DRESSER-RAND GROUP INC. STOCK INCENTIVE PLAN

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Exhibit 10.13

DRESSER-RAND GROUP INC.

STOCK INCENTIVE PLAN

Article I

Purpose

Dresser-Rand Group Inc. has established this stock incentive plan to

foster and promote its long-term financial success. Capitalized terms are

defined in Article VII.

Article II

Powers of the Board

Section 2.1 Power to Grant Awards. The Board shall select Employees to

participate in the Plan and determine the terms of each Award.

Section 2.2 Administration. The Board shall be responsible for the

administration of the Plan. The Board may prescribe, amend and rescind rules and

regulations relating to the administration of the Plan, provide for conditions

and assurances it deems necessary or advisable to protect the interests of the

Company and make all other determinations necessary or advisable for the

administration and interpretation of the Plan. Any authority exercised by the

Board under the Plan shall be exercised by the Board in its sole discretion.

Determinations, interpretations or other actions made or taken by the Board

under the Plan shall be final, binding and conclusive for all purposes and upon

all persons.

Section 2.3 Delegation by the Board. All of the powers, duties and

responsibilities of the Board specified in this Plan may be exercised and

performed by any duly constituted committee thereof to the extent authorized by

the Board to exercise and perform such powers, duties and responsibilities, and

any determination, interpretation or other action taken by such committee shall

have the same effect hereunder as if made or taken by the Board.

Article III

Shares Subject to Plan

Section 3.1 Number. The maximum number of shares of Common Stock that may

be issued under the Plan may not exceed 577,000 shares. The shares of Common

Stock to be delivered under the Plan may consist, in whole or in part, of

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treasury Common Stock or authorized but unissued Common Stock that is not

reserved for any other purpose.

Section 3.2 Adjustment in Capitalization. The number of shares of Common

Stock available for issuance under the Plan may be adjusted by the Board if it

shall deem such an adjustment necessary or appropriate to reflect any Common

Stock dividend, stock split or share combination or any recapitalization,

merger, consolidation, exchange of shares, liquidation or dissolution of the

Company or other similar transaction affecting the Common Stock.

Article IV

Stock Awards

Section 4.1 Awards and Administration. (a) The Board may offer and sell

shares of Common Stock to Participants at such time or times as it shall

determine, the terms of which shall be set forth in a Subscription Agreement.

(b) The Board may also provide for the grant of shares of Common Stock to

Participants in lieu of compensation otherwise payable to a Participant on such

terms as the Board shall determine from time to time.

Section 4.2 Purchase Price. Unless otherwise determined by the Board, the

purchase price for any shares of Common Stock to be offered and sold pursuant to

Section 4.1(a) shall not be less than the Fair Market Value. Unless otherwise

determined by the Board, the purchase price with respect to shares of Common

Stock offered and sold pursuant to Section 4.1(a) shall be paid in cash or other

readily available funds simultaneously with the closing of the purchase of such

Common Stock.

Section 4.3 Participants Subject to Stockholder Agreement. Each Participant

who purchases or otherwise acquires Common Stock pursuant to the Plan shall

become a party to the Stockholder Agreement and be bound by the provisions

thereof simultaneously with the closing of the acquisition of his or her Common

Stock.

Article V

Authority to Vary Terms

The Board may vary the terms of Awards under the Plan if and to the extent

the Board determines necessary or appropriate to permit the grant of Awards that

are best suited to further the purposes of the Plan and to comply with

applicable

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