited to a Specified Employee) prior to the commencement or
complete distribution of his Account(s), the remaining balances in his
Account(s) shall be paid to his Beneficiary in the form of a single lump sum as
soon as administratively practicable following his death.

     

    7.3   Alternative
Forms of Benefit Payments.

     

    (a)  Unless
a Participant has elected installment payments pursuant to Section 7.3(b),
a Participant’s benefit under Section 7.1 shall be paid in the form of a single
lump sum payment.

     

    (b)  A
Participant (other than an Inactive Participant) may elect to receive his
benefit payments under the Plan in annual installments, over any whole number of
years from two to five.  Any such election shall be made by the
Participant in writing on the form prescribed by the Committee at the time
specified in Section 7.3(c).  The amount of each annual installment
shall be computed by dividing the Participant’s Vested Interest in the unpaid
balance in his Accounts as of the Valuation Date next preceding the date of
payment of such annual installment by the number of annual installments
remaining.  Notwithstanding any election by a Participant to receive
his benefit payments under the Plan in installments, in the event of such
Participant’s death prior to the end of the applicable installment period, the
remaining balance in such Participant’s Account shall be paid as soon as
administratively feasible following his death in one lump sum payment to such
Participant’s Beneficiary.

     

     

     

    
      
        
          VII-1

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  A
Participant’s election pursuant to Section 7.3 shall be made on or before the
date he first becomes a Participant; provided, however, that any employee of the
Employer who was a Participant prior to the Effective Date shall make such
election on or before December 31, 2007.

     

    7.4   Beneficiaries.

     

    (a)  Each
Participant shall have the right to designate the Beneficiary or Beneficiaries
to receive payment of his benefit in the event of his death.  Each
such designation shall be made by executing the Beneficiary designation form
prescribed by the Committee and filing the same with the
Committee.  Any such designation may be changed at any time by
execution of a new designation in accordance with this Section.

     

    (b)  If
no such designation is on file with the Committee at the time of the death of
the Participant or such designation is not effective for any reason as
determined by the Committee, then the designated Beneficiary or Beneficiaries to
receive such benefit shall be as follows:

     

    (i)  If
a Participant leaves a surviving spouse, his benefit shall be paid to such
surviving spouse;

     

    (ii)  If
a Participant leaves no surviving spouse, his benefit shall be paid to such
Participant’s executor or administrator, or to his heirs at law if there is no
administration of such Participant’s estate.

     

        7.5   Accelerated
Pay-Out of Certain Benefits.  Notwithstanding any provision in
Section 7.3(b) to the contrary, if a Participant’s benefit payments are to be
paid in a form other than entirely in a single lump sum payment and the
aggregate amount to be paid with respect to such Participant is less than
$100,000, then the Committee shall cause the entire remaining Vested Interest in
the balance in such Participant’s Accounts to be paid in a single lump sum
payment as soon as administratively practicable following such Participant’s
Termination of Service, but subject to the delayed payment requirement for
Specified Employees described in Section 7.2(b).

     

        7.6   Payment
of Benefits.  To the extent the Trust Fund, if any, has
sufficient assets, the Trustee shall pay benefits to Participants or their
Beneficiaries, except to the extent the Employer pays the benefits directly and
provides adequate evidence of such payment to the Trustee.  To the
extent the Trustee does not or cannot pay benefits out of the Trust Fund or no
Trust Fund has been established, the benefits shall be paid by the
Employer.  Any benefit payments made to a Participant or for his
benefit pursuant to any provision of the Plan shall be debited to such
Participant’s Accounts.  All benefit payments shall be made in cash to
the fullest extent practicable.

     

     

     

    
      
        
          VII-2

        

      

      
        
        

        
          

        

      

      
        
        

      

    

        7.7   Unclaimed
Benefits.  In the case of a benefit payable on behalf of a
Participant, if the Committee is unable to locate the Participant or Beneficiary
to whom such benefit is payable, upon the Committee’s determination thereof,
such benefit shall be forfeited to the Employer.  Notwithstanding the
foregoing, if subsequent to any such forfeiture the Participant or Beneficiary
to whom such benefit is payable makes a valid claim for such benefit, such
forfeited benefit (without any adjustment for earnings or loss after the time of
such forfeiture) shall be restored to the Plan by the Employer and paid in
accordance with the Plan.

     

        7.8   Other
Permitted Accelerated Payments.  Notwithstanding anything to
the contrary in the Plan, the Committee may direct the accelerated payment of
Plan benefits under the following circumstances:   

     

        (a)   an
individual other than the Participant shall be entitled to receive distribution
of all or such portion of the Vested Interest in such Participant’s account to
the extent necessary to fulfill a domestic relations order (as defined in
Section 414(p)(1)(B) of the Code) relating to such Participant;

     

        (b)   a
Participant shall be entitled to receive distribution of all or such portion of
the Vested Interest in his Account, in a single lump sum payment to the extent
necessary for any Federal officer or employee in the executive branch to comply
with an ethics agreement with the Federal government;

     

        (c)   a
Participant shall be entitled to receive distribution of all or such portion of
the Vested Interest in his Account, in a single lump sum payment, to the extent
reasonably necessary to avoid the violation of an applicable Federal, state,
local or foreign ethics law or conflicts of interest law;

     

        (d)   a
Participant shall be entitled to receive a distribution of such portion
of  the Vested Interest his Account, in a single lump sum payment, as
is necessary to pay (I) the Federal Insurance Contributions Act (FICA) tax
imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Code, where
applicable, on Compensation deferred under the Plan (the “FICA Amount”), (II)
the income tax at source on wages imposed under Section 3401 of the Code, or the
corresponding withholding provisions of applicable state, local, or foreign tax
laws as a result of the payment of the FICA Amount, and (III) to pay the
additional income tax at source on wages attributable to the pyramiding Section
3401 wages and taxes; provided, however, that the total payment under this
Section 7.8(d) shall not exceed the aggregate of the FICA Amount and the income
tax withholding related to such FICA Amount;

     

        (e)   a
Participant shall be entitled to receive distribution of such portion of the
Vested Interest of his Account, in a single lump sum payment, as is required to
be included in the Participant’s income as a result of the failure of the Plan
to comply with Section 409A of the Code; provided, however, that such
distribution shall not exceed the amount required to be included in the
Participant’s income as a result of such failure;

     

     

     

    
      
        
          VII-3

        

      

      
        
        

        
          

        

      

      
        
        

      

    

        (f)   a
Participant shall be entitled to receive distribution of all or such portion of
the Vested Interest in his Account, in a single lump sum payment, to reflect
payment of state, local or foreign tax obligations arising from participation in
the Plan that apply to an amount deferred under the Plan before the amount is
paid or made available to the Participant.  Any such payment may not
exceed (I) the amount of such taxes as are due as a result of participation in
the Plan (the “Other Taxes”) and may be made in the form of withholding pursuant
to the provisions of the applicable law or by distribution directly to the
Participant and (II)  the income tax at source on wages imposed under
Section 3401 of the Code as a result of the distribution of the Other Taxes and
to pay the additional income tax at source on wages imposed under Section 3401
attributable to the payment of such additional Section 3401 wages and Other
Taxes;

     

        (g)   a
Participant shall be entitled to receive distribution of all or such portion of
the Vested Interest in his Account, in a single lump sum payment, in connection
with the settlement of an arms’ length bona fide dispute between the Employer
and the Participant as to the Participant’s right to benefits under the Plan to
the extent contemplated under Section 409A of the Code without causing such
distribution to be treated as an impermissible acceleration;

     

        (h)   a
Participant shall be entitled to receive distribution of all or such portion of
the Vested Interest in his Account, in a single lump sum payment, under any
other circumstance permitted under Treasury Regulation § 1.409A-3(j)(4) or any
successor regulation thereto or prescribed by the Commissioner of Internal
Revenue in generally applicable guidance published in the Internal Revenue
Bulletin; and

     

        (i)    the
Compensation Committee may direct, in its discretion, that the Vested Interest
of each Participant in his Account under the Plan be distributed in connection
with a termination of the Plan in accordance with Section 11.5.

     

    Any
distribution to be made pursuant to Section 7.8 (a)-(h) shall be made as soon as
administratively practicable following the determination that such distribution
should be made.

     

    


     

     

     

    
      
        VII-4

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    VIII.

     

    


     

    Administration of the
Plan

     

         8.1   Appointment
of Committee.  The general administration of the Plan shall be
vested in the Committee.

     

        8.2   Self-Interest
of Participants.  No member of the Committee shall have any
right to vote or decide upon any matter relating solely to himself under the
Plan or to vote in any case in which his individual right to claim any benefit
under the Plan is particularly involved.  In any case in which a
Committee member is so disqualified to act and the remaining members cannot
agree, the Compensation Committee shall appoint a temporary substitute member to
exercise all the powers of the disqualified member concerning the matter in
which he is disqualified.

     

        8.3   Committee
Powers and Duties.  The Committee shall supervise the
administration and enforcement of the Plan according to the terms and provisions
hereof and shall have all powers necessary to accomplish these purposes,
including, but not by way of limitation, the right, power, and
authority:

     

    (a)   To
make rules, regulations, and bylaws for the administration of the Plan that are
not inconsistent with the terms and provisions hereof, and to enforce the terms
of the Plan and the rules and regulations promulgated thereunder by the
Committee;

     

    (b)   To
construe in its discretion all terms, provisions, conditions, and limitations of
the Plan;

     

    (c)   To
correct any defect or to supply any omission or to reconcile any inconsistency
that may appear in the Plan in such manner and to such extent as it shall deem
in its discretion expedient to effectuate the purposes of the Plan;

     

    (d)   To
employ and compensate such accountants, attorneys, investment advisors, and
other agents, employees, and independent contractors as the Committee may deem
necessary or advisable for the proper and efficient administration of the
Plan;

     

    (e)   To
determine in its discretion all questions relating to eligibility;

     

    (f)   To
determine whether and when a Participant has incurred a Termination of Service,
and the reason for such termination;

     

    (g)   To
make a determination in its discretion as to the right of any person to a
benefit under the Plan and to prescribe procedures to be followed by
Participants and Beneficiaries in obtaining benefits hereunder;

     

    (h)   To
receive and review reports from the Trustee as to the financial condition of the
Trust Fund, including its receipts and disbursements; and

     

    (i)   To
establish or designate Funds as investment options as provided in Section
4.1.

     

     

     

     

    
      
        VIII-1

      

      
        
        

        
          

        

      

      
        
        

      

    

        8.4   Claims
Review.  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 Committee, which
procedures are hereby incorporated by reference as a part of the Plan as such
procedures may be amended from time to time by the Committee.

     

        8.5   Employer
to Supply Information.  The Employer shall supply full and
timely information to the Committee, including, but not limited to, information
relating to each Participant’s Compensation, retirement, death, or other cause
of Termination of Service and such other pertinent facts as the Committee may
require.  The Employer shall advise the Trustee, if any, of such of
the foregoing facts as are deemed necessary for the Trustee to carry out the
Trustee’s duties under the Plan and the Trust Agreement.  When making
a determination in connection with the Plan, the Committee shall be entitled to
rely upon the aforesaid information furnished by the Employer.

     

        8.6   Indemnity.  In
addition to whatever rights of indemnification a member of the Committee, or any
other person or persons to whom any power, authority, or responsibility is
delegated pursuant to the Plan, may be entitled under the articles of
incorporation, regulations, or by-laws of the Company, under any provision of
law, or under any other agreement or insurance policy or arrangement, the
Company shall satisfy any liability actually and reasonably incurred by any such
member or such other person or persons who are employed by the Company or any of
its affiliates or were so employed at the time of the conduct giving rise to the
liability occurred or failed to occur, 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, authority, responsibilities, or discretion
provided under the Plan in good faith, but not any such liability as may arise
out of willful misconduct.

     

        8.7    Change in
Control.  Notwithstanding any provision in the Plan to the
contrary, upon the occurrence of a Change in Control, the Committee’s powers and
duties under the Plan shall cease to the extent, if any, such powers and duties
are vested in the Trustee under the terms of any Trust Agreement.

     

    


     

     

     

    
      
        VIII-2

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IX.

     

    


     

    Administration of
Funds

     

        9.1   Payment
of Expenses.  All expenses incident to the administration of
the Plan and Trust, including but not limited to, legal, accounting, Trustee
fees, and expenses of the Committee, may be paid by the Employer and, if not
paid by the Employer, shall be paid by the Trustee from the Trust Fund, if
any.

     

        9.2     Trust
Fund Property.  All income, profits, recoveries, contributions,
forfeitures and any and all moneys, securities and properties of any kind at any
time received or held by the Trustee, if any, shall be held for investment
purposes as a commingled Trust Fund pursuant to the terms of the Trust
Agreement.  The Committee shall maintain one or more Accounts in the
name of each Participant, but the maintenance of an Account designated as the
Account of a Participant shall not mean that such Participant 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 from any other funds or
property contained in the commingled fund.  No Participant shall have
any title to any specific asset in the Trust Fund, if any.

     

    


     

     

     

    
      
        IX-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    X.

     

    


     

    Nature of the
Plan

     

        10.1   Establishment
of Trust Fund.  The Employer intends and desires by the
adoption of the Plan to recognize the value to the Employer of the past and
present services of employees covered by the Plan and to encourage and assure
their continued service with the Employer by making more adequate provision for
their future retirement security.  The establishment of the Plan is
made necessary by certain benefit limitations which are imposed on the Savings
Plan by ERISA and by the Code.  The Plan is intended to constitute an
unfunded, unsecured plan of deferred compensation for a select group of
management or highly compensated employees of the Employer.  Plan
benefits herein provided are a contractual obligation of the Employer which
shall be paid out of the Employer’s general assets.  Nevertheless,
subject to the terms hereof and of the Trust Agreement, subject to Section 2.4,
the Employer shall transfer money or other property to the Trustee to provide
Plan benefits hereunder and the Trustee shall pay Plan benefits to Participants
and Beneficiaries out of the Trust in accordance with the terms of the
Trust.  To the extent that the Employer transfers assets to the
Trustee pursuant to the Trust Agreement, the Committee may, but need not,
establish procedures for the Trustees to invest the Trust Fund in accordance
with each Participant’s designated deemed investments pursuant to Section 4.1
respecting the portion of the Trust Fund assets equal to such Participant’s
Accounts.

     

        10.2   Ownership
of Trust Fund Assets.  The Employer shall remain the owner of
all assets in the Trust Fund and the assets shall be subject to the claims of
the Employer’s creditors if the Employer ever becomes insolvent.  For
purposes hereof, the Employer shall be considered “insolvent” if (a) the
Employer is unable to pay its debts as such debts become due or (b) the Employer
is subject to a pending proceeding as a debtor under the United Sates Bankruptcy
Code (or any successor federal statute).  The Chief Executive Officer
of the Employer and its board of directors shall have the duty to inform the
Trustee in writing if the Employer becomes insolvent. Such notice given under
the preceding sentence by any party shall satisfy all of the parties’ duty to
give notice.  When so informed, the Trustee shall suspend payments to
the Participants and Beneficiaries and hold the assets for the benefit of the
Employer’s general creditors.  If the Trustee receives a written
allegation that the Employer is insolvent, the Trustee shall suspend payments to
the Participants and Beneficiaries and hold the Trust Fund for the benefit of
the Employer’s general creditors, and shall determine in the manner specified in
the Trust Agreement whether the Employer is insolvent.  If the Trustee
determines that the Employer is not insolvent, the Trustee shall resume payments
to the Participants and Beneficiaries.  No Participant or Beneficiary
shall have any preferred claim to, or any beneficial ownership interest in, any
assets of the Trust Fund, and, upon commencement of participation in the Plan,
each Participant shall have agreed to waive his priority credit position, if
any, under applicable state law with respect to the assets of the Trust
Fund.

     

        10.3  Limitation
on Funding.  Notwithstanding anything to the contrary herein or
in the Trust Agreement, in no event shall money and/or property be transferred
to the Trust if such transfer would result in adverse tax consequences to a
Participant pursuant to Section 409A(b) of the Code.

     

    


     

     

    
      
        
          X-1

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    XI.

     

    


     

    Miscellaneous

     

        11.1   No
Contract of Employment.  The adoption and maintenance of the
Plan shall not be deemed to be a contract of employment or for other services
between the Employer and any person or to be consideration for the employment of
any person.  Nothing herein contained shall be deemed to (a) give any
person the right to be retained in the employ or other service of the Employer,
(b) restrict the right of the Employer to discharge any person or terminate any
service relationship at any time, (c) give the Employer the right to require
that any person to remain in the employ or service of the Employer, (d) restrict
any person’s right to terminate his employment or service relationship with the
Employer at any time, or (e) be a commitment on the part of the Employer to
continue the rate of compensation of a Participant for any period.

     

        11.2  Alienation
of Interest Forbidden.  The interest of a Participant or his
Beneficiary or Beneficiaries hereunder may not be sold, transferred, assigned,
or encumbered in any manner, either voluntarily or involuntarily, and any
attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be null and void; neither shall the benefits hereunder be
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person to whom such benefits or funds are payable, nor shall they be an
asset in bankruptcy or subject to garnishment, attachment or other legal or
equitable proceedings.

     

        11.3  Payments
of Benefits to Others.  If any Participant or Beneficiary to
whom a benefit is payable under the Plan is unable to care for his affairs
because of illness or accident, any payment due (unless prior claim therefor
shall have been made by a duly qualified guardian or other legal representative)
may be paid to the spouse, parent, brother, or sister, or any other individual
deemed by the Committee to be maintaining or responsible for the maintenance of
such person.  Any payment made in accordance with the provisions of
this Section 11.3 shall be a complete discharge of any liability of the Plan
with respect to the benefit so paid.

     

        11.4  Withholding.  All
Participant Deferrals, Matching Deferrals, Retirement Deferrals and Cash Balance
Deferrals and payments provided for hereunder shall be subject to applicable
withholding and other deductions as shall be required of the Employer under any
applicable local, state or federal law.

     

        11.5  Amendment
and Termination.

     

    (a)   The
Committee may from time to time, in its discretion, amend, in whole or in part,
any or all of the provisions of the Plan; provided, however, that no amendment
may be made that would adversely affect any Participant who is receiving
benefits under the Plan or whose Accounts are credited with any contributions
thereto, unless an equivalent benefit is provided under another plan or program
sponsored by the Employer; provided further, however, that, notwithstanding the
foregoing (and without constituting an impermissible impairment of Participant
rights in violation of this sentence), the Committee may make such amendments to
the Plan as are necessary or advisable, as determined by the Committee in its
discretion, to enable the Plan and the Account(s) of the Participants
established hereunder to comply with the requirements of Section 409A of the
Code.

     

     

     

    
      
        
          XI-1

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)   The
Committee may, in its sole discretion (and without constituting an impermissible
impairment of Participant rights in violation of Section 11.5(a)), terminate the
Plan and accelerate the time and form of payment of all Vested Interests in
Accounts under the Plan, under the following circumstances:

     

    (i)   the
Committee may terminate and liquidate the Plan within 12 months of a corporate
dissolution taxed under Section 331 of the Code, or with the approval of a
bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A), provided that the balance
of all of the Participants’ Accounts under the Plan are included in the
Participants’ respective gross incomes in the latest of (1) the calendar year in
which the Plan termination and liquidation occurs; (2) the calendar year in
which the Participant attains a 100% Vested Interest in such amount, or (3) the
first calendar year in which the payment is administratively
practicable;

     

    (ii)   the
Committee may, in its discretion, terminate and liquidate the Plan in connection
with a Change in Control of the Company (or, with respect to a Participant who
is employed by an Employer other than the Company, a Change in Control of such
Employer), provided that the following requirements are satisfied:

     

    
      	 
      	
              a.

            	
              the
      Change in Control of such entity constitutes a change in ownership or
      control of such entity or a substantial portion of its assets within the
      meaning of Section 409A of the Code (a “409A Change in Control”) and the
      Committee (or, if applicable, its appropriate counterpart with respect to
      any Employer other than the Company) takes irrevocable action to terminate
      and liquidate the Plan within 30 days preceding or 12 months following
      such 409A Change in Control;

            


    

     

    
      	 
      	
              b.

            	
              the
      Vested Interest of each Participant in his Account under the Plan and all
      Other Arrangements (as defined in paragraph (c) below) are distributed
      within 12 months following the date that all necessary action to terminate
      and liquidate the Plan and the Other Arrangements is irrevocably taken;
      and

            


    

     

    
      	 
      	
              c.

            	
              all
      plans, arrangements, methods, programs and other arrangements that are
      sponsored by the “service recipient” (within the meaning of Section 409A
      of the Code), as determined immediately following such 409A Change in
      Control, with respect to which deferrals of compensation are treated as
      having been deferred under a single plan under Treasury Regulation §
      1.409A-1(c)(2) (collectively, the “Other Arrangements”), are terminated
      and liquidated with respect to each Participant who experienced such 409A
      Change in Control.  For purposes of any 409A Change in Control
      that results from an asset purchase transaction, the applicable “service
      recipient” with the discretion to liquidate and terminate the Plan and the
      Other Arrangements shall be the “service recipient” that is primarily
      liable immediately after the transaction for the payment of the Plan
      benefits.

            


    

     

     

     

    
      
        
          XI-2

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii)  the
Committee may, in its discretion, terminate and liquidate the Plan, provided
that

     

    
      	 
      	
              a.

            	
              the
      termination and liquidation does not occur proximate to a down turn in the
      financial health of the Company and all entities that would be considered
      a single “service recipient” along with the Company under Section
      409A;

            


    

     

    
      	 
      	
              b.

            	
              such
      “service recipient” terminates and liquidates all plans, agreements,
      methods, programs and other arrangements sponsored by the service
      recipient that would be aggregated with any terminated and liquidated
      plans, agreements, methods, programs and other arrangements under Treasury
      Regulation § 1.409A-1(c) if the same Participant had deferrals of
      compensation under all such plans, agreements, methods, programs or other
      arrangements;

            


    

     

    
      	 
      	
              c.

            	
              no
      payments in liquidation of the Plan are made within 12 months of the date
      that the Company takes all necessary action to irrevocably terminate and
      liquidate the Plan, other than payments that would be payable under the
      terms of such arrangements if the action to terminate and liquidate the
      Plan had not occurred;

            


    

     

    
      	 
      	
              d.

            	
              all
      payments are made within 24 months of the date that the Company takes all
      necessary action to irrevocably terminate and liquidate the Plan;
      and

            


    

     

    
      	 
      	
              e.

            	
              the
      Company and all other entities required to be considered a single “service
      recipient” within the meaning of Section 409A of the Code do not adopt a
      new Plan that would be aggregated with any terminated and liquidated plan
      under Treasury Regulation §1.409A-1(c) if the same Participant
      participated in both plans at any time within three years following the
      date that the service recipient took all necessary action to irrevocably
      terminate and liquidate the Plan.

            


    

     

    (iv)  the
Committee may, in its discretion, terminate and liquidate the Plan upon such
other events or conditions as the Commissioner of Internal Revenue may prescribe
in generally applicable guidance published in the Internal Revenue
Bulletin.

     

    In the
event that the Plan is terminated, the Vested Interest in the balance in a
Participant’s Accounts shall be paid to such Participant or his Beneficiary in
the manner specified by the Committee (but subject to the distribution timing
requirements described above), which may include the payment of a single lump
sum payment in full satisfaction of all of such Participant’s or Beneficiary’s
benefits hereunder.

     

     

     

     

    
      
        XI-3

      

      
        
        

        
          

        

      

      
        
        

      

    

     

        11.6  Severability.  If
any provision of this 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.

     

        11.7  Controlling
Status.  No Participant shall be eligible for a benefit under
the Plan unless such Participant is a Participant on the date of his retirement,
death, or other termination of employment.

     

        11.8  Claims of
Other Persons.  The provisions of the Plan shall in no event be
construed as giving any person, firm or corporation any legal or equitable right
as against the Employer, its officers, employees, or directors or the Committee
or the members of the Committee, except any such rights as are specifically
provided for in the Plan or are hereafter created in accordance with the terms
and provisions of the Plan.

     

        11.9  Provisions
Binding.  All of the
provisions of this Plan shall be binding upon all persons who will be entitled
to any benefit hereunder, including but not limited to all Participants and
their heirs and personal representatives.

     

        11.10  Timing of
Payments.  Payment of Plan benefits may be subject to
administrative or other delays that result in payment to the Participant or his
beneficiaries on a date later than the date specified in the Plan or the
Participant’s election form.  Any such payment delays will comply with
Section 409A of the Code, including without limitation Treasury Regulation
§ 1.409A-2(b)(7).  No Participant or Beneficiary shall be
entitled to any additional earnings or interest in respect of any such payment
delays, nor shall any Participant or Beneficiary be provided any election with
respect to the timing of any delayed payment.

     

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

     

        11.12  Section
409A Transition Relief.  The Company’s amendment and
restatement of the Plan as provided in this instrument is intended to constitute
compliance with the requirements of Section 409A of the Code and the final
regulations promulgated thereunder.  Pursuant to IRS Notice 2007-86,
additional transition relief has been provided with respect to various aspects
of compliance with Section 409A of the Code, including, without limitation,
compliance with the final regulations issued thereunder and documenting time and
form of payment provisions that comply with such final
regulations.  Notwithstanding anything to the contrary herein, the
Company reserves the right, in its discretion, to interpret the requirements of
the Plan in accordance with the good faith interpretation standard applicable
under IRS Notice 2007-86 and to avail itself (and, in its discretion, to allow
Participants  to avail themselves) of the transition relief available
under IRS Notice 2007-86 and the other applicable authoritative guidance
referenced therein or subsequently published in the IRS’s Cumulative Bulletin
even if not expressly reflected in this instrument.

     

    [Remainder
of this page intentionally left blank]

     

    


     

     

     

    
      
        XI-4

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXECUTED this 19 day of
December, 2007, effective as provided above.

     

    


    
      


      
        
          	 
      	
                  CAMERON
      INTERNATIONAL CORPORATION

                   

                   

                
	 
      	
                  By:           /s/ Joseph H. Mongrain                               

                
	 
      	
                        Joseph
      H. Mongrain

                
	 
      	
                        Vice
      President, Human Resources

                


        

      

      



    

     

     

     

    


    



    
      
        
          Signature
Page to

          Cameron
International Corporation

          Nonqualified
Deferred Compensation Plan