exv10w22






Exhibit 10.22




FIRST AMENDMENT

TO

EXTERRAN HOLDINGS, INC.

DIRECTORS’ STOCK AND DEFERRAL PLAN




     This First Amendment to the Exterran Holdings, Inc. Directors’ Stock and Deferral Plan (the
“Plan”) is hereby duly adopted by the Board of Directors (the “Board”) of Exterran Holdings, Inc.,
a Delaware corporation (the “Company”). All capitalized terms used but not defined herein shall
have the meanings set forth in the Plan.



Recitals:




     WHEREAS, the Company previously adopted and maintains the Plan; and



     WHEREAS, pursuant to Section 8 of the Plan, the Company has the right to amend the Plan at any
time by action of the Board; and



     WHEREAS, the Company desires to amend the Plan in order to reflect the applicable requirements
of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations issued
thereunder;



     NOW, THEREFORE, the Company hereby amends the Plan, effective as of the close of business on
December 31, 2008, as follows:



     1. The second sentence of Paragraph 4 of the Plan is hereby amended to read as follows:




“Any portion of the Retainer Fees that is not paid in the form of Common Stock will
be paid to the Director in cash, on a calendar quarter basis, within 30 days after
the close of the calendar quarter for which such Retainer Fees were earned.”



     2. The second sentence of the second paragraph of Paragraph 5 of the Plan is hereby amended to
read as follows:




“The deferral date may be any date which is not earlier than the expiration of six
(6) months from the close of the calendar quarter for which the Retainer Fees were
earned; provided, however, that each deferral election of a Director shall
automatically terminate upon the earlier of (i) his ‘Separation from Service’ (as
defined under Section 409A of the Internal Revenue Code of 1986, as amended (the
‘Code’), and the accompanying regulations issued thereunder) for any reason or (ii)
the date of a Change in Control of the Company.”



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	     3.	 	The first sentence of the third paragraph of Paragraph 5 of the Plan is hereby deleted and
the last sentence in the third paragraph of Paragraph 5 of the Plan is hereby amended to read as
follows:



“In addition to meeting the requirements of an event under subparagraphs (i), (ii)
or (iii) above, the Change in Control shall meet the requirements of Section
409A(a)(2)(A)(v) of the Code and the accompanying regulations issued thereunder.”



     4. The first sentence of the fifth paragraph of Paragraph 5 of the Plan is hereby amended to
read as follows:




“The Company shall issue the whole shares of Common Stock (in book entry form)
represented by a Participant’s phantom units, with any fractional units paid in
cash, within thirty (30) days after the deferral date (which is the earliest of (i)
the date elected by the Participant, (ii) the date of the Participant’s Separation
from Service for any reason (including death) or (iii) the date of a Change in
Control of the Company.”



     5. The first sentence of the sixth paragraph of Paragraph 5 of the Plan is hereby amended to
read as follows:




“In the event of a Participant’s death, the Company shall issue the whole shares of
Common Stock represented by the Participant’s phantom units, with any fractional
units paid in cash, to the legal representative of the Participant’s estate within
thirty (30) days after the date of the Participant’s death or, if earlier, within
thirty (30) days after the deferral date.”



     6. Paragraph 6 of the Plan is hereby amended by adding the following paragraph to the end
thereof which shall read as follows:




“No adjustment authorized by this paragraph 6 shall be made by the Company in such
manner that would cause or result in this Plan or any amounts or benefits payable
hereunder to fail to comply with the requirements of Section 409A of the Code, to
the extent applicable.”



     7. Paragraph 7 of the Plan is hereby amended by adding the following sentences to the end
thereof:




“The foregoing notwithstanding, this Plan is intended to comply with Section 409A of
the Code and ambiguous provisions hereof, if any, shall be construed and interpreted
in a manner that is compliant with the application of Section 409A.”



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     8. The Plan shall remain in full force and effect and, as amended by this First Amendment, is
hereby ratified and affirmed in all respects.



     IN WITNESS WHEREOF, Exterran Holdings, Inc. has caused this First Amendment to be executed by
its duly authorized officer as of this 28th day of October, 2008, but effective as set forth above.



	 	 	 	 	 
	 	EXTERRAN HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Ernie L. Danner 	 
	 	 	Title:  	President and Chief Operating Officer 	 
	 




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