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Exhibit 10.49    
  


 
 

AMENDMENT NO. 1
  TO
  FLOWSERVE CORPORATION
  FLEX HEALTH AND WELFARE PLAN    
  


        WHEREAS, Flowserve Corporation ("Corporation") maintains the Flowserve Corporation Flex Health and Welfare Plan, as amended and restated effective as of
January 1, 2001; 


        WHEREAS,
The Corporation retains the right to amend the Plan pursuant to Section 6.1 thereof; and 



        WHEREAS,
the Corporation desires to amend the Plan in order to revise certain procedures in Section 5.1 (Claims Procedure) for disability benefits claims. 


        NOW,
THEREFORE, the Plan is hereby amended as follows: 



	1.
	Section 5.1
is hereby amended, effective as of January 1, 2001, by restating such Section in its entirety to read as follows:



	(a)
	Except
as provided in subsection (b), a claim for benefits under a Welfare Program shall be submitted in accordance with and to the party designated
under the terms of such Welfare Program. Notwithstanding the foregoing, unless a Welfare Program specifically provides otherwise, a claim for benefits must be submitted not later than twelve
(12) months after the date that the claim arises (for example, the date a medical service is provided and the charge is incurred). Furthermore a submitted claim shall not be treated as having
been filed until all information necessary to process the claim is submitted. In the event that a claim, as originally submitted, is not complete, the claimant shall be notified and the claimant shall
then have the responsibility for providing the missing information. If all information necessary to process a claim is not submitted by the applicable claim filing deadline, the claim shall
automatically be deemed to be denied.



	(b)
	In
the event that a Welfare Program does not prescribe a claims procedure for benefits that satisfies the requirements of Section 503 of ERISA,
the claims procedure described below shall apply. 
	(1)
	Initial
Claim Process. A claim and all required documentation shall be filed in writing with the Plan Administrator and decided within ninety (90) days (forty five
(45) days for a disability claim) by the Plan Administrator, unless special circumstances require an extension of up to ninety (90) additional days (thirty (30) additional days
for a disability claim). Written notice of the decision on such claim shall be furnished promptly to the claimant and shall be written in a manner calculated to be understood by the claimant and
shall: 
	(A)
	set
forth an explanation of the specific findings and conclusions upon which such denial is based, making reference to the pertinent provisions of the
Plan or Welfare Program documents;



	(B)
	describe
any additional information or material needed to support the claim and explain why such information or material, if any, is necessary; and



	(C)
	describe
the claims review procedures in subsection (2). A copy of any internal rule, guideline, protocol or other similar criteria relied upon in
making the adverse determination shall be provided without charge upon request. 





	(2)
	Claims
Review Process. In the event a claim for benefits is denied, or if the claimant has had no response to such claim within ninety (90) days (forty five (45) days
for a disability claim) of its submission (in which case the claim for benefits shall be deemed to have been denied), the claimant or his duly authorized representative may request a review by the
Plan Administrator of such decision denying the claim at the claimant's sole expense. 









 



	(A)
	Any
such request must be filed in writing with the Plan Administrator within sixty (60) days (one hundred eighty (180) days for a
disability claim) after receipt by the claimant of written notice of the decision or the date such claim is deemed to be denied. Such written request for review shall contain all additional
information that the claimant wishes the Plan Administrator to consider.



	(B)
	In
pursuing this review, the claimant or his duly authorized representative: 
	(i)
	may
review pertinent documents; and



	(ii)
	may
submit issues and comments in writing. 











Written
notice of the decision on review shall be furnished to the claimant within sixty (60) days (forty five (45) days for a disability claim), unless special circumstances require an
extension of up to sixty (60) days (forty five (45) days for a disability claim) following the receipt of the request for review. The written notice of the Plan Administrator's decision
shall be written in a manner calculated to be understood by the claimant and include specific reasons for the decision and shall refer to the pertinent provisions of the Plan or Welfare Program on
which the decision is based. If the decision on review is not furnished within the time specified above, the claim shall be deemed to be denied on review." 




	2.
	Except
as provided above, the Plan shall remain in full force and effect. 





        IN
WITNESS WHEREOF, the Corporation has caused this instrument as amended and restated to be executed effective as of January 1, 2001, except as otherwise stated herein. 




	 	 	FLOWSERVE CORPORATION
	

 	
 	

By:	

/s/ Ronald F. Shuff
 Ronald F. Shuff

Vice President, Secretary and General Counsel




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Exhibit 10.49


AMENDMENT NO. 1 TO FLOWSERVE CORPORATION FLEX HEALTH AND WELFARE PLAN