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THIRD AMENDMENT
TO
DRESSER-RAND GROUP INC.
2005 DIRECTORS STOCK INCENTIVE PLAN
Dresser-Rand Group
Inc., a Delaware corporation, having established the Dresser-Rand
Group Inc. 2005 Directors Stock Incentive Plan (the
“Plan”), and having reserved the right under Article VI
thereof to amend the Plan, does hereby amend the Plan as
follows:
1. The
definition of “Change in Control” set forth in
Section 7.1 of the Plan is hereby amended to read in its
entirety as follows:
“CHANGE IN
CONTROL” means the first to occur of any of the following
events:
(i) during any
12-month period, the members of the Board (the “INCUMBENT
DIRECTORS”) cease for any reason other than due to death or
disability to constitute at least a majority of the members of the
Board, PROVIDED that any director whose election, or nomination for
election by the Company’s stockholders, was approved by a
vote of at least a majority of the members of the Board who are at
the time Incumbent Directors shall be considered an Incumbent
Director, other than any such individual whose initial assumption
of office occurs as a result of an actual or threaten
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