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                           HANOVER COMPRESSOR COMPANY
                           2001 EQUITY INCENTIVE PLAN

                                   ARTICLE I.
                                    PREAMBLE

     1.1 Preamble. Hanover Compressor Company, a Delaware corporation (the
"Company"), hereby establishes the Hanover Compressor Company 2001 Equity
Incentive Plan (the "Plan") as a means whereby the Company may, through awards
of restricted stock and non-qualified stock options:

          (a) provide Company Officers, Employees, Directors and Consultants
     with additional incentive to promote the success of the Company's and its
     Subsidiaries' businesses;

          (b) enable such Employees to acquire proprietary interests in the
     Company; and

          (c) encourage such Employees to remain in the employ of the Company
     and its Subsidiaries.

     Except as specifically provided herein, the provisions of this Plan do not
apply to or affect any option, stock appreciation rights, or stock heretofore or
hereafter granted under any other stock plan of the Company or any Subsidiary,
and all such options, stock appreciation right or stock continue to be governed
by and subject to the applicable provisions of the plan or agreement under which
they were granted.

                                   ARTICLE II.
                                   DEFINITIONS

     2.1 "Award" means an Option or Restricted Stock award, which may be granted
or purchased under the Plan.

     2.2 "Award Agreement" means a written agreement executed by an authorized
officer of the Company and the Participant, which shall contain such terms and
conditions with respect to an Award as the Committee shall determine, consistent
with the Plan.

     2.3 "Award Limit" means 500,000 shares of Common Stock.

     2.4 "Board" or "Board of Directors" means the board of directors of the
Company.

     2.5 "Cause" means (i) the commission by such Participant of an act of
fraud, embezzlement or willful breach of a fiduciary duty to the Company
(including the unauthorized disclosure of confidential or proprietary material
information of the Company), (ii) a conviction of such Participant (or a plea of
nolo contendere in lieu thereof) for a felony or a crime involving fraud,
dishonesty or moral turpitude, (iii) willful failure of a Participant to follow
the written directions of the chief executive officer of the Company or the
Board in the case of executive officers of the Company; (iv) willful misconduct
as an Employee of the Company, (v) the willful


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failure of such Participant to render services to the Company in accordance with
his employment or consulting arrangement, which failure amounts to a material
neglect of his duties to the Company or (vi) substantial dependence, as
determined by the Board, on alcohol or any drug, immediate precursor or other
substance listed in Schedule I-V of the Federal Comprehensive Drug Abuse
Prevention and Control Act of 1970, as amended, as determined in the sole
discretion of the Committee.

     2.6 "Change in Control" means the occurrence of any one of the following
events:

          (a) any (A) consolidation or merger of the Company in which the
     Company is not the continuing or surviving corporation or which
     contemplates that all or substantially all of the business and/ or assets
     of the Company shall be controlled by another corporation or (B) a
     recapitalization (including an exchange of Company equity securities by the
     holders thereof), in either case, in which any "Person" (as such term is
     used in Sections 13(d) and (14(d)(2) of the Exchange Act), other than the
     Controlling Shareholders, becomes the beneficial owner (within the meaning
     of Rule 13d-3 promulgated under the Exchange Act) of securities of the
     Company representing more than 50% of the combined voting power of the
     Company's then outstanding securities ordinarily having the right to vote
     in the election of directors;

          (b) any sale, lease, exchange or transfer (in one transaction or
     series of related transactions) of all or substantially all of the assets
     of the Company and its Subsidiaries or Affiliates;

          (c) approval by the shareholders of the Company of any plan or
     proposal for the liquidation or dissolution of the Company, unless such
     plan or proposal is abandoned within 60 days following such approval; or

          (d) any "Person" (as such term is used in Sections 13(d) and 14(d)(2)
     of the Exchange Act), other than the Controlling Shareholders, shall become
     the beneficial owner of securities of the Company representing more than
     50% of the combined voting power of the Company's then outstanding
     securities ordinarily having the right to vote in the election of
     directors.

     2.7 "Code" means the Internal Revenue Code of 1986, as it exists now and as
it may be amended from time to time.

     2.8 "Committee" means the Compensation Committee of the Board or any other
committee comprised of two or more Directors appointed by the Board to
administer the Plan, as the case may be. Each member of the Committee shall (a)
be a "non-employee director" as defined by Rule 16b-3 of the Exchange Act, as
amended from time to time or any successor rule thereof; and (b) be an outside
Director as determined under Treasury Regulation 26 CFR ss.1.162-27(e)(3) or any
successor regulation thereto. Once appointed, the Committee shall continue to
serve until otherwise directed by the Board of Directors.

     2.9 "Common Stock" means the common stock of the Company, $.001 par value.

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     2.10 "Company" means Hanover Compressor Company, a Delaware corporation,
and any successor thereto.

     2.11 "Consultant" means any consultant or adviser if: (i) the consultant or
adviser renders bona fide services to the Company; (ii) the services rendered by
the consultant or adviser are not in connection with the offer or sale of
securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company's securities; and (iii) the
consultant or adviser is a natural person.

     2.12 "Controlling Shareholders" means GKH Investments, L.P., GKH Partners,
L.P., and the partners therein.

     2.13 "Director" means a member of the Board.

     2.14 "Disability" means being entitled to disability benefits under the
terms of the Company's long term disability plan.

     2.15 "Employee" means any person, including an Officer or Director, who is
an employee (within the meaning of Section 3401(c) of the Code) of the Company
or any Parent or Subsidiary of the Company.

     2.16 "Exchange Act" means the Securities Exchange Act of 1934, as it exists
now or from time to time may hereafter be amended.

     2.17 "Fair Market Value" means for the relevant day:

          (a) If shares of Common Stock are listed or admitted to unlisted
     trading privileges on any national or regional securities exchange, the
     last reported sale price, regular way, as reported in the Wall Street
     Journal for the day Fair Market Value is to be determined;

          (b) If the Common Stock is not listed or admitted to unlisted trading
     privileges as provided in paragraph (a), and if sales prices for shares of
     Common Stock are reported by the National Association of Securities
     Dealers, Inc. Automated Quotations, Inc. National Market System ("NASDAQ
     System"), then the last sale price for Common Stock reported as of the
     close of business on the day Fair Market Value is to be determined, or if
     no such sale takes place on that day, the average of the high bid and low
     asked prices so reported; if Common Stock is not traded on that day, the
     next preceding day on which such stock was traded; or

          (c) If trading of the Common Stock is not reported by the NASDAQ
     System or on a stock exchange, Fair Market Value will be determined by the
     Committee in its discretion based upon the best available data.

     2.18 "Grant Date" means the date upon which an Award is granted to a
Participant under the Plan.



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     2.19 "Officer" means a corporate or equivalent officer of the Company or
any Subsidiary or Affiliate of the Company.

     2.20 "Option" means the right of a Participant to purchase a specified
number of shares of Common Stock, subject to the terms and conditions of the
Plan.

     2.21 "Option Price" means the price per share at which an Option may be
exercised.

     2.22 "Participant" means an individual to whom an Option or Restricted
Stock has been granted under the Plan.

     2.23 "Plan" means the Hanover Compressor Company 2001 Equity Incentive
Plan, as set forth herein and as from time to time amended.

     2.24 "Restricted Stock" means Common Stock awarded under Article VI of the
Plan.

     2.25 "Securities Act" means the Securities Act of 1933, as it exists now or
from time to time may hereinafter be amended.

     2.26 "Subsidiary" means any corporation or other entity of which the
majority voting power or equity interest is owned directly or indirectly by the
Company.

     2.27 "Termination of Employment" means:

          (a) with respect to an Employee when the Employee's employment
     relationship with the Company and all of its Subsidiaries is terminated,
     regardless of any severance arrangements. A transfer from the Company to a
     Subsidiary or affiliate, or vice versa is not a termination of employment
     for purposes of this Plan;

          (b) with respect to a Consultant when the Consultant's consulting
     relationship with the Company is terminated either due to the termination
     of any consulting agreement, or otherwise, regardless of the fact that no
     employment relationship exists;

          (c) with respect to an Officer or Director when such individual is no
     longer serving as an Officer or Director of the Company, as a Consultant to
     or Employee of the Company and any of its Subsidiaries.

                                  ARTICLE III.
                            STOCK SUBJECT TO THE PLAN

     3.1 Stock Subject to the Plan. The shares of stock subject to awards of
Restricted Stock and Options shall be shares of the Company's Common Stock.
Subject to adjustment as provided in Article XI, the aggregate number of shares
which may be used upon exercise of Options and the purchase of Restricted Stock
under the Plan shall not exceed 1,500,000 of which no more than 1,000,000 may be
granted as Restricted Stock. Reserved shares may be either authorized but
unissued shares or treasury shares, in the Board's discretion. The maximum
number of shares which may be subject to Awards granted under this Plan to any
individual in any calendar year shall not exceed the Award Limit. If any Option
grants hereunder shall


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terminate or expire such shares shall be eligible to be granted as new Options
under this Plan; provided, however, to the extent required by Section 162(m) of
the Code, shares subject to Options which are canceled continue to be counted
against the Award Limit granted to the Participant.

     3.2 Add-back of Awards. If any Option under the Plan expires or is canceled
without having been fully exercised, or is exercised in whole or in part for
cash as permitted by the Plan, the number of shares subject to such Option but
as to which such Option is not exercised prior to its expiration, cancellation
or exercise may again be optioned, granted or awarded hereunder, subject to the
limitations of Section 3.1. Furthermore, any shares subject to Options which are
adjusted pursuant to Article XI and become exercisable with respect to shares of
stock of another corporation shall be considered cancelled and may again be
optioned, granted or awarded hereunder, subject to the limitations of Section
3.1. Shares of Common Stock which are delivered by the Participant or withheld
by the Company upon the exercise of any Award under the Plan, in payment of the
exercise price thereof or tax withholding thereon, may again be optioned,
granted or awarded hereunder, subject to the limitations of Section 3.1. If any
shares of Restricted Stock are surrendered by the Participant or repurchased by
the Company pursuant to Section 6.3 hereof, such shares may again be optioned,
granted or awarded hereunder, subject to the limitations of Section 3.1.

ARTICLE IV.
                              ELIGIBLE PARTICIPANTS

4.1 Eligible Participants. All Employees, Officers, and Directors of the Company
and its Subsidiaries, and those Consultants (who are not otherwise Employees of
the Company or any of its Subsidiaries) are eligible to participate in the Plan.
Subject to the provisions of the Plan, the Committee shall determine from time
to time those individuals who shall be designated as Participants and the
number, if any, of Awards to be granted to each such Participant.

                                   ARTICLE V.
                               GRANTING OF AWARDS

     5.1 Granting of Awards. The Committee may grant Participants Restricted
Stock or Options under the Plan. The Committee shall establish the amount of
such Awards and the terms and conditions of each Award, provided that no
Participant may be granted Awards in excess of the Award Limit.

     5.2 Non-Competition and Confidential Information. Each Participant
receiving an Award shall be subject to the restriction that, during the term of
his Award Agreement and for a period of two years thereafter, he or she (i) will
not compete with any business of the Company or its Subsidiaries and (ii) will
not disclose to persons outside the Company confidential information concerning
the Company or its Subsidiaries without the Company's express written consent.


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                                  ARTICLE VI.
                    TERMS AND CONDITIONS OF RESTRICTED STOCK

     6.1 Subscription Agreement. Each Award under the Plan shall be evidenced by
a Subscription Agreement. Each Subscription Agreement, in such form as is
approved by the Committee, shall be subject to such terms and conditions, not
inconsistent with the Plan as the Committee may deem appropriate. Awards of
Restricted Stock may, as determined by the Committee, be made for a purchase
price, as established by the Committee or without payment of a purchase price
therefor, but in consideration of performance of prior services for the Company
or any Subsidiary.

     6.2 Rights as Stockholders. Subject to Section 6.3 and Article IX, upon
delivery of the shares of Restricted Stock to the Participant, the Participant
shall have, unless otherwise provided by the Committee, all the rights of a
stockholder with respect to said shares, subject to the restrictions in his or
her Award Agreement, including the right to receive all dividends and other
distributions paid or made with respect to the shares; provided, however, that
in the discretion of the Committee, any extraordinary distributions with respect
to the Common Stock shall be subject to the restrictions set forth in Section
6.3.

     6.3 Restriction. All shares of Restricted Stock issued under the Plan
(including any shares received by holders thereof with respect to shares of
Restricted Stock as a result of stock dividends, stock splits or any other form
of recapitalization) shall, in the terms of each individual Award Agreement, be
subject to such restrictions as the Committee shall provide, which restrictions
may include, without limitation, restrictions concerning voting rights and
transferability and restrictions based on duration of employment with the
Company, Company performance and individual performance; provided, however, that
by action taken after the Restricted Stock is issued, the Committee may, on such
terms and conditions as it may determine to be appropriate, remove any or all of
the restrictions imposed by the terms of the Restricted Stock. Restricted Stock
may not be sold or encumbered until all restrictions are terminated or expire.

     6.4 Legend. In order to enforce the restrictions imposed upon shares of
Restricted Stock hereunder, the Committee shall cause a legend or legends to be
placed on certificates representing the restrictions applicable to all shares of
Restricted Stock, which legend or legends shall make appropriate reference to
the conditions imposed thereby.

     6.5 Escrow. The Secretary of the Company or such other escrow holder as the
Committee may appoint shall retain physical custody of each certificate
representing Restricted Stock as collateral, until such time as the Participant
satisfies his or her obligation on the four year loan between the Company and
the Participant.

     6.6 Section 83(b) Election. If a Participant makes an election under
Section 83(b) of the Code, or any successor section thereto, to be taxed with
respect to the Restricted Stock as of the date of transfer of the Restricted
Stock rather than as of the date or dates upon which the Participant would
otherwise be taxable under Section 83(a) of the Code, the Participant shall
deliver a copy of such election to the Company immediately after filing such
election with the Internal Revenue Service.



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                                  ARTICLE VII.
                         TERMS AND CONDITIONS OF OPTIONS

     7.1 Option Agreement. Each Option shall be evidenced by an agreement
between the Company and the Participant. Each Option Agreement, in such form as
is approved by the Committee, shall be subject to the following express terms
and conditions and to such other terms and conditions, not inconsistent with the
Plan as the Committee may deem appropriate:

          (a) Option Period. Each Option will expire as of the earliest of:

               (i) ten years from the Grant Date;

               (ii) the date on which it is forfeited under the provisions of
          Article IX;

               (iii) the date three months after the Participant's Termination
          of Employment for any reason other than death or Disability; or

               (iv) the date twelve months after the Participant's death or
          Disability.

          (b) Option Price. At the time when the Option is granted, the
     Committee will fix the Option Price. The Option Price may be greater than,
     less than, or equal to Fair Market Value on the Option Date, as determined
     in the sole discretion of the Committee.

          (c) Other Option Provisions. The form of Option authorized by the Plan
     may contain such other provisions as the Committee may from time to time
     determine.

     7.2 Non-Qualified Stock Options. All Options granted under this Plan shall
be nonstatutory options, which are not intended to be classified as "incentive
stock options" under Section 422 of the Code.

     7.3 Non-transferability of Options. The Options granted under the Plan are
not transferable, voluntarily or involuntarily, other than by will or the laws
of descent and distribution, or to the extent permissible under Section 422 of
the Code pursuant to a qualified domestic relations order as defined in Section
414(p) of the Code. During a Participant's lifetime his Options may be exercised
only by him.

     7.4 Rights as Stockholders. No Common Stock may be delivered upon the
exercise of any Option until full payment has been made and all income tax
withholding requirements thereon have been satisfied. A Participant has no
rights whatsoever as a stockholder with respect to any shares covered by an
Option until the date of the issuance of a stock certificate for the shares.

                                 ARTICLE VIII.
                          MANNER OF EXERCISE OF OPTIONS

     8.1 Manner of Exercise of Options. To exercise an Option in whole or in
part, a Participant (or, after his death, his executor or administrator) must
give written notice to the Committee, stating the number of shares to which he
intends to exercise the Option. The


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Company will issue the shares with respect to which the Option is exercised upon
payment in full of the Option Price. The Option Price may be paid (i) in cash,
(ii) in shares of Common Stock that the Participant has held for at least six
months having an aggregate Fair Market Value, as determined on the date of
delivery, equal to the Option Price, (iii) if permitted by the Committee, by
cash or certified or cashier's check for the par value of the Plan Shares plus a
promissory note for the balance of the purchase price, which note shall be
recourse to the Participant, bear a reasonable rate of interest and contain such
terms and provisions as the Committee may determine, or (iv) by delivery of
irrevocable instructions to a broker to promptly deliver to the Company the
amount of sale or loan proceeds necessary to pay for all Common Stock acquired
through such exercise and any tax withholding obligations resulting from such
exercise.

                                  ARTICLE IX.
                                VESTING OF AWARDS

     9.1 Vesting. Unless otherwise provided in a Participant's Award Agreement,
Awards shall vest and become exercisable and nonforfeitable as provided herein.
A Participant may not exercise an Award until it has become vested. The portion
of an Award that is vested depends upon the period that has elapsed since the
Grant Date. Unless the Committee establishes a different vesting schedule at the
time when an Option is granted, all Options granted under this Plan shall vest
according to the following schedule:

             Period Elapsed                        Vested Percentage
             --------------                        -----------------

     First Anniversary of Grant Date                       10%
     Second Anniversary of Grant Date                      30%
     Third Anniversary of Grant Date                       60%
     Fourth Anniversary of Grant Date                     100%

     9.2 Forfeiture. Except as provided in this section, upon a Termination of
Employment, a Participant forfeits any Awards that are not yet vested. Unless
otherwise specified by the Committee in a Participant's Award Agreement, a
Participant may exercise any Options to the extent vested upon Termination of
Employment within the following periods: (a) if Termination of Employment is for
any reason other than death, Disability or for Cause, then 90 days following
Termination of Employment, or (b) if Termination of Employment is for death or
Disability, then for 12 months following Termination of Employment. Unless the
Committee in its sole discretion specifically waives the application of this
sentence, then notwithstanding the vesting schedule contained herein or in the
Participant's agreement, if the Participant's Termination of Employment is
terminated for Cause all Options granted to the Participant will be immediately
cancelled and forfeited by the Participant upon delivery to him of notice of
such termination for Cause.

                                   ARTICLE X.
                                 ADMINISTRATION

     10.1 Administration. The Plan shall be administered by the Committee. In
addition to any other powers set forth in this Plan, the Committee has the
exclusive authority:


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          (a) to construe and interpret the Plan, and to remedy any ambiguities
     or inconsistencies therein;

          (b) to establish, amend and rescind appropriate rules and regulations
     relating to the Plan;

          (c) subject to the express provisions of the Plan, to determine the
     individuals who will receive Awards, the times when they will receive them,
     the number of shares to be subject to each Award, the Option Price, payment
     terms, payment method, and expiration date applicable to each Award;

          (d) to contest on behalf of the Company or Participants, at the
     expense of the Company, any ruling or decision on any matter relating to
     the Plan or to any Awards;

          (e) generally, to administer the Plan, and to take all such steps and
     make all such determinations in connection with the Plan and the grants of
     Awards as it may deem necessary or advisable;

          (f) to determine the form in which tax withholding under Section 11.3
     of this Plan will be made; and

          (g) to amend the Plan or any Award granted hereunder as may be
     necessary in order for any business combination involving the Company to
     qualify for pooling-of-interest treatment under APB No. 16.

     10.2 Amendment of the Plan. The Committee may from time to time amend or
revise the terms of this Plan in whole or in part and may adopt any amendment
deemed necessary; provided, however, that, except as provided in Section 4(g),
no change in any Options previously granted to a Participant may be made that
would impair the rights of the Participant without the Participant's consent;
provided, however, that without the consent of the shareholders, the Committee
may not (i) amend the number of shares which may be issued upon exercise of
Options or granted as Restricted Stock, (ii) increase the Award Limit, or (iii)
extend the term of the Plan beyond ten (10) years.

                                  ARTICLE XI.
                            MISCELLANEOUS PROVISIONS

     11.1 Change of Control. Notwithstanding the provisions of Section 8 or
anything contained in a Participant's agreement to the contrary, upon a Change
in Control all Awards as determined by the Committee in its discretion shall be
subject to the following:

          (a) The Company shall have the right to acquire from Participants
     their vested Options by payment of the difference between the price per
     share of Common Stock established in the Change in Control and the Option
     Price;

          (b) All unvested Options shall either (i) convert into options to
     purchase securities of the successor in the Change of Control on the same
     terms and conditions as apply to the Options under the Plan, (ii) convert
     into such consideration as the Participant


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<PAGE>

     would have received had the Options been fully vested, or (iii) be treated
     as otherwise determined by the Committee; and

          (c) All unvested shares of Restricted Stock shall either (i) convert
     into shares of Restricted Stock of the successor in the Change of Control
     on the same terms and conditions as apply to the shares Restricted Stock
     under the Plan, (ii) fully vest, no longer be subject to any restrictions
     and become transferable, or (iii) be treated as otherwise determined by the
     Committee.

     11.2 Adjustments to Reflect Changes in Capital Structure. If there is any
change in the corporate structure or shares of the Company, the Committee may,
in its discretion, make any adjustments necessary to prevent accretion, or to
protect against dilution, in the number and kind of shares authorized by the
Plan and, with respect to outstanding Awards, in the number and kind of shares
covered thereby and with respect to Options in the applicable Option Price. For
the purpose of this Section 11.2, a change in the corporate structure or shares
of the Company includes, without limitation, any change resulting from a
recapitalization, stock split, stock dividend, consolidation, rights offering,
spin-off, reorganization, or liquidation and any transaction in which shares of
Common Stock are changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or another entity.

     11.3 Withholding Tax. The Company shall have the right to withhold in cash
or shares of Common Stock with respect to the exercise of Options or grants of
Restricted Stock under the Plan any taxes required by law to be withheld.

     11.4 At-Will Employment. Nothing in the Plan or in any Award Agreement
hereunder shall confer upon any Participant any right to continue in the employ
of, or as a Consultant for, the Company or any Subsidiary, or as a Director of
the Company, or shall interfere with or restrict in any way the rights of the
Company and any Subsidiary, which are hereby expressly reserved, to discharge
any Participant at any time for any reason whatsoever, with or without cause,
except to the extent expressly provided otherwise in a written employment
agreement between the Participant and the Company and any Subsidiary.

     11.5 Rules of Construction.

          (a) Governing Law. The construction and operation of this Plan are
     governed by the laws of the State of Delaware.

          (b) Undefined Terms. Unless the context requires another meaning, any
     term not specifically defined in this Plan has the meaning given to it by
     the Code.

          (c) Headings. All headings in this Plan are for reference only and are
     not to be utilized in construing the Plan.

          (d) Gender. Unless clearly appropriate, all nouns of whatever gender
     refer indifferently to persons of any gender.

          (e) Singular and Plural. Unless clearly inappropriate, singular terms
     refer also to the plural and vice versa.


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<PAGE>


          (f) Severability. If any provision of this Plan is determined to be
     illegal or invalid for any reason, the remaining provisions shall continue
     in full force and effect and shall be construed and enforced as if the
     illegal or invalid provision did not exist, unless the continuance of the
     Plan in such circumstances is not consistent with its purposes.

                                  ARTICLE XII.
                       CONDITIONS UPON ISSUANCE OF SHARES

     12.1 Conditions Upon Issuance Of Shares. An Option shall not be exercisable
and a share of Common Stock shall not be issued pursuant to the exercise of an
Option or grant of Restricted Stock until such time as the Plan has been
approved by the Board of Directors and unless the exercise of such Option and
the issuance and delivery of such share pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act,
the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares of Common Stock may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. As a condition to the exercise of an
Option or grant of Restricted Stock, the Company may require the person
exercising such Option or receiving such Award to represent and warrant that the
Common Stock is being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.

                                 ARTICLE XIII.
                     EFFECTIVE DATE AND TERMINATION OF PLAN

     13.1 Effective Date. This Plan is effective as of the date of its adoption
by the Board of Directors subject to the approval of the Company's shareholders.
Prior to obtaining shareholder's approval, the Committee may, in its discretion,
grant options under the Plan as if the Plan were effective, provided the
exercise of the options so granted shall be expressly subject to the approval of
the Plan by the shareholders.

     13.2 Termination of the Plan. The Board may terminate the Plan at any time
with respect to any shares that are not then subject to Awards. Termination of
the Plan will not affect the rights and obligations of any Participant with
respect to Awards granted before termination. No Options or Restricted Stock
shall be granted under the Plan after the tenth anniversary of the date the Plan
is approved by the Company's shareholders under Section 13.1.


                                  * * * * * * *

     I hereby certify that the Plan was duly adopted by the Board of Directors
of Hanover Compressor Company on March ___, 2001 and approved by the
shareholders of Hanover Compressor Company on May 17, 2001.



                                     /s/ Richard S. Meller
                                     ---------------------
                                     Secretary




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