exv10w21






Exhibit 10.21




EXTERRAN PARTNERS, L.P.

LONG-TERM INCENTIVE PLAN

FIRST AMENDMENT TO GRANT OF PHANTOM UNITS WITH DERS




          THIS FIRST AMENDMENT TO GRANT OF PHANTOM UNITS WITH DERS (the “Amendment”) is entered into by
and between Exterran GP LLC (formerly UCO GP LLC), on behalf of Exterran General Partner, L.P.
(formerly UCO General Partner, LP) (the “Company”), and Stephen A. Snider (the “Grantee”).




WITNESSETH:




          WHEREAS, Exterran GP LLC, on behalf of Exterran General Partner, L.P., previously granted to
the Grantee, on March 4, 2008, 9,310 Phantom Units with a tandem grant of Distribution Equivalent
Rights or DERs with respect to each Phantom Unit under the Exterran Partners, L.P. Long-Term
Incentive Plan, as amended (the “Plan”),, pursuant to the terms and conditions set forth in a Grant
of Phantom Units with DERs Award Agreement (the “Agreement”) and the Plan; and




          WHEREAS, the Company and the Grantee desire to amend the Agreement to make certain changes
with regard to vesting and expiration provisions of the Agreement;




          NOW, THEREFORE, effective as of October 28, 2008, the Agreement is hereby amended as follows:




     1. Paragraph 1 of the Agreement is hereby amended by adding the following sentence to the end
thereof:




“Notwithstanding any provision of this Agreement to the contrary, all unvested
Phantom Units then held by you as of December 31, 2009, and all DERs then credited
to your DER account as of such date, shall automatically be forfeited without
payment, and this Agreement shall terminate and be of no further force and effect as
of December 31, 2009 (and you will not be entitled to any benefits or payments on or
after such date under this Agreement).”



     2. Paragraph 3(a) of the Agreement is hereby amended to read as follows:




	 	“(a)	 	Death, Disability or Retirement. If your employment with the
Company terminates as a result of your death, a disability that entitles you to
benefits under the Company’s long-term disability plan, or your retirement, the
Phantom Units then held by you and any DERs credited to your DER account shall
automatically become fully vested upon such termination. For purposes of this
Agreement, “retirement” means your voluntary termination of employment with the
Company on or after January 1, 2009 and on or prior to December 31, 2009.”




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     3. The first sentence in Paragraph 4 of the Agreement is hereby amended to read as follows:




“Subject to Paragraph 7 below, as soon as administratively practicable after the
vesting date of a Phantom Unit, but in no event later than the 60th day after such
vesting date, the Company shall pay you one Unit with respect to such vested Phantom
Unit; provided, however, the Committee may, in its sole discretion, direct that a
cash payment be made to you in lieu of the delivery of such Unit.”



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



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          IN WITNESS WHEREOF, the parties have executed this Amendment effective as of October 28, 2008.



	 	 	 	 	 
	 	EXTERRAN GENERAL PARTNER, L.P.

by its general partner Exterran GP LLC

 	 
	 	By:  	 	 
	 	 	Name:  	George Stephen Finley 	 
	 	 	Title:  	Director 	 
	 
	 	GRANTEE

 	 
	 	 	 
	 	Stephen A. Snider 	 
	 	 	 	 
	 




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