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percentage was increased to bring it in line with median competitive levels and to recognize his promotion to Senior Vice President in 2007.

*

Expressedcompanies. The target value of the awards expressed as a percentage of base salary.salary for our NEOs for 2008 and 2009 are set out below.

				MICP Target Award
Name				2008			2009
Sheldon R. Erikson*					100	%		100	%
Jack B. Moore					75	%		100	%
Franklin Myers					60	%		—
Charles M. Sledge					45	%		65	%
John D. Carne					60	%		65	%
William C. Lemmer					60	%		65	%
Robert J. Rajeski					60	%		60	%

*

Mr. Erikson is eligible to participate in the MICP only while he remains an employee of the Company, which is through April 30, 2009. While his 2009 MICP target award is 100% of base salary, the actual award earned, if any, will be prorated.

        •Setting the Performance Objectives.    Performance objectives for each year are set by the Committee based upon proposals submitted to the Committee by the Chief Executive OfficerCEO which, in turn, are based on and designed to encourage achievement of the Company's performance goals set out in the Company's annual operating plan and budget approved by the Board for that year. The Committee also considers market expectations for the Company's performance for the year. The Committee attempts to set goals so that the relative difficulty of achieving target performance levels is consistent from year to year.

        •2007        2008 Performance ObjectivesObjectives..    For 2007,2008, MICP performance objectives were established for Earnings Per Share ("EPS") and cash flow for corporate officers, including the Chief Executive Officer.CEO. For group officers the performance objectives were EPS and group-specific targets for Earnings Before TaxesTax ("EBT") and cash flow. The Committee chose EPS and cash flow for corporate officers because the Committee considers them to be principal indicators of financial performance and principal drivers of stockholder value. The Committee chose EPS for group officers to align them with the Company as a whole, and group EBT and cash flow to insure a portion of their incentive compensation would be based on the performance of their specific group. The Committee approved an EPS target was $1.875of $2.50 per share on a post-split adjusted basis, and thecorporate cash flow target was $250of $367 million. The officers with operations responsibilities had cash flowThese targets that assumed a hypothetical balance sheet using a capital structure of 40% debtwere based on our Board-approved operating plan and 60% equity. The corporate officers had targets derived from the actual capital structure of the total corporation.budget.

        In addition, for 2007,For 2008, there were two additional performance hurdles. For each year since the Company's inception, including 2007,2008, the Company must have achieved an ROE of at least 7% for the year, or any bonus payment otherwise earned for all participants would have been reduced by 50%. Additionally, beginning with 2007, any bonus otherwise earned by a group participant could have been increased by 10%, or reduced by 20%, depending on how the group performed against its on-time-deliveryon-time delivery performance target.

        Performance against those objectives is set out in the chart in "Measuring Performance" on page 20.pages 21-22.

        •2008        2009 Performance ObjectivesObjectives..    For 2008, MICP performance objectives have been established for2009, the Committee again chose EPS and cash flow as the performance objective for corporate officers, including the Chief Executive Officer.CEO, for the same reasons they were chosen in 2008. The EPS target for 2009 is approximately the median of the earnings guidance the Company has provided, which is $1.75 to $2.00. We and the Committee believe that disclosure of the cash flow goal for 2009 would be competitively harmful. The Committee is of the opinion that this cash flow performance objective will be difficult to achieve. For group officers, the performance objectives have been established for EPS and for group-specific targets for EBT and cash flow.

        The same additional performance hurdles apply, and toare the same effect, in 2008 as in 2007.

        We believe the degree of difficulty in achieving the 2008 MICP performance objectives is best judged in light of the degree of difficulty in reaching performance goals in prior years. In the past five years, the Company has outperformed its annualexcept Earnings Before Interest and Tax ("EBIT") will replace EBT. These targets are also based on our Board-approved operating plan and budget four times,budget. Target levels for 2009 are lower than those for 2008 as a result of the difference in the economic climate between 2009 and over2008 and the five-year periodexpected impact of this change in the economic climate on our business results. The Committee has achieved bonus paymentsdecided that unusual items such as stock repurchases and restructuring costs will not be given effect when calculating EPS for MICP purposes. The Committee considers that these, and any other items to be determined by the Committee to be unusual, do not reflect actual performance against goals ranging from 0 to 200% of target,when implementing our operating plan and has averaged 148.7%budget.




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        Again for 2009, the 7% ROE hurdle applies for all corporate officers and group officers. The Company has had a focused goal to improve on-time delivery since 2007. For 2009, rather than establish a specific goal for on-time delivery, performance will be measured based on maintaining acceptable delivery performance throughout the year. For the group officers, any significant deterioration of on-time delivery performance that negatively affects the customer experience will be viewed adversely and will result in a negative adjustment to any MICP payout of up to 10%.

        We believe achievement of the 2009 MICP performance objectives will be difficult given the uncertainty of the world economy and its impact on our industry. In recognition of the perceived difficulty, we have changed how we calibrate our awards to performance, as discussed below.

        •Calibrating Target Awards to Performance.Performance.    The actual awards for 20072008 could have varied from 0-200% of the target awards for corporate executives, including the Chief Executive Officer,CEO, and from 0-220% for group executives, depending upon actual achievement against performance objectives in the following manner.objectives. The Compensation Committee weighed the EPS/EBTEPS and cash flow performance goals for corporate executives at 75% and 25%, respectively.respectively, to insure management is focused on both earnings and cash generation. For group executives the Committee weighed the goals at 25% for EPS, 50% for group EBT, and 25% for group cash flow. It then established minimum and maximum payout levels as set out below:

Performance Level Achieved	Performance Level Achieved			Percent of Target Award Earned Corporate Executive
EPS/EBT		Cash Flow
EPS/EBT/Cash Flow (% of Target)							Percent of Target Award Earned
Less than 90%		Less than 87%		0				0
90%		87%		50				50
100%		100%		100				100
120% or more		125% or more		200
115% or more								200

        For 2009, the Committee changed its method not only for establishing the performance target, but also for establishing the target range for the minimum and maximum payout levels. For 2009, the Committee set the minimum and maximum payment level at 20% below and above each end of the range. The effect of this change, we believe, is to make the target and minimum payout level more easily achievable than in prior years while making the maximum more difficult. The Committee is of the opinion that in uncertain economic times it is desirable to keep some level of payment reasonably achievable, but nevertheless substantially uncertain of achievement at time of grant, in order to keep management motivated to achieve the performance objectives throughout the year. To balance this, the Committee made a higher level of payment proportionately more difficult. The correlation between performance level, achieved by percent of target and minimum, target and maximum payout levels for 2009 is set out below:

Performance Level Achieved
EPS/EBIT/Cash Flow (% of Target)		Percent of Target Award Earned
Less than 80%			0
80%			50	%
95–105%			100	%
120% or more			200	%

        For 2009, the maximum amount that can be earned under the MICP is capped at 200% of target (or 220% in the case of group executives), even when performance exceeds the maximum for the objective. NoUnder the MICP, no additional sum can be earned or "banked" for subsequent years.

        •Measuring Performance.Performance.    Following the closing of the books for the year, the Committee verifies and certifies, at its February meeting, the Company's and each group's actual performance against the performance objectives established at orfor that prior to the beginningyear.




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        Under the terms of the MICP, the Compensation Committee has the authority to exercise negative discretion to adjust an executive officer's award down by as much as 25% from the established target award, based on individual performance. The Committee made no discretionary adjustments, modifications or revisions,revision to any executive officer award, and made no discretionary awards to any executive officer for 2007.2008.

        For 2007,2008, the Compensation Committee certified the achievement of actual performance against performance objectives, and the resulting pay-out attainmentpayout attainments under the MICP, for corporate executives and the executives of the groups, as follows:

		Financial Objective						Cash Flow
												Overall MICP Attainment		Adjusted MICP Attainment*
		Type		Performance vs. Target		MICP Attainment		Performance vs. Target		MICP Attainment
Corporate		EPS		112.2	%	162.2	%	96.8	%	87.3	%	143.4	%	143.4	%
Drilling & Production System		EBT		110.8	%	127.8	%	120.4	%	121.1	%	126.1	%	100.9	%
Valves & Measurement		EBT		109.1	%	145.2	%	135.0	%	200.0	%	158.9	%	127.1	%
Compression Systems		EBT		99.4	%	97.4	%	84.3	%	0.0	%	73.0	%	58.4	%

*

The adjusted attainment percentage reflects the impact of the additional performance hurdles.

		EPS									Group EBT									Cash Flow
		Performance vs. Target (%)			Weight (%)			MICP Attainment (%)			Performance vs. Target (%)			Weight (%)			MICP Attainment (%)			Performance vs. Target (%)			Weight (%)			MICP Attainment (%)			MICP Attainment (%)
Corporate			147.37			75			110.53			N/A			N/A			N/A			200			25			50			160.53
Drilling & Production Systems			147.37			25			36.84			200			50			100			200			25			50			186.84
Valves & Measurement			147.37			25			36.84			85.94			50			42.97			74.91			25			18.73			98.54
Compression Systems			147.37			25			36.84			172.94			50			86.47			89.88			25			22.47			145.78

Long-Term IncentivesIncentives..    Our long-term incentive program, administered under the stockholder-approved 2005 Equity Incentive Plan, (the "EQIP"), is intended to align compensation of executives, including the Named Executive OfficersNEOs, and certain other designated key management employees with the interests of our stockholders by providing incentives tied to the long-term performance of the Company, and by rewarding creation and preservation of long-term stockholder value. Our long-term incentive program provided between approximately 50%52% and 68%76% of the 2007 Total Direct Compensation2008 total direct compensation of our Named Executive Officers.Current NEOs.

        The Compensation Committee, in consultationafter discussions with FWC,the Committee's independent compensation consultant, determines anthe target amount for the aggregate long-term incentive target amount for all long-term incentives to be grantedgranted. The Committee makes its determination based on the percentage of dilution, or value to be transferred, and the "burn rate" or percentage of outstanding shares that would be used for any target amount. They also consider the grant practices of our peer group companies, which are contained in the year using the Shareholder Value Transfer methodology. This methodology developsCommittee's independent compensation consultant annual competitive annual long-term incentive amounts by targeting aggregate annual awards based onsurvey, and industry grant value (and cost) as a percentage of market capitalization.practices in general. Once the aggregate target amount is determined, the Committee then makes individual allocations based onand determines the individual grants to officers taking into account competitive market data developed by FWCfrom the Committee's independent compensation consultant.

        In 2008 and set out in its annual review of







compensation discussed above. Theprior years, the long-term incentive value allocated to any individual executive iswas awarded in the form of stock options and performance-basedperformance-contingent restricted stock units ("RSUs"). The Committee targeted approximately 25%75% of the long-term incentive target amount to performance-based RSUsstock options and approximately 75%25% to stock optionsperformance-contingent RSUs for the 2007 and the 2008 awards. Adjustments were then made to reflect individual performance. While

        For 2009, the Committee changed the mix of long-term incentives to one of stock options, performance-contingent restricted awards denominated and payable in cash, and time-based RSUs. The primary reason for this change was that there were insufficient authorized shares available under the Company's long-term incentive plan to make the targeted long-term incentive grants all in equity. Additional reasons for the change were that it brought the type and mix of grants more in line with those of our peer companies and provided a better balanced risk profile by converting a portion of the long-term incentive grant value to a retention feature thereby reducing the amount of total direct compensation that is performance-contingent. The Committee targeted approximately 40% of the 2009 long-term incentive target amount to stock options, 40% to performance-contingent restricted cash awards, and 20% to time-based RSUs, are awarded to other executives and key employees, only stock options and performance-based RSUs are awarded to executive officers.the latter being the new retention portion.

        • Performance-Based RSUs.    These grants are intended to serve two purposes: (1) encourage and reward performance and (2) assist in retention of key employees. As a result, there are both performance and continued employment requirements that must be met in order for the executive to earn the RSUs.

Performance RequirementsStock Options.    A target number of RSUs is established for each executive by dividing an amount equal to his or her target MICP bonus by the price of the Company stock at the beginning of the year in which they can be earned. The actual number of RSUs that can be earned, and therefore the ultimate value of the awards, ranges from 0 to 200% of the target number, and is dependent on the performance of the Company during the year against the same MICP performance goals for corporate officers set by the Committee.

Continued Employment Requirement.    The vesting of any RSUs earned, and payment of the shares they represent, is subject to continued employment. Except as noted below, no RSUs vest if the executive terminates prior to vesting. The awards earned for 2007 performance have three-year cliff vesting and will vest and be paid in 2010. The awards earned for 2008 performance also have a three-year cliff vesting and will vest and be paid, if and to the extent earned, in 2011.

        • Stock Options.    Awards of stock options are intended to linkput a portion of executive officer total direct compensation performance-dependent by making this portion contingent upon long-term stock price appreciation and long-term executive officer compensation,appreciation. Additionally, they provide an opportunity for increased equity ownership by executives, and encourage employee retention and maintainas a result of a three-year vesting schedule. They also provide a means




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of maintaining competitive levels of total direct compensation. In 2007,November 2008, each executive officer, including the Named Executive Officers,NEOs, received an award of stock options. The number of options was determined by taking the 75%40% weighting of the Compensation Committee-approved long-term incentive target amountvalue designated for stock options and dividing it by the Black-Scholes value of a Company stock option.

Exercise PricePrice..    The exercise price for all stock option awards made in 2007 is2008 was equal to the closing share price on the date of grant. The Company has not backdated option awards nor granted options with an exercise price less than either the per share weighted-average daily trading price, pursuant to the terms of the EQIP until 2006, or the closing price on the date of grant, pursuant to the terms of the EQIP as amended in 2007, whichever was then applicable.

Grant PracticePractices..    The Compensation Committee has historically approved annual awards of stock options at its November meeting to be made effective the following business day. At its meeting in November 2007, the Committeeday and formally adopted this method of selecting the grant date for the annual awards.awards in 2007. The Committee intendshas chosen to employ this method irrespective of whether the Company ismay then be in possession of material, non-disclosed information. The Committee preferred this "mechanical" approach to selecting the grant date, rather than a "discretionary" approach, as it avoids having to avoid makingmake arbitrary judgments regarding timing of awards. To the extent newly hired or promoted executives receive an initial award of stock options, such options are priced at the closing price on a date no earlier than their actual date of hire or promotion. However, equityEquity awards made to newly hired executives are, however, mostly in the form of RSUs.

Vesting        Vesting..    The options vest at a rate of 33¹/3% per year over the first three years of a seven-year option term. If terminations were to occur during the three-year vesting period, the Committee has provided for vesting treatments intended to make vesting considerations in regard to termination decisions by the Company or by the employee neutral. For treatment of vesting upon







certain termination events such as retirement or death within the three-year period, see the discussion following the GrantGrants of Plan Based AwardPlan-Based Awards table on page 27.pages 30-31.

        Stock options awarded under        • Time-Based RSUs.    Awards of time-based RSUs are intended to encourage and reward continued employment. The awards made in November 2008 have a three-year cliff vesting and will vest in November 2011. For treatment of vesting upon certain termination events such as retirement or death within the predecessorthree-year period, see the discussion following the Grants of Plan-Based Awards table on pages 30-31.

        • Performance-Contingent Restricted Cash Awards.    These grants are intended to serve two purposes: (1) encourage and reward performance and (2) assist in retention of key employees. As a result, there are both performance and continued employment requirements, each of which must be satisfied in order for the executive to earn the payout of the award.

        Performance Requirements.    The target value of these awards is 40% of each officer's long-term incentive plan totarget. The actual value of restricted performance awards that can be earned, and therefore the EQIP allowed for options to be "reloaded." Stock options awarded under the EQIP have no reload provisions and no options granted since November, 2005 have reload provisions. Under a reload right, when an option holder pays the exercise price of a stock option using shares of stock already owned, the holder is granted a new option for a number of shares equal to the number of shares tendered in payment at an exercise price equal to the closing price on the preceding trading day, used to determine theultimate value of the shares tendered.award, ranges from 0 to 200% of the target value, and is dependent on the performance of the Company during the year against the same MICP performance goals for corporate officers set by the Committee.

        Continued Employment Requirement.    The vesting of any restricted cash awards is subject to continued employment. The awards earned for 2009 performance have a two-year cliff vesting and will vest and be paid in 2011. For treatment of vesting upon certain termination events such as retirement or death, see the discussion following the Grants of Plan-Based Awards table on pages 30-31.

Benefits and PerquisitesPerquisites..    We provide our executive officers with benefits and perquisites that we and the Committee believehas concluded are reasonable competitive and necessary to attractthat assist in attracting and retainretaining qualified executives to lead and manage our business and affairs. The Committee reviews each year for appropriateness both the nature and type of benefits and perquisites and the value and cost thereof.

        •Retirement Benefits.    In 2007, we2008, the Company provided retirement benefits to all our non-unioneligible employees, inincluding the United StatesNEOs, through twoa qualified plans, our 401(k) defined contribution plan and our qualified defined benefit retirement plan. Weknown as the "Retirement Savings Plan." The Company also provided benefits under twoa nonqualified benefit plans to ourdeferred compensation plan for its more highly compensated employees, including the Named Executive Officers. These two plans are our Supplemental Excess Defined Benefit Plans ("Excess DBNEOs. This nonqualified deferred compensation plan is known as the "Cameron International Corporation Nonqualified Deferred Compensation Plan") and our Supplemental Excess Defined Contribution Plan ("Excess (the "Deferred Compensation Plan" or "NQ DC Plan").

        The Excess DCNEOs are participants in the Company's Retirement Savings Plan. The Retirement Savings Plan isprovides that each participant may defer from 1% to 50% of his or her pay, and the Company will make a "spill-over" 401(k) plan. Oncesafe harbor matching contribution of 100% of the first 6% of the participant's pay deferred under the Retirement Savings Plan. Participant deferrals and the matching contribution are fully vested at all times.




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The Company also contributes as retirement contributions an executive has contributed upamount equal to the limits on compensation allowed3% of each participant's pay. Retirement contributions vest after three years of service. All contributions under the Retirement Savings Plan are subject to plan and Internal Revenue Code ("IRC") for 401(k) plans, the executive may continue to contribute the same percentage of compensation to the Excess DC Plan, and would earn interest on such contributions equal to the rate earned by the fixed income fund of our 401(K) defined contribution plan. For 2007, the rate was 4.92%.limits.

        The Excess DB Plan is a "spill-over" retirement plan. This plan provided a nonqualified benefit to highly compensated employees, including Named Executive Officers that is equal toNEOs were among the benefit that would have been provided under our qualified retirement plan had the compensation and benefit limits of the IRC not been met.

        The retirement plan and its "spill-over" Excess DB Plan areparticipants in the process of being terminated and were frozen, effective December 31, 2007. TheDeferred Compensation Committee and, uponPlan. Under the Committee's recommendation, the Board decided to terminate the retirement plan and made changes to our excess plans in order to reduce our exposure to funding risks created by the volatility of markets in which pension assets may be invested. The retirement plan is being replaced with an enhanced Company contribution under our 401(k) plan. The Excess DCDeferred Compensation Plan, has been amended and converted to a nonqualified supplemental deferred compensation plan. Under this supplemental deferred compensation plan, an executiveparticipant can defer, each year, up to 20% of his or base salary and up to 75% of his or her annual incentive bonus andbonus. The Company makes matching contributions under the Company will matchDeferred Compensation Plan on behalf of each participant in an amount equal to 100% of the sum deferred dollar-for-dollar up to the first six percent (6%) of salarythe excess, if any, of a participant's "qualified compensation," as defined under the Deferred Compensation Plan, over the compensation limit applicable under Section 401(a)(17) of the Internal Revenue Code. Both the participant deferrals and bonus deferred onmatching contributions are fully vested at all times. In addition, each year, the Company makes retirement contributions under the Deferred Compensation Plan in an annual basis. Outstanding balancesamount equal to 3% of participantsthe excess, if any, of a participant's "qualified compensation," as defined in the Excess DBDeferred Compensation Plan, who are active employees will be combined with their balancesover the compensation limit applicable under Section 401(a)(17) of the Internal Revenue Code, as well as an additional contribution equal to the amount, if any, by which a participant's retirement contributions under the Excess DC401(k) Plan and transferred to this supplemental deferred compensation plan.for the year were limited by Section 401(a)(4) and/or Section 415 of the Internal Revenue Code. These balances and the existing balancesretirement contributions become vested under the prior Excess DCDeferred Compensation Plan have beenafter three years of service. For participants eligible to defer under the Deferred Compensation Plan in 2008, including the NEOs, the Deferred Compensation Plan is funded by means of a rabbi trust to allow participants to make investment choices similar to those available under our 401(k) plan.the Company's Retirement Savings Plan.

        Participants are not permitted to make withdrawals from the Deferred Compensation Plan prior to their termination of employment. Upon a participant's termination of employment, the participant's vested benefits under the Deferred Compensation Plan are distributed to him or her as soon as administratively practicable thereafter. A participant's vested benefits may, at the option of the participant, be distributed in a single lump-sum payment or in annual installments between two and five years. However, if the participant is a "Specified Employee," as defined in the Deferred Compensation Plan, payment of his or her benefits will be delayed for six months.

        The Company now providesmaintains a 401(K) plan to all of our non-union employees in the United States and a non-qualifiedfrozen nonqualified deferred compensation plan, known as the "Supplemental Excess Defined Contribution Plan" (the "Excess DC Plan"), under which the NEOs have account balances. This plan receives no further participant deferrals or Company contributions, but account balances under the plan continue to our more highly compensated employees,accrue earnings. For participants eligible to defer under the Deferred Compensation Plan in 2008, including the Named Executive Officers.NEOs, the account balances under the Excess DC Plan have been funded into a rabbi trust and the same investment funds available under the Deferred Compensation Plan for 2008 are available for the Excess DC Plan. Participants are not permitted to make withdrawals from the Excess DC Plan prior to their termination of employment. Upon a participant's termination of employment, the participant's vested benefits under the Excess DC Plan are distributed to him or her as soon as administratively practicable thereafter in a single lump sum.

        We do not offerUntil recently, the Company also maintained another frozen plan, known as the Retirement Plan (the "Retirement Plan"). All participants, including the NEOs, accrued benefits under this plan until it was frozen at the end of 2007; thereafter, they continued to receive interest credits only under the plan until it was terminated and benefits were paid out of the plan in 2008. For more details on the Retirement Plan, please see the Summary Compensation Table on pages 28-29 of this Proxy Statement.

        The NEOs were also participants in the now-terminated Supplemental Excess Defined Benefit Plan (the "Excess DB Plan"), which provided benefits similar to those provided under the Retirement Plan to the extent benefits under the Retirement Plan exceeded applicable Internal Revenue Code limits. The participants received a supplemental executive retirement plan or SERP.cash credit under the Deferred Compensation Plan on January 4, 2008, the date of termination of the Excess DB Plan, in an amount equal to the value of the NEO's account under the Excess DB Plan. The cash credit is fully vested at all times and it is payable at the same time and form as all other account balances under the Deferred Compensation Plan, as discussed above. For more information on the Excess DB Plan, please see the Summary Compensation Table on pages 28-29 of this Proxy Statement.




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        • •Other Benefits and Perquisites.    In addition to the standard health, dental, life and disability insurance benefits offered to substantially all of our U.S. non-union employees, our executive officers, including the Named Executive Officers,NEOs, are eligible to receive financial planning services and reimbursements for country, luncheon and







fitness club dues. The Committee believes it is in the interest of the Company to assist executives in handling their personal finances, particularly tax obligations, to prevent them from being a distraction to the executive or embarrassment to the Company. The Committee also believes country clubs and luncheon clubs assist the executives in performing their responsibilities by providing a means of business entertainment and networking, and fitness clubs help maintain the health and vitality of our executives. Senior Vice Presidents, the Chief Operating OfficerCEO and the Chief Executive OfficerChairman are eligible to use Company leasedCompany-leased aircraft for personal travel provided they reimburse the Company for the incremental operating cost to the Company of any such use. Additionally, the financial planning services and spouse travel, when thea spouse of an executive accompanies the executive on travel for business purposes, the executive receivesare subject to a tax gross-up for any resulting imputed income. Certain executive officers have also been reimbursed for automobile fuel and cleaning expenses in lieu of reimbursement for toll charges and actual miles driven in their personal automobiles for Company business.

        The Company provides these benefits and perquisites for competitive reasons andThis benefit is provided because in the case of spousal travel, the Company's business is global and its offices and facilities are located throughout the world, requiring a number of our executives to travel extensively and to attend a number of industry and client activities that are social in nature where the presence of the spouse is both expected and beneficial.

        The cost to the Company of all benefits and perquisites provided to executive officers is included in FWC'sthe Committee's independent compensation consultant's competitive analysis and in the annual tally-sheet"tally sheet" presentation to the Committee on total compensation paid to executives.

Clawback of Incentive Compensation.

        The Committee has determined that the Company should have a clawback of all incentive compensation or performance compensation of any officer whose fraud or intentional wrong-doing makes a financial restatement necessary. The Committee has directed management to develop this policy, and any implementing plan amendments necessary to put the policy in effect, working in conjuction with the Committee's outside legal advisor and independent compensation consultant. The Committee intends to adopt this policy and the implementing plan amendments at it's May 2009 meeting.

Stock Ownership Requirements.Requirements.

        In addition to stock ownership guidelines for directors set out in "Corporate Governance and Board of Directors Matters — Stock Ownership Guidelines" on page 14pages 13-14 of this Proxy Statement, the Company has stock ownership requirements for its executives and other key employees. Within three years of being appointed an executive or other key employee of the Company, or being promoted to a position requiring increased ownership, the executive or employee is required to directly own Common Stock having a market value or cost basis, whichever is higher, equal to at least the following multiple of his or her base salary:

LEVEL		BASE SALARY MULTIPLE
Chief Executive OfficerCEO			5
Chief Operating Officer		4
Senior Vice Presidents			3
Vice Presidents			2
Other Executive Long-Term Incentive Program Participants			2

        All executive officers who are not in a three-year grace period are in compliance with their ownership requirement, except one officer who was in compliance until he was promoted to a position requiring increased ownership. This officer is within the grace period to achieve his new ownership requirement. The ownership interestinterests of the Named Executive Officers,NEOs individually, and executives as a whole, isare set out in "Security Ownership of Management" on page 3944 of this Proxy Statement.




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Employment, Severance and Change-in-Control Arrangements.Arrangements.

        •Employment Contracts.    We have no employment contracts with any of our executive officers other than Mr. Myers. After March 31, 2008,officers. Mr. Myers, will no longerwho ceased to be an officer of the Company and as of this date his original employment contract will have been replaced by a letter agreement that provides for continued employment and payment of salary and benefits, and participation in our annual incentive bonus program, for up to 12 months from that date. This agreement will terminate earlier if terminated by Mr. Myers for any reason or by the Company for cause with no further liability thereunder owed Mr. Myers. Since Mr. Myers will no longer be an officer afteron March 31, 2008, but who is a NEO for 2008 because he is not eligible to participate inwas the Company's Executive Severance Plan or any changeChief Financial Officer for the first three months of control program after2008, has an employment contract that date.expires by its own terms on March 31, 2009.

        •Executive Severance Policy.    The Company has an Executive Severance Policy for all executive officers, including the Named Executive OfficersNEOs, other than Mr. Myers. ItMyers, who is no longer an officer of the Company. Mr. Erikson, who will no longer be an officer of the Company on May 1, 2009, will cease to be eligible for benefits under this Policy on that date. The Policy provides for salary and welfare benefit continuation offor 12 months for a covered executive if his or hersuch officer's employment with the Company is terminated by the Company for any reason other than cause. ParticipationWhile participation in the annual incentive plan is prorated







through the last day of employment and determined based on achievement of the goals and objectives established for the applicable year. No bonusyear, no entitlements are earned during the severance period.

        We provide executive severance because senior-level employees, to a greater extent than other salaried employees, serve at the pleasure of the Company and are decidedly "at-will" employees, meaning that the Company may terminate them, at any time, for any reason, without any liability to them.the employee. This program recognizes the impact on individuals of the Company's flexibilityneed and ability to be able to freely make changes at the executive level, and the relatively more difficult employment transition that higher-paid employees have when terminated with possibly little or no notice.

        •        Change-in-Control Agreements.Change-in-Control Agreements.    The Company has agreements with eighttwelve executive officers, including Messrs. Moore, Sledge, Carne, Lemmer and Lemmer, but excluding Messrs. Erikson and Myers.Rajeski. The agreements are described in "Payments"Potential Payments Upon Termination or Change In Control" on page 33 hereof.pages 37-41 of this Proxy Statement. Payment under these agreements would only be made were the executive officer to be terminated (as more fully described in "Payments Upon Termination In Conjunction With Change in Control" on pages 39-41 in connection with a change in control (a "double trigger").

        We recognize that, as is the case with many publicly-held corporations, the possibility of a change in control may arise and that such possibility, and the uncertainty and questions that it may raise among our executive officers, may result in the departure or distraction of one or more of them to the detriment of the Company and our stockholders. Since we consider the establishment and maintenance of a sound and vital management team to be essential to the protection and enhancement ofin the best interests of the Company and our stockholders, the Board of DirectorsCompensation Committee has determined that appropriate steps be taken to assure the Company of the continuation of service by certain executive officers, and to reinforce and encourage their attention and dedication to their assigned duties without distraction in circumstances arising from the possibility of a change in control. The BoardCommittee believes it important, should the Company or our stockholders receive a proposal for or notice of a change in control, or consider one itself, that our executives be able to assess and advise the Company whether such transaction would be or is in the best interests of the Company and our stockholders, and to take such other action regarding suchthe transaction as theour Board of Directors determines to be appropriate, without being influenced by the uncertainties of their own situation.

        We also believe that entering into change-in-control agreements with some of our executive officers has helped us attract and retain the level of executive talent needed to achieve the Company's goals. The elements of the severance benefits and the amounts of each were approved by the Committee at the time the agreements were entered into, or most recently modified, based on the Committee's assessment of what was appropriate and competitive at that time. As a result, during the past four years the Company has reduced the severance benefits provided by our change-in-control agreements by eliminating equity grants as one of the elements of payment upon a change-in-control and reducing the annual incentive bonus portion to the larger of any award earned in the last three years or target award, a decrease from the maximum award that could be earned.




Table of Contents

Tax Implications of Executive Compensation.Compensation.

        Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1 million on the amount of annual compensation that may be deducted by the Company in any year with respect to the executives. ForIn 2007 and 2008, Mr. Erikson's base salary exceeded and will exceed this limit by $25,000, and, as a result, this amount willwas not be tax deductible. The Committee considered this fact at the time his compensation was set and determined it was appropriate in spite of this fact because Mr. Erikson has been the architect, driving spirit and leader of this Company since it was formed in 1994.

        Certain performance-based compensation approved by stockholders is not subject to this deduction limitation and is deductible, and as a result, annual incentive bonuses paid pursuant to our Management Incentive Compensation Plan, and stock options, RSUs and RSUsrestricted cash awards granted under the Company'sour 2005 Equity Incentive Plan, generally will qualify as performance-based compensation and should be deductible. However, the Committee and/or the Board of Directors may from time to time, in circumstances it deems appropriate, award compensation in addition to these stock options, and RSUs, restricted cash awards, and annual performance-based awards that may not be deductible in order to compensate executives in a manner commensurate with performance and the competitive market for executive talent.


Compensation Committee Report


        We have reviewed and discussed with management the Compensation Discussion and Analysis to be included in the Company's 2009 Proxy Statement, filed pursuant to Section 14(a) of the Securities Exchange Act of 1934. Based on these reviews and discussions, we recommend to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in this, the Company's Proxy Statement.

		Compensation Committee, Peter J. Fluor Nathan M. Avery C. Baker Cunningham




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Summary Compensation Table


        The following table sets forth the compensation earned for services rendered to the Company for the fiscal year ended December 31, 20072008 by the Chief Executive Officer,Mr. Erikson, who was our CEO through March 31, 2008, and was succeeded in this position by Mr. Moore; Mr. Myers, who was our Chief Financial Officer through March 31, 2008, and was succeeded in this position by Mr. Sledge, and the other Named Executive Officers.NEOs. Fiscal year ended December 31, 2008 is the only year that Mr. Rajeski and Mr. Sledge met the criteria for inclusion in the Summary Compensation Table. Therefore, Mr. Rajeski's and Mr. Sledge's data for fiscal year ended December 31, 2008 is the only data included.

(a)			(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Name and       Principal Position			Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)		All Other Compensation ($)(4)		Total ($)
	Sheldon R. Erikson Chairman and Chief Executive Officer		2007 2006		1,025,000 950,000		0 0		1,470,505 1,924,620		5,666,134 5,971,056		1,470,260 1,900,000		248,342 258,053		387,262 294,762		10,267,503 11,298,491
	Franklin Myers Senior Vice President and Chief Financial Officer		2007 2006		450,000 420,000		0 0		288,032 170,176		1,151,373 1,298,612		387,288 504,000		103,366 74,012		115,849 78,908		2,495,908 2,545,708
	Jack B. Moore President and Chief Operating Officer		2007 2006		450,000 350,000		0 0		293,626 141,816		974,884 732,129		484,110 447,216		82,139 50,814		119,954 47,552		2,404,713 1,769,527
	John D. Carne Senior Vice President & President, Drilling and Production Systems Group		2007 2006		350,000 300,000		0 0		355,909 151,944		1,505,243 571,072		211,915 396,000		56,094 39,195		174,968 47,217		2,654,129 1,505,428
	William C. Lemmer Senior Vice President, General Counsel & Secretary		2007 2006		360,000 325,000		0 0		219,358 109,736		726,493 580,909		284,011 325,000		57,630 53,133		120,179 61,172		1,767,671 1,454,950

(a)			(b)			(c)			(d)			(e)			(f)			(g)			(h)			(i)			(j)
Name and       Principal Position			Year			Salary ($)			Bonus ($)			Stock Awards ($)(1)			Option Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)(2)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)			All Other Compensation ($)(4)			Total ($)
	Sheldon R. Erikson Chairman			2008 2007 2006			1,025,000 1,025,000 950,000			0 0 0			2,214,022 1,470,505 1,924,620			2,260,680 5,666,134 5,971,056			1,645,433 1,470,260 1,900,000			8,015 248,342 258,053			562,085 387,262 294,762			7,715,235 10,267,503 11,298,491
	Jack B. Moore President and Chief Executive Officer			2008 2007 2006			745,385 450,000 350,000			0 0 0			564,742 293,626 141,816			1,357,629 974,884 732,129			902,981 484,110 447,216			4,799 82,139 50,814			219,343 119,954 47,552			3,794,879 2,404,713 1,769,527
	Franklin Myers Senior Vice President and Chief Financial Officer			2008 2007 2006			475,000 450,000 420,000			0 0 0			289,175 288,032 170,176			1,332,828 1,151,373 1,298,612			457,511 387,288 504,000			5,440 103,366 74,012			169,409 115,849 78,908			2,729,363 2,495,908 2,545,708
	Charles M. Sledge Senior Vice President and Chief Financial Officer			2008			372,692			0			200,091			508,703			270,895			2,658			104,110			1,459,149
	John D. Carne Senior Vice President & President, Drilling and Production Systems Group			2008 2007 2006			479,519 350,000 300,000			0 0 0			835,117 355,909 151,944			2,450,743 1,505,243 571,072			539,501 211,915 396,000			2,797 56,094 39,195			179,143 174,968 47,217			4,486,820 2,654,129 1,505,428
	William C. Lemmer Senior Vice President & General Counsel			2008 2007 2006			390,000 360,000 325,000			0 0 0			535,098 219,358 109,736			1,377,866 726,493 580,909			375,640 284,011 325,000			4,911 57,630 53,133			145,515 120,179 61,172			2,829,030 1,767,671 1,454,950
	Robert J. Rajeski Vice President & President of Compression Systems			2008			340,000			0			307,020			686,780			297,391			2,408			103,579			1,737,178

(1)

The amounts included in the "Stock Awards" and "Option Awards" columns represent the compensation cost we recognized in 2008, 2007 and 2006, determined in accordance with Statement of Financial Accounting Standards No. 123(R). Share Based Payment. For a discussion of valuation assumptions used in each of the years in the three-year period ending December 31, 2008, see Note 8 to our consolidated financial statements included in our Annual ReportsReport on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 25, 2009, for the yearsyear ended December 31, 2007 and 2006. The restricted stock unit awards granted on January 1, 2007, were earned in 2007. The awards entitled the executive to receive a number of shares of Common Stock equal to the number of units earned upon vesting. Target values for the 2007 awards were established for each executive's awards and were converted into numbers of restricted stock units based on the volume weighted average price on the New York Stock Exchange of the Common Stock on December 31, 2006. The number of units actually earned in 2007 was 143.4% of the target number based on performance against goals for earnings per share, cash flow and return on equity in 2007. The units earned in 2007 vest 100% on January 1, 2010. Stock options were granted on November 15, 2007, at a price equal to the closing price of the Company's Common Stock on the date of grant and vest in three equal annual increments beginning on November 15, 2008.



(2)

The amount shown for each Named Executive OfficerNEO in the "Non-Equity Incentive Plan Compensation" column is attributable to MICP awards earned in fiscal years 2008, 2007 and 2006, but paid in 2009, 2008 and 2007, respectively. Please see "Executive Compensation — Compensation Discussion and Analysis — Components of Executive Compensation — Annual Incentives" on page 19 of this Proxy Statement for more information.



(3)

These figuresamounts include amounts due to pension valueinterest earned between January 1, 2008 and November 1, 2008 under the Retirement Plan, and pension values earned underprior to the Company's Excess DB Plan for 2007 as follows: For a discussionpayment of valuation assumptions, see Note 7 to ourbenefits coincident with the Plan's termination.




consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2007 and 2006:Table of Contents

			2007
			Retirement Plan ($)		Excess DB Plan ($)
	Sheldon R. Erikson		17,481		230,861
	Franklin Myers		23,794		79,572
	Jack B. Moore		22,783		59,356
	John D. Carne		15,516		40,578
	William C. Lemmer		16,910		40,720

(4)

The figures set out as "Other Annual Compensation" for 20072008 are comprised of the following:following two tables:

			Company Contributions to Retirement Savings Plan ($)			Company Retirement Contributions to NQ DC Plan ($)			Company Match Contributions to NQ DC Plan ($)			Total Other Annual Compensation attributable to retirement benefits ($)
	Sheldon R. Erikson			20,700			98,095			183,927			302,722
	Jack B. Moore			20,700			35,544			48,061			104,305
	Franklin Myers			20,700			26,959			49,120			96,779
	Charles M. Sledge			20,700			12,449			20,154			53,303
	John D. Carne			20,700			18,475			34,683			73,858
	William C. Lemmer			20,700			18,584			33,658			72,942
	Robert J. Rajeski			20,700			11,464			19,814			51,978




Name			Club Dues $		Spouse Travel $		Tax Gross-Up $		Excess Life $		Interest Credit on Restricted Cash $(1)		Company Contributions to Retirement Savings Plan $		Welfare Benefits $		Financial Planning Services $		Excess Defined Contribution Plan $(3)
	Sheldon R. Erikson(2)		43,537		26,431		7,396		14,478		35,347		10,125		16,119		8,875		219,847
	Franklin Myers		8,541		1,679		963		2,064		9,371		10,125		10,301		8,875		63,930
	Jack B. Moore		27,272		26,537		15,221		1,104		6,521		10,125		9,798		7,000		16,376
	John D. Carne(4)		7,687		54,084		31,021		1,548		5,225		10,125		10,030		9,375		45,813
	William C. Lemmer(4)		11,204		10,544		6,048		2,455		5,938		10,125		3,171		9,375		59,606

Name			Club Dues $			Spouse Travel $			Tax Gross-Up $(a)			Excess Life $			Interest Credit on Restricted Cash $(b)			Welfare Benefits $			Financial Planning Services $			Total
	Sheldon R. Erikson(c)			31,788			26,155			10,575			14,478			144,576			17,809			8,875			254,256
	Jack B. Moore			10,898			37,619			17,544			3,584			26,670			11,723			7,000			115,038
	Franklin Myers			7,141			0			5,090			2,193			38,329			11,002			8,875			72,630
	Charles M. Sledge(d)			11,650			0			4,181			387			16,475			10,726			7,290			50,709
	John D. Carne			2,217			33,930			22,958			3,399			22,393			11,013			9,375			105,285
	William C. Lemmer(d)			11,640			9,256			10,686			2,693			25,447			3,407			9,375			72,504
	Robert J. Rajeski(d)			0			0			4,468			2,297			26,126			10,640			7,790			51,321

(1)(a)

Includes tax gross-up for spouse travel and financial planning.



(b)

These amounts were paid in 2007, but earned in 2006. The restricted cash awards were granted in 2004 and earned in 2005, were equal to the executive's annual bonus award under the Company's Management Incentive Plan (MICP), and were subject to the same risk of performance against goals as the MICP award.2005. The awards earned were paid 25% in each of 2006 and 2007 and the remaining 50% in 2008. Restricted cash awards were awarded in lieu of restricted stock awards in 2004.



(2)(c)

Mr. Erikson also received $5,107 for an Executive LTD premium payment.



(3)

Includes the Company's contribution and interest.



(4)(d)

Mr. CarneLemmer, Mr. Sledge and Mr. LemmerRajeski also received auto expenses in the amount of $60$69, $98 and $1,713,$280, respectively.




Table of Contents


Grants of Plan-Based Awards in Fiscal Year 20072008


        ThisThe following table discloses the actual number ofprovides information on non-equity incentive plan awards, stock options and restricted stock awardsRSUs granted, and the grant date fair value of these awards.

						Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)						Estimated Future Payouts Under Equity Incentive Plan Awards(3)																																								All Other Stock Awards: Number of Shares of Stock or Units (#) (i)
																		All Other Stock Awards: Number of Shares of Stock or Units (#) (i)		All Other Option Awards: Number of Securities Underlying Options (#) (j)														Estimated Future Payouts Under Non-Equity Incentive Plan Awards									Estimated Future Payouts Under Equity Incentive Plan Awards(3)												All Other Option Awards: Number of Securities Underlying Options (#) (j)
																						Exercise or Base Price of Option Awards ($/Sh) (k)		Grant Date Fair Value of Stock and Option Awards ($)(4) (l)																																		Grant Date Fair Value of Stock and Option Awards ($)(4) (l)				All Other Stock Awards: Number of Shares of Stock or Units (#) (i)
Name (a)		Grant Date (b)		Committee Approval Date (1)		Threshold ($) (c)		Target ($) (d)		Maximum ($) (e)		Threshold (#) (f)		Target (#) (g)		Maximum (#) (h)										Award Type		Grant Date (b)(1)			Committee Approval Date			Threshold ($) (c)			Target ($) (d)			Maximum ($) (e)			Threshold (#) (f)			Target (#) (g)			Maximum (#) (h)
Sheldon R. Erikson		02/28/07 01/01/07 11/15/07		02/21/07 11/08/06 11/14/07		512,500		1,025,000		2,050,000		0		55,428		110,856				400,000		44.01		4,126,920		Annual MICP			01/01/08			(2)			512,500	(2)		1,025,000	(2)		2,050,000	(2)
Franklin Myers		02/28/07 01/01/07 11/15/07		02/21/07 11/08/06 11/14/07		135,000		270,000		540,000		0		14,599		29,198				150,000		44.01		1,547,595
																										Performance RSU			01/01/08			11/14/07												10,648			21,296			42,592
																										Annual RSU			11/13/08			11/12/08																					25,500									568,650
																										Annual Option			11/13/08			11/12/08																								218,000			22.30			1,376,408
																										Restricted Cash			11/13/08			11/12/08			240,000	(6)		480,000	(6)		960,000	(6)
Jack B. Moore		02/28/07 01/01/07 11/15/07		02/21/07 11/08/06 11/14/07		168,750		337,500		675,000		0		18,248		36,496				160,000		44.01		1,650,768		Annual MICP			01/01/08			(2)			281,250	(2)		562,500	(2)		1,125,000	(2)
																										Performance RSU			01/01/08			11/14/07												4,675			9,349			18,698
																										Annual RSU			11/13/08			11/12/08																					30,000									669,000
																										Annual Option			11/13/08			11/12/08																								255,000			22.30			1,610,019
																										Restricted Cash			11/13/08			11/12/08			675,000	(6)		1,350,000	(6)		2,700,000	(6)
Franklin Myers(5)																													—			—			—			—			—						—			—			—			—			—			—
Charles M. Sledge																										Annual MICP			01/01/08			(2)			84,375	(2)		168,750	(2)		337,500	(2)
																										Performance RSU			01/01/08			11/14/07												1,402			2,804			5,608
																										Annual RSU			11/13/08			11/12/08																					9,500									211,850
																										Annual Option			11/13/08			11/12/08																								100,000			22.30			631,380
																										Restricted Cash			11/13/08			11/12/08			215,000	(6)		430,000	(6)		860,000	(6)
John D. Carne		02/28/07 01/01/07 11/15/07 08/31/07		02/21/07 11/08/06 11/14/07 (5)		105,000		210,000		420,000		0		11,354		22,708				140,000 2,100	(5)	44.01 40.89		1,444,422 24,822		Annual MICP			01/01/08			(2)			144,375	(2)		288,750	(2)		577,500	(2)
																										Performance RSU			01/01/08			11/14/07												2,649			5,298			10,596
																										Annual RSU			11/13/08			11/12/08																					12,000									267,600
																										Annual Option			11/13/08			11/12/08																								120,000			22.30			757,656
																										Restricted Cash			11/13/08			11/12/08			240,000	(6)		480,000	(6)		960,000	(6)
William C. Lemmer		02/28/07 01/01/07 11/15/07		02/21/07 11/08/06 11/14/07		99,000		198,000		369,000		0		10,706		21,412				112,000		44.01		1,155,538		Annual MICP			01/01/08			(2)			117,000	(2)		234,000	(2)		468,000	(2)
																										Performance RSU			01/01/08			11/14/07												2,431			4,861			9,722
																										Annual RSU			11/13/08			11/12/08																					10,000									223,000
																										Annual Option			11/13/08			11/12/08																								95,000			22.30			599,811
																										Restricted Cash			11/13/08			11/12/08			225,000	(6)		450,000	(6)		900,000	(6)
Robert J. Rajeski																										Annual MICP			01/01/08			(2)			102,000	(2)		204,000	(2)		408,000	(2)
																										Performance RSU			01/01/08			11/14/07												2,119			4,238			8,476
																										Annual RSU			11/13/08			11/12/08																					7,000									156,100
																										Annual Option			11/13/08			11/12/08																								60,000			22.30			378,828
																										Restricted Cash			11/13/08			11/12/08			165,000	(6)		330,000	(6)		660,000	(6)

(1)

A discussion of Grant Practices is included on page 2123 of this Proxy Statement. The RSU awards granted on January 1, 2008, were earned in 2008. The awards entitled the NEO to receive a number of shares of Common Stock equal to the number of units earned upon vesting. Target values for the 2008 awards were established for each NEO's awards and were converted into numbers of RSUs based on the closing price of the Company's Common Stock on the New York Stock Exchange on December 31, 2007. The amount actually earned in 2008 was 160.53% of the targeted number of units for Messrs. Erikson, Moore, Sledge, and Lemmer; 186.84% for Mr. Carne; and 145.78% for Mr. Rajeski of the target number based on performance against goals for earnings per share, cash flow and return on equity in 2008. The units earned in 2008 vest 100% on January 1, 2011. Stock options were granted on November 13, 2008, at a price equal to the closing price of the Company's Common Stock on the date of grant and vest in three equal annual increments beginning on November 13, 2009.



(2)

The amounts shown reflect the 2007 Management Incentive Compensation Plan ("MICP")MICP awards. In FebruaryNovember 2007, our Compensation Committee established target MICP awards, expressed as a percentage of each executive's 20072008 base salary, andsalary. In February 2008, the Committee approved individual and Company performance goals for the purpose of determining the amount to be paid out under the MICP for the year ended December 31, 2007.2008. For 2007,2008, the target percentages were: 100% for Mr. Erikson; 75% for Mr. Moore; 60% for Messrs. MyersCarne, Lemmer, and Carne;Rajeski, and 55%45% for Mr. Lemmer.Sledge. The amount shown in the dollar amount of the "target" column represents the target award of each executive officer for 2007 base salary.2008. The amount shown in the "maximum" column represents the maximum amount that could be paid under the MICP for 2007.2008. The amount shown in the "threshold" column represents the amount payable under the MICP if only the minimum level of Company achievement of performance goals had been attained, which is 50% of the target award. Please see "Compensation Discussion and Analysis — Components of Executive Compensation — Annual Incentives" on page 1819 of this Proxy Statement for more information regarding Cameron's MICP and the 20072008 MICP awards and performance measures.





Table of Contents

(3)

The amounts shown reflect grants of performance-dependent Restricted Stock Unitsperformance-contingent RSUs under our EQIP.equity incentive plan. Each grant represents a right to receive one share of Cameron Common Stock for each vested unit. The amount of performance shares that vest is determined by performance against established performance goals. See "Executive Compensation — Compensation Discussion and Analysis — Components of Executive Compensation — Long-Term Incentives" on page 2022 of this Proxy Statement for more information.



(4)

The amounts included in the "Grant Date Fair Value of Stock and Option Awards" column represent the full grant date fair value of the awards computed in accordance with Statement of Financial Accounting Standards No. 123(R). For a discussion of valuation assumptions, see Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007.2008.



(5)

This grant was made pursuant to the reload featureMr. Myers resigned as an officer of the Company's Long-Term Incentive Plan in effect prior to mid-2005. TheseCompany effective March 31, 2008.



(6)

The amounts shown reflect grants result from actionsof performance-contingent restricted cash. The amount of restricted cash is determined by the holder. No Committee or Board approval is involved.performance against established performance goals. See "Executive Compensation — Compensation Discussion and Analysis — Components of Executive Compensation — Long-Term Incentives — Stock Options"Performance-Contingent Restricted Cash Awards on pages 21-22page 23 of this Proxy Statement for more information" on this feature.information.




        As discussed above, options normally vest at a rate of 33¹/3% per year over the first three years of a seven-year option term. The impact of termination on vesting and exercisability of stock options, as well as the vesting of restricted stock grants, is set out below:

						RSUs
		Stock Options
								Exercise Rights
Termination Circumstances		Vesting		Exercise Rights		Vesting
Voluntary		Ceases		90 days		Ceases		N/A
Age 60 with 10 yrsyears of service		Continues*		Lesser of 3 years or Grant Term		Continues*		N/A
Age 65 with 10 years of service		Continues		Grant Term		Continues		N/A
Death		Accelerates*		Lesser of 3 years or Grant Term but 12 months minimum		Accelerates*		N/A
Disability		Accelerates*		Lesser of 3 years or Grant Term but 12 months minimum		Accelerates*		N/A
Reduction in Force		Continues*		Lesser of 3 years or Grant Term but 12 months minimum		Continues*		N/A
For Cause		All vested and unvested shares forfeited		N/A		Ceases		N/A
Change-in-Control successor does not assume the award or grant a new one		Accelerates		Grant Term		Fully Accelerates		N/A

*

TheIn the event of termination within one year from the date of grant, the number of options or RSUs that vest if employment is terminated within onefor the year from date of granttermination will be reduced to a proportion that reflects the portion of the year employed.




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Outstanding Equity Awards at Fiscal Year-End


        The following table showspresents information about outstanding stock option awards classified as "exercisable" and "unexercisable" as of December 31, 2007,2008, for the Chief Executive Officer,CEO, Chief Financial Officer, and the Named Executive OfficersNEOs, as well as restricted stock unitRSU awards that were not yet vested as of December 31, 2007.2008.

		Option Awards										Stock Awards								Option Awards															Stock Awards
Name (a)		Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)(2)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) (j)		Option Grant Date (1)(3)			Number of Securities Underlying Unexercised Options (#) Exercisable (b)			Number of Securities Underlying Unexercised Options (#) Unexercisable (c)			Option Exercise Price ($) (e)			Option Expiration Date (f)			Restricted Stock Grant Date (1)(4)			Number of Shares or Units of Stock That Have Not Vested (#) (g)			Market Value of Shares or Units of Stock That Have Not Vested ($) (h)(2)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)(1)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) (j)
Sheldon R. Erikson		— 200,000 50,000 — — 200,000		400,000 400,000 — 7,256 192,744 200,000	(3) (4) (5) (5) (6)	— — — — — —		44.01 26.93 13.86 13.78 13.78 18.28		2014 2013 2012 2012 2012 2012		— — — — — —		— — — — — —		80,306	(14)	3,865,128			11/10/05			200,000			—			18.28			2012			01/01/06			68,834			1,411,097
																					11/09/06			300,000			200,000			26.93			2013			01/01/07			55,428			1,136,274
																					11/15/07			133,334			266,666			44.01			2014			01/01/08			34,186			700,813
																					11/13/08			—			218,000			22.30			2015			11/13/08									25,500	(5)		522,750
Jack B. Moore																					11/22/04			41,368			—			12.58			2011			01/01/06			15,216			311,928
																					11/10/05			60,000			—			18.28			2012			01/01/07			18,248			374,084
																					11/09/06			166,668			83,332			26.93			2013			01/01/08			15,007			307,644
																					11/15/07			53,334			106,666			44.01			2014			11/13/08									30,000			615,000
																					11/13/08			—			255,000			22.30			2015
Franklin Myers		— 83,334 66,666 —		150,000 166,666 66,666 86,664	(7) (8) (6) (5)	— — — —		44.01 26.93 18.28 13.78		2014 2013 2012 2012		— — — —		— — — —		21,300		1,025,169			11/10/05			66,666			—			18.28			2012			01/01/06			18,258			374,289
Jack B. Moore		— 83,334 — 41,368		160,000 166,666 60,000 —	(9) (8) (6)	— — — —		44.01 26.93 18.28 12.58		2014 2013 2012 2011		— — — —		— — — —		17,752		854,404
																					11/09/06			83,334			83,332			26.93			2013			01/01/07			14,599			299,280
																					11/15/07			50,000			100,000			44.01			2014
Charles M. Sledge																					11/10/05			24,000			—			18.28			2012			01/01/06			7,536			154,488
																					11/09/06			26,666			26,666			26.93			2013			01/01/07			5,947			121,914
																					11/15/07			22,000			44,000			44.01			2014			01/01/08			4,501			92,271
																					11/13/08			—			100,000			22.30			2015			11/13/08									9,500			194,750
John D. Carne		— 2,100 66,668 120,000 34,700 1,316		140,000 — 133,332 60,000 — —	(10) (11) (6)	— — — — — —		44.01 40.89 26.93 18.28 12.58 10.73		2014 2013 2013 2012 2011 2010		— — — — — —		— — — — — —		15,214		732,250			11/12/03			1,316			—			10.73			2013			01/01/06			13,040			267,320
																					11/22/04			10,596			—			12.58			2011			01/01/07			11,354			232,757
																					11/10/05			155,000			—			18.28			2012			01/01/08			8,504			174,332
																					11/09/06			133,334			66,666			26.93			2013			11/13/08									12,000			246,000
																					08/31/07			2,100			—			40.89			2013
																					11/15/07			46,668			93,332			44.01			2014
																					11/13/08			—			120,000			22.30			2015
William C. Lemmer		— 50,000 — 34,700		112,000 100,000 40,000 —	(12) (13) (6)	— — — —		44.01 26.93 18.28 12.58		2014 2013 2012 2011		— — — —		— — — —		13,736		661,114			11/10/05			40,000			—			18.28			2012			01/01/06			11,774			241,367
																					11/09/06			100,000			50,000			26.93			2013			01/01/07			10,706			219,473
																					11/15/07			37,334			74,666			44.01			2014			01/01/08			7,803			159,962
																					11/13/08			—			95,000			22.30			2015			11/13/08									10,000			205,000
Robert J. Rajeski																					11/22/04			18,659			—			12.58			2011			01/01/06			10,868			222,794
																					11/10/05			66,666			—			18.28			2012			01/01/07			8,514			174,537
																					11/09/06			80,000			40,000			26.93			2013			01/01/08			6,803			139,462
																					11/15/07			23,334			46,666			44.01			2014			11/13/08									7,000			143,500
																					11/13/08			—			60,000			22.30			2015

(1)

For better understanding of this table, we have included additional columns showing the grant date of stock options and restricted stock units.



(2)

Based on the closing price of our common stock as of December 31, 2007 ($48.13),2008 of $20.50, as reported on the New York Stock Exchange.



(2)

Restricted Stock Units vest, or have previously vested, in increments of 12.5%, 12.5% and 75% on February 20, 2007, February 28, 2008, and February 28, 2009, respectively.



(3)

Options vest in three increments of 133,334 on November 15, 2008, 133,334 on November 15, 2009, and 133,332 on November 15, 2010.



(4)

Options vest in two equal increments of 200,000 on November 9, 2008, and November 9, 2009.



(5)

Options vest on March 10, 2008.



(6)

Options vest on November 10, 2008.



(7)

Options vest in three equal increments of 50,000 on November 15, 2008, November 15, 2009, and November 15, 2010.



(8)

Options vest in two increments of 83,334 on November 9, 2008 and 83,332 on November 9, 2009.




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(9)(3)

Options vest in three increments of 53,334 on November 15, 2008, 53,334 on November 15, 2009awarded prior to 2006 are fully vested. The option award for Mr. Carne dated 8/31/07 was granted pursuant to the Company's reload program and 53,332 on November 15, 2010.

vested immediately. The vesting schedules for the option awards are as follows:

		Grant Date		Vesting Schedule		Remaining Vesting Dates
		11/9/2006		331/3% vests each year for three years from date of grant		11/9/2009
		11/15/2007		331/3% vests each year for three years from date of grant		11/15/2009, 11/15/2010
		11/13/2008		331/3% vests each year for three years from date of grant		11/13/2009, 11/13/2010, 11/13/2011

(10)(4)

Options vest in three increments of 46,668 on November 15, 2008, 46,666 on November 15, 2009, and 46,666 on November 15, 2010.

The vesting schedules for restricted stock unit awards are as follows:

		Grant Date		Vesting Schedule		Remaining Vesting Dates
		1/1/2006		121/2%, 121/2%, 75% for three years from date of grant		2/28/2009
		1/1/2007		100% three years from date of grant		1/1/2010
		1/1/2008		100% three years from date of grant		1/1/2011
		11/13/2008		100% three years from date of grant		11/13/2011

(11)

Options vest in two equal increments of 66,666 on November 9, 2008 and November 9, 2009.



(12)

Options vest in three increments of 37,334 on November 15, 2008, 37,334 on November 15, 2009, and 37,332 on November 15, 2010.



(13)

Options vest in two equal increments of 50,000 on November 9, 2008, and November 9, 2009



(14)(5)

These awards would be subject to immediate distribution upon Mr. Erikson's retirement or otherwise leaving the Company pursuant to the terms of the grant agreement.


Option Exercises and Stock Vested


        The following table provides additional information about the value realized by the persons named in the Summary Compensation Table above on option exercises and stock award vesting during the year ended December 31, 2007.2008.

		Option Awards				Stock Awards				Option Awards						Stock Awards
Name (a)		Number of Shares Acquired on Exercise (#) (b)		Value Realized on Exercise ($) (c)		Number of Shares Acquired on Vesting (#) (d)		Value Realized on Vesting ($) (e)		Number of Shares Acquired on Exercise (#) (b)			Value Realized on Exercise ($) (c)			Number of Shares Acquired on Vesting (#) (d)			Value Realized on Vesting ($) (e)
Sheldon R. Erikson		1,044,016		26,101,699		11,474		325,403			550,000			13,297,947			11,472			516,011
Jack B. Moore											—			—			2,536			114,069
Franklin Myers		282,816		5,926,434		3,044		86,328			236,664			7,330,989			3,042			129,224
Jack B. Moore		95,982		2,628,167		2,536		71,921
Charles M. Sledge											72,842			2,060,075			1,256			53,355
John D. Carne		85,208		2,221,278		2,174		61,655			49,104			1,825,826			2,174			97,787
William C. Lemmer		93,684		1,756,918		1,964		55,699			34,700			1,471,974			1,962			88,251
Robert J. Rajeski											8,007			367,681			1,812			76,974




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Pension Benefits Table


        The following table discloses the years of credited service of, and the actuarial present value of the accumulated pension benefits as of December 31, 2007,2008, as well as pension payments during the last fiscal year to each of the Chief Executive Officer,Mr. Erikson, who was CEO through March 31, 2008, and was succeeded in this position by Mr. Moore; Mr. Myers, who was our Chief Financial Officer through March 31, 2008, and was succeeded in this position by Mr. Sledge, and the other Named Executive OfficersNEOs under our qualified plan and our unfunded excess plan.Excess Defined Benefit Plan.

Name (a)		Plan name (b)		Number of years credited service (c)			Present Value of Accumulated Benefit ($)(d)			Payments During Last Fiscal Year ($)(e)
Sheldon R. Erikson		Retirement Plan			N/A			0			198,130
		Excess Defined Benefit Plan			N/A			0			0
Jack B. Moore		Retirement Plan			N/A			0			118,641
		Excess Defined Benefit Plan			N/A			0			0
Franklin Myers		Retirement Plan			N/A			0			134,484
		Excess Defined Benefit Plan			N/A			0			0
Charles M. Sledge		Retirement Plan			N/A			0			65,696
		Excess Defined Benefit Plan			N/A			0			0
John D. Carne		Retirement Plan			N/A			0			69,154
		UK Retirement Plan1/			8			455,135			0
		Excess Defined Benefit Plan			N/A			0			0
William C. Lemmer		Retirement Plan			N/A			0			121,414
		Excess Defined Benefit Plan			N/A			0			0
Robert J. Rajeski		Retirement Plan			N/A			117,814			1,344
		Excess Defined Benefit Plan			N/A			0			0

^1/

Converted to US dollars from UK pounds as of 12/31/2008 using exchange rate of 1.44820.

        The amounts in column (e) for the Retirement Plan are equal to the lump sum amount paid to the NEO on November 1, 2008 as a result of the plan's termination except for Mr. Rajeski. He commenced an annuity from the Retirement Plan and has received a total of $1,343.92 in two monthly payments made in the form of 100% Joint & Survivor annuity with full cash refund.




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        In conjunction with the termination of the Retirement Plan, all benefits previously accrued under the Excess Defined Benefit Plan were transferred to the Nonqualified Deferred Compensation Plan and are included in the Aggregate Balance in the Nonqualified Deferred Compensation table. The following table shows the amounts transferred to the Nonqualified Deferred Compensation Plan on January 4, 2008. No benefits were accrued under the Excess Defined Benefit Plan during 2008.

Name (a)		Plan nameAmount Transferred (b)($)
Number of years credited service (c)					Present Value of Accumulated Benefit ($)(d)		Payments During Last Fiscal Year ($)(e)
	Sheldon R. Erikson		Retirement Plan Excess Defined Benefit Plan	1,182,365	13 13		190,115 1,182,364		0 0
Jack B. Moore	Franklin Myers		Retirement Plan Excess Defined Benefit Plan158,021		12 12		129,044 302,071		0 0
Franklin Myers	Jack B. Moore		Retirement Plan Excess Defined Benefit Plan302,071		8 8		113,841 158,021		0 0
Charles M. Sledge			70,073
John D. Carne		Retirement Plan UK Retirement Plan Excess Defined Benefit Plan		37 8 37		66,356 648,119 87,515	(1)	0 0 0
	William C. Lemmer		Retirement Plan Excess Defined Benefit Plan		8 8		116,503 166,180
0 0Robert J. Rajeski			139,330

(1)

This amount represents

        The following assumptions and methods were used to compute the present value of accumulated benefits for Mr. Carne's vested pension benefit as of December 31, 2007,Rajeski's remaining interest in the Cooper Cameron (UK) Limited Retirement Benefits Plan.

        Assumptions:Plan:

•

Measurement Date: December 31, 20072008



•

Interest Rate for Present Value: 5.00%5.08%



•

Interest Crediting Rate: 5.00%5.08%



•

Mortality (Pre Commencement): None



•

Mortality (Post Commencement): Not applicable (account balance payable as a lump sum)RP-2000 projected to 2009



•

Withdrawal and disability rates: None



•

Retirement rates: None prior to Age 65



•

Normal Retirement Age: Age 65



•

Accumulated benefit based on actual balances as of December 31, 2007

For more information on our valuation assumptions, see Note 7 to our consolidated financial statements for the fiscal year ended December 31, 2008, included in our Annual Report on Form 10-K forfiled with the years ended December 31, 2007 and 2006.SEC on February 25, 2009.




        Methods:

•

Account balances asTable of the measurement date were projected with interest to normal retirement age (age 65) at the assumed interest crediting rate of 5.00% and discounted back to the measurement date at 5.00%. If the current age is 65 or greater, then account balances as of the measurement dates are shown. Grandfathered balances were not considered in determining values attributable to the Retirement Plan as they are only applicable for annuity forms of payment.

Benefits are computed using total wages, including base salary, bonus and non-equity incentive plan compensation, but excluding items such as severance pay and expense reimbursement. Benefits provided under the retirement plan are based on compensation up to a compensation limit under the Internal Revenue Code (which was $225,000 in 2007). For employees with compensation in excess of $225,000, benefits are provided under the Excess DB Plan in excess of the compensation limit under the IRS Code. In addition, benefits provided under the Retirement Plan may not exceed a benefit limit under the IRC (which in 2007 was $180,000 payable as a single life annuity beginning at normal retirement age). The benefits under the retirement plan are based on a cash balance formula whereby the balance is increased each year by interest and salary credits. The salary credit is 3% of the executive's annual compensation up to the Social Security Wage Base and 6% for compensation over the Wage Base; Interest credits are based on the change in the Consumer Price Index plus 2.50%.

        If the participant continues to work with the Company until at least age 55 with 5 years of service, the account balances of both plans are payable immediately upon termination. If the participant terminates employment prior to attaining age 55, the benefit may not commence prior to age 55 and the account balances will grow with interest credits until commencement. The account balances are payable as a lump sum or an equivalent annuity once a participant meets eligibility for early retirement. Effectively, the annuity is actuarially reduced for early retirement. The benefit formula for early retirement is the same as the benefit formula for normal retirement. At year end 2007, Messrs. Erikson, Carne and Lemmer had attained eligibility for immediate retirement, but Messrs. Myers and Moore were not eligible for immediate retirement. The account balances are payable as a lump sum or an equivalent annuity once a participant meets eligibility for early retirement (age 55 with 5 years of service).

        The foregoing summarizes the retirement plan and Excess DB Plan as in effect through December 31, 2007. As discussed on page 22, these plans are in the process of being terminated and accruals under both plans ceased on December 31, 2007.Contents


Nonqualified Deferred Compensation


        The following table discloses contributions, earnings, withdrawals or distributions and balances of each of the Chief Executive Officer,CEO, Chief Financial Officer and the other Named Executive OfficersNEOs under our unfunded non-qualified ERISA-excess defined contribution plan.Nonqualified Deferred Compensation Plan during 2008. Certain of the amounts set out in this table are included in payments reported in the Summary Compensation Table.

Name (a)		Executive Contributions in Last Fiscal Year ($) (b)		Registrant Contributions in Last Fiscal Year ($) (c)		Aggregate Earnings in Last Fiscal Year ($)(d)		Aggregate Withdrawals/ Distributions ($)(e)		Aggregate Balance at December 31, 2007 ($)(f)			Executive Contributions in Last Fiscal Year ($)(b)			Registrant Contributions in Last Fiscal Year ($)1/(c)			Aggregate Earnings in Last Fiscal Year ($)(d)			Aggregate Withdrawals/ Distributions ($)(e)			Aggregate Balance at December 31, 2008 ($)(f)2/
Sheldon R. Erikson		189,921		142,441		77,406		0		1,787,671				204,380			282,022			(1,248,835	)		0			2,023,675
Jack B. Moore														48,061			83,605			(132,134	)		0			394,435
Franklin Myers		91,003		41,507		22,423		0		535,089				79,950			76,079			(157,149	)		0			786,919
Jack B. Moore		8,584		3,863		12,513		0		284,943
Charles M. Sledge														20,153			32,603			(84,842	)		0			149,602
John D. Carne		62,845		28,891		16,922		0		405,237				37,785			53,158			(129,462	)		0			419,549
William C. Lemmer		90,887		28,955		30,651		0		705,177				58,497			52,242			(346,031	)		0			602,407
Robert Rajeski														51,894			31,278			(382,589	)		0			366,704

^1/

These amounts are composed of Retirement Contributions and Match Contributions earned under the Nonqualified Deferred Compensation Plan during 2008:

		Company Retirement Contributions to NQ DC Plan ($)			Company Match Contributions to NQ DC Plan ($)
Sheldon R. Erikson			98,095			183,927
Jack B. Moore			35,544			48,061
Franklin Myers			26,959			49,120
Charles M. Sledge			12,449			20,154
John D. Carne			18,475			34,683
William C. Lemmer			18,584			33,658
Robert J. Rajeski			11,464			19,814




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^2/

The Aggregate Balance includes the value of previously accrued benefits under the Excess Defined Benefit Plan that were transferred to the Nonqualified Deferred Compensation Plan on January 4, 2008 as follows:

Name		Amount Transferred ($)
Sheldon R. Erikson			1,182,364
Jack B. Moore			158,021
Franklin Myers			302,071
Charles M. Sledge			70,073
John D. Carne			87,515
William C. Lemmer			166,180
Robert J. Rajeski			139,330


Potential Payments Upon Termination or Change in Control


        As discussed in the Compensation Discussion and Analysis, we have a number of plans and agreements that provide benefits at termination to our executive officers, including our NEOs, that are in addition to those provided to our other salaried employees. The following describes potential payments that would be made to our NEOs under our plans and arrangements in the event of termination or a change in control.

Resignation or Retirement

        Our executive officers, as well as our more highly compensated employees, will be entitled to payment of their account balances under both our 401(k) Plan, as well as our nonqualified plans, the Nonqualified Deferred Compensation Plan and Excess DC Plan, following termination for any reason. These plans are more fully described in the discussion of "Retirement Benefits" on pages 23-24 of this Proxy Statement and the balances of the NEOs in our nonqualified plans are set out in the "Nonqualified Deferred Compensation" table on page 36. Our executive officers, as well as any other employees with an outstanding award under our 2005 Equity Incentive Plan, if 60 years of age or older, are entitled following termination for any reason other than cause, or unless they violate the one-year non-compete provision in our award agreements, to continued vesting of RSUs and performance awards and to an extended exercisability period for stock options, and, if 65 years of age or older, to continued vesting of stock options as well as RSUs and performance awards and to exercisability during the full life of their stock options. This plan is described in detail in "Long Term Incentives" of the Compensation Discussion and Analysis beginning on page 22.

        We do not have a supplemental executive retirement plan, or SERP, nor do we provide any continuing perquisite or health care benefits.




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Payments Under Executive Severance Policy

        As discussed in the Compensation Discussion and Analysis, we have an Executive Severance Policy under which all of the Named Executive Officers,NEOs, other than Mr. Myers, would be entitled to benefits ifwere they areto be terminated by the Company for reasons other than cause, death, disability or retirement, and we also have an employment contract with Mr. Myers and change in control agreements with Messrs. Moore, Carne and Lemmer.

Payments Under Executive Severance Plan

        Theseretirement. The following are the payments that would be made to the Named Executive OfficersNEOs if their employment hadwere to be involuntarily terminated during 2009.

Name		Salary Continuation ($)			Benefits Continuation ($)			Total ($)
Sheldon R. Erikson(1)			0			0			0
Jack B. Moore			900,000			38,728			938,728
Charles M. Sledge			450,000			38,250			488,250
John D. Carne			540,000			29,300			569,300
William C. Lemmer			420,000			30,570			450,570
Robert J. Rajeski			350,000			28,550			378,550

(1)

Mr. Erikson will no longer to be eligible for the benefits provided by the Policy on December 31, 2007.May 1, 2009, when he ceases to be an employee of the Company.

Payment Upon Change In Control With Continued Employment

Name			Salary Continuation ($)		Benefits Continuation ($)		Total ($)
	Sheldon R. Erikson		1,025,000		16,119		1,041,119
	Jack B. Moore(1)		800,000		9,798		809,798
	John D. Carne(1)		500,000		10,030		510,030
	William C. Lemmer		390,000		3,171		393,171

        In the event of a change in control that did not result in termination, all recipients of awards under our long-term incentive plan, which includes our NEOs, would be entitled to accelerated vesting of stock options, restricted stock units and restricted cash pursuant to the terms of their award agreements. The definition of change in control in the award agreements is the same as the definition of change in control in our change-in-control agreements, a discussion of which can be found in the next section on page 39, except that a change in control resulting from a merger or consolidation as defined in part (iii) of the definition does not occur unless the Company's stockholders own less than 50%, of the outstanding voting securities of the surviving or resulting corporation or entity.

        The following table sets out the value of this acceleration that would occur in the event of a change in control under the terms of our long-term incentive awards.

		Vesting of Outstanding Awards
Name		Stock Options(1)			Restricted Share Units(2)			Total(1)
Sheldon R. Erikson		$	0		$	3,770,934		$	3,770,934
Jack B. Moore		$	0		$	1,608,656		$	1,608,656
Franklin Myers		$	0		$	673,569		$	673,569
Charles M. Sledge		$	0		$	563,422		$	563,422
John D. Carne		$	0		$	920,409		$	920,409
William C. Lemmer		$	0		$	825,802		$	825,802
Robert J. Rajeski		$	0		$	680,293		$	680,293

(1)

The amountsvalue of these awards shown inis their intrinsic value, which is the table areregular in-the-money value, of unvested awards based on our December 31, 2008, closing share price.



(2)

The value of these awards shown is their face value, which is the assumption severance occurs after the effective datecurrent fair market value, of the April 1,unvested restricted stock units, based on our December 31, 2008, salary increases for Messrs. Moore and Carne.closing share price.




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Payments Upon Termination In Conjunction With Change in Control

        As discussed in the Compensation Discussion and Analysis, we have change-in-control agreements with Messrs. Moore, Sledge, Carne, Lemmer, and Rajeski, as well as with seven other executive officers. The change-in-control agreements entitle the executive, if the executive is discharged without cause"cause" or resigns for good reason"good reason" in conjunction with or within two years of a "change in control,"change-in-control," to a payment equal to three timestimes: (i) base salary; (ii) the higher of the officer's target annual bonusincentive award for the year of termination or highest bonussuch award earned by the officer during any of the past three years; and (iii) the value of annual benefits and perquisites. It also entitles the executive to accelerated vesting of options granted under the Company's long-term incentive plans and, in the event of a tender offer, the right to tender his or her shares of Common Stock to the Company, including those acquired by the exercise of stock options following an accelerated vesting, in proportion to the total number of shares actually tendered and at the tender offer price or fair market value of any exchangeexchanged security. This agreement also provides that if any payments made under the agreement would cause the executive to be subject to an excise tax because the payment is a "parachute payment" (as defined in the Internal Revenue Code), then the Company will pay the executive an excise tax premium in a sufficient amount to make the executive whole with respect to any additional tax that would not have been payable but for the excise tax provision. The Company provides a "tax gross-up" because it determined the appropriateness of the amount of the severance payment to be received by the terminated executive net of any special or additional excise taxes.

        "Cause" means (i) a conviction by a court of competent jurisdiction, from which no further appeal can be taken, of a felony-grade crime involving moral turpitude, or (ii) a willful failure to perform substantially one's duties with the Company (other than a failure due to physical or mental illness) which is materially and demonstrably injurious to the Company. No act or failure to act on anyone's part shall be considered "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company.

        "Good Reason" for termination includes any of the following events which occur without his or herthe executive officer's consent: a change in status, title(s) or position(s) as an officer of the Company that is not a promotion; a reduction in base salary; termination of participation in an ongoing compensation plan; relocation; failure of a successor of the Company to assume the objectives under the agreement; termination by the Company other than for cause; prohibition from engaging in outside activities permitted by the agreement; or any continuing material default by the Company in the performance of its obligations under the agreement, aagreement.

        A "change in control" of the Company will occur, for purposes of this agreement, if (i) any person is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's outstanding voting securities, other than through the purchase of voting securities directly from the Company through a private placement; (ii) the current members of the Board, or subsequent members approved by two-thirds of the current members, no longer comprise a majority of the Board; (iii) the Company is merged or consolidated with another corporation or entity and the Company's stockholders own less than 70% of the outstanding voting securities of the surviving or resulting corporation or entity;






(iv) the Company is merged or consolidated with another corporation or entity and the consideration paid is part or all cash equivalent in value equal to 31% or more of the outstanding voting securities of the Company; (v) a tender offer or exchange offer is made and consummated by a person other than the Company for the ownership of 20% or more of the Company's voting securities; or (vi) there has been a disposition of all or substantially all of the Company's assets.




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Payments Upon Termination In Connection With a Change In Control


        The following table sets out the payments that would be made in the event any of the Named Executive Officers wereNEOs had been terminated on December 31, 2007,2008, as a result of a change in control of the Company for reasons other than cause, death, disability or retirement or if the officer terminated for "good reason". While Mr. Myers had an employment contract on December 31, 2007 that provided for benefits upon a change in control, that contract terminated as of March 31, 2008, and has been replaced by one which makes no provision for any payments upon a change in control. A description of his new contract can be found under the discussion of employment contracts beginning on page 23 hereof.reason."


Payments Upon Termination In Connection With Change In Control


					Accelerated Vesting of Outstanding Awards
Name			Cash Severance Payment		Stock Options(2) ($)		Restricted Stock Units(3) ($)		Cash(4) ($)		Excise Tax Gross-Up Payment(5) ($)		Total ($)
	Sheldon R. Erikson		- -0-	(1)	- -0-		- -0-		933,972		- -0-		933,972
	Franklin Myers		3,110,622		-0-		-0-		247,611		-0-		3,358,233
	Jack B. Moore		3,330,385		5,983,496		1,685,776		172,293		-0-		11,171,950
	John D. Carne		2,450,600		5,194,429		1,433,484		143,354		1,457,449		10,679,316
	William C. Lemmer		2,201,217		3,775,415		1,352,287		162,902		-0-		7,491,821

								Accelerated Vesting of Outstanding Awards
Name(1)		Cash Severance Payment			Benefits/ Perquisites			Stock Options(2)			Restricted Share Units(3)			Excise Tax Gross-Up Payment(4)			Total
Jack B. Moore		$	4,387,500		$	116,184		$	0		$	1,608,656		$	0		$	6,112,340
Charles M. Sledge		$	1,974,000		$	114,750		$	0		$	563,422		$	0		$	2,652,172
John D. Carne		$	2,808,000		$	87,900		$	0		$	920,409		$	0		$	3,816,309
William C. Lemmer		$	2,235,000		$	91,710		$	0		$	825,802		$	0		$	3,152,512
Robert J. Rajeski		$	1,997,481		$	85,650		$	0		$	680,293		$	0		$	2,763,424

(1)

InMessrs. Erikson and Myers would receive no payments or potential payments in the event of a change-in-control other than, with respect to Mr. Erikson, is terminated in connection with a change in control he would be entitled to no payments under a change in control agreement but he would be entitled to payments under our Executive Severance Program. See the Payments Under Executive Severance Plan table on page 33.Policy and accelerated vesting of long-term incentive awards and, with respect to Mr. Myers, acceleration of awards.



(2)

IntrinsicThe value of these awards shown is their intrinsic value, which is the regular in-the-money value, of unvested options,awards based on aour December 31, 2007,2008, closing share price.



(3)

FaceThe value of these awards shown is their face value which is the current fair market value, of unvested restricted stock units based on aour December 31, 2007,2008, closing share price.



(4)

Value of unpaid restricted cash. These performance-based awards were earned in 2005, and were payable in equal annual installments for three years beginning in 2006. The last payment was made on February 22, 2008.



(5)

These amounts are basedBased on what the excise tax gross-up would have been had the payments upon change in control been calculated as of December 31, 2007, under2008, and based on the assumptions outlined below.below, no excise tax gross-up payments would have been made.

Assumptions:

1.

Change in control assumed to have occurred on December 31, 2007.2008.



2.

All executives terminated on change in control date.



3.

Share price on date of change in control equal to the December 31, 2007,2008, closing price of $48.13.$20.50.






4.

Base amount calculations based on taxable income for years 20022003 - 20062007 and annualized for the year in which the executive commenced employment or was first subject to USU.S. income tax.



5.

All executives subject to maximum federal (35%), Medicare (1.45%) and excise taxes (20%) for a total effective tax rate of 56.45%.



6.

Performance RSUs granted on 1/1/2008 assumed to have been earned for 2008 service prior to termination, but still subject to time-based vesting conditions as of termination date.



7.

All unvested stock options and RSUs vested upon change in control.



7.

All unpaid restricted cash paid out upon change in control.



8.

Parachute value attributable to unvested stock options for calculation of excise tax gross-up calculated using a Black-Scholes model with the following inputs:



(a)

actual exercise price of each option



(b)

year-end closing price of $48.13$20.50 per share



(c)

volatility of 31.2% (used for option grants made in November 2007)36.8%





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(d)

expected term of 2.63.3 years (used for option grants made in November 2007)



(e)

risk-free interest rate of 3.4% (used for option grants made in November 2007)1.7%



(f)

expected dividend yield of 0.0%.



9.

Any bonuses paid for 20072008 performance are considered to have been earned for services rendered, and not considered parachute payments for calculation of an excise tax gross-up.



10.

Salary for purposes of severance calculation assumed to be equal to annual rates effective as of December 31, 2008.


Payment Upon Change In Control With Continued Employment


        In the event of a change in control that did not result in termination, executive officers, including the Named Executive Officers, would be entitled to accelerated vesting of stock options, restricted stock units and restricted cash. For Messrs. Moore, Carne and Lemmer, and 5 other executive officers, acceleration would result pursuant to the terms of their change in control agreements. Mr. Myers would have been entitled to accelerated vesting of options and RSUs on December 31, 2007 under the terms of his then existing employment contract, and Mr. Erikson under the terms of the grant agreements that are the same for all recipients. The definition of change in control for Messrs. Moore, Carne and Lemmer is in their change in control agreements described above, and for Mr. Myers in his employment contract, and for Mr. Erikson in his grant agreement, and is the same as the definition of change in control in the change of control agreements except that a change in control resulting from a merger or consolidation as defined in part (iii) of the definition does not occur unless the Company's stockholders own less than 20% for Mr. Myers, and 50%, for Mr. Erikson, of the outstanding voting securities of the surviving or resulting corporation or entity. The value of this acceleration would be the same amounts as those shown under "Accelerated Vesting of Outstanding Awards" in the table above.

Compensation Committee Report

        We have reviewed and discussed with management the Compensation Discussion and Analysis to be included in the Company's 2008 Stockholder Meeting Schedule 14A Proxy Statement, filed pursuant to Section 14(a) of the Securities Exchange Act of 1934. Based on these reviews and discussions, we recommend to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in this, the Company's Proxy Statement.

Compensation Committee, Peter J. Fluor Nathan M. Avery C. Baker Cunningham




AUDIT-RELATED MATTERS —————


Report of the Audit Committee


        The Audit Committee of the Board of Directors is composed of threefour directors, independent and otherwise qualified, as required by the New York Stock Exchange, and operates under a written charter approved by the Board. Its Charter is attached as Appendix C to this Proxy Statement and is available for review on our website.

        Management is responsible for the adequacy of the Company's financial statements, internal controls and financial reporting processes. The independent registered public accountants are responsible for: (1) performing an independent audit of the Company's consolidated financial statements and expressing an opinion as to whether those financial statements fairly present the financial position, results of operations and cash flows of the Company in accordance with generally accepted auditing standards and (2) expressing their opinion as to the effectiveness of the Company's internal control over financial reporting. The Audit Committee is responsible for monitoring and overseeing these processes and otherwise assisting the directors in fulfilling their responsibilities relating to corporate accounting and reporting practices andas to the reliability of the financial reports of the Company. The functions of the Audit Committee are focused primarily on four areas:

•

The quality and integrity of the Company's financial statements,



•

The scope and adequacy of the Company's internal controls and financial reporting processes,



•

The independence and performance of both the Company's internal auditors and of its independent registered public accountants, and



•

The Company's compliance with legal and regulatory requirements related to the filing and disclosure of the quarterly and annual financial statements of the Company.

        The principal functions of the Audit Committee include:

•

Selecting the independent registered public accountants, and approving the scope, timing and fees of the annual audit as well as approving, in advance, any non-audit services to be provided by the independent registered public accountants;



•

Reviewing the scope and adequacy of the internal audit function, plans and significant findings;



•

Meeting with management and with the independent registered public accountants to review the scope, procedures and results of the audit, the appropriateness of accounting principles and disclosure practices, and the adequacy of the Company's financial and auditing personnel and resources;



•

Meeting with management and the internal auditors and independent registered public accountants to review the Company's internal controls, including computerized information systems controls and security;





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•

Reviewing the Company's financial statements and earnings releases prior to filing;



•

Reviewing significant changes in accounting standards and legal and regulatory matters that may impact the financial statements;



•

Overseeing the Company's compliance policies and programs, and meeting with management to review their adequacy and effectiveness.effectiveness; and



•

Conferring independently with the internal auditors and the independent registered public accountants in carrying out these functions.




        To be in a position to accept the Company's 20072008 consolidated financial statements, the Audit Committee took a number of steps:

•

Approved the scope of the Company's internal and independent audits;



•

Met with the internal auditors and independent registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls and the overall quality of the Company's financial reporting;



•

Reviewed the audited financial statements with management, including a discussion of the quality, not just the acceptability, of the Company's accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements, and received management's representation that the Company's financial statements were prepared in accordance with generally accepted accounting principles;



•

Discussed with Ernst & Young LLPour independent registered public accountants the matters required to be discussed by Statement on Auditing Standards No. 61, including their judgments as to the quality, not just the acceptability, of the Company's accounting principles, estimates and financial statements and such other matters as are required to be discussed with the Committee under auditing standards generally accepted in the United States; and



•

Discussed with Ernst & Young LLPour independent registered public accountants their independence from management and the Company, including the matters in the written disclosures required by applicable requirements of the Independence StandardsPublic Company Accounting Oversight Board, Standard No. 1, and considered the compatibility of non-audit services with the auditors' independence.

        Based on the Audit Committee's discussions with management, the director of internal audit and Ernst & Young LLP,our independent registered public accountants, and the Committee's review of the representations of management and reports of Ernst & Young LLPour independent registered public accountants to the Audit Committee, the Audit Committee approved the inclusion of the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2007,2008, filed with the Securities and Exchange Commission.

		AUDIT COMMITTEE, Michael E. Patrick, Chairman Douglas L. Foshee David Ross III Bruce W. Wilkinson


Audit Committee Financial Experts


        Our Board has determined that all threefour of the members of our Audit Committee, Messrs. Foshee, Patrick, Ross and Wilkinson, are "audit committee financial experts" as that term is used in SEC regulations.




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Principal Accounting Firm Fees


        The following table sets forth the U.S. dollar equivalent fees billed or to be billed by the Company's principal accounting firm, Ernst & Young LLP, for services rendered for the years ended December 31, 20072008 and 2006.2007.

				Year Ended December 31
				2007 ($)		2006 ($)
	Audit Fees(1)			3,144,647		3,456,800
	Audit-Related Fees:
		Due diligence services		—		266,200
		Benefit plan audits		32,300		39,600
		Accounting consultations		71,400		37,100
		Other		—		1,000
				103,700		343,900
	Tax Fees:
		Tax compliance, consulting and advisory services		118,600		202,400
	All Other Fees:
		Other permitted advisory services		—		1,000
	Total			3,366,947		4,004,100

			Year Ended December 31
			2008 ($)			2007 ($)
Audit Fees(1)				3,504,478			3,144,647
Audit-Related Fees:
	Benefit plan audits			47,800			32,300
	Accounting consultations			—			71,400
				47,800			103,700
Tax Fees:
	Tax compliance, consulting and advisory services			284,000			118,600
All Other Fees:
	Other permitted advisory services			—			—
	Total			3,836,278			3,366,947

(1)

Included within Audit Fees are services for the Company's annual audit and internal control audit, quarterly reviews, filings of various registration statements and international statutory audits required by various government authorities.

        The Audit Committee performs an annual review and approves the scope of services and proposed fees of the Company's principal accounting firm. Any projects not specifically included in this approval will be reviewed and approved in advance by the Chairman of the Audit Committee and will be reviewed by the full Audit Committee at the next regularly scheduled meeting.

        The Audit Committee also considered whether the provision of services, other than audit services, is compatible with maintaining the accounting firm's independence.


Pre-approval Policies and Procedures


        An Audit Committee policy requires advance approval of all audits, audit-related, tax and other services performed by the independent registered public accountant. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accountant is engaged to perform it. The Audit Committee has delegated to the Chairman of the Audit Committee authority to approve permitted services, provided that the Chairman reports any such decisions to the Audit Committee at its next scheduled meeting.




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SECURITY OWNERSHIP OF MANAGEMENT                                    


        The following table sets forth, as of February 20, 2008,6, 2009, unless otherwise noted, the number of shares of Common Stock beneficially owned (as defined by the Securities and Exchange Commission) by each current director and nominee for director, by each executive officer named in the Summary Compensation Table included herein who is not also a director, and by all directors, director nominees, and executive officers as a group.

Directors		Number of Shares of Common Stock Owned		Number of Shares That May Be Acquired By Options Exercisable Within 60 Days(1)		Percent of Class		Number of Shares of Common Stock Owned			Number of Shares That May Be Acquired By Options Exercisable Within 60 Days(1)			Percent of Class
Nathan M. Avery		24,000		0		*			20,658			0			*
C. Baker Cunningham		78,184		24,000		*			82,842			0			*
Sheldon R. Erikson									2,460,658	(2)		633,334			1.4
Peter J. Fluor		24,000		24,000		*			29,963			24,000			*
Sheldon R. Erikson		2,599,713	(2)	450,000		1.4
Douglas L. Foshee									3,764			0			*
Jack B. Moore		127,978	(2)	124,702		*			175,555	(2)		321,370			*
Michael E. Patrick		36,800		48,000		*			41,458			0			*
David Ross III		56,000		0		*			40,658			0			*
Bruce W. Wilkinson		58,000		48,000		*			54,658			24,000			*
Executive Officers Named in the Summary Compensation Table Other Than Those Listed Above:
Franklin Myers		131,700		236,664		*			152,750			200,000			*
Charles M. Sledge									52,081	(2)		72,666			*
John Carne		51,016	(2)	222,684		*			75,194	(2)		346,914			*
William C. Lemmer		72,755	(2)	84,700		*			92,942	(2)		177,334			*
All directors and executive officers as a group (16 persons including those named above)		3,394,635		1,507,170		2.25
Robert J. Rajeski									105,382	(2)		188,659			*
All directors and executive officers as a group (18 persons including those named above)									3,461,637	(2)		2,118,609			2.6

*

Indicates ownership of less than one percent of Common Stock outstanding.



(1)

As defined by the SEC, securities beneficially owned include securities that the above persons have the right to acquire at any time within 60 days after February 20, 2008.6, 2009.



(2)

Includes shares held in the Company's Retirement Savings Plan as of December 31, 2007.2008.


APPROVAL OF AN AMENDMENT TO THE 2005 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES UNDER THE PLAN — Proposal Number 2 on the Proxy Card —————


        At the 2005 Annual Meeting, the stockholders approved the 2005 Equity Incentive Plan (the "Plan" or "Equity Incentive Plan") and at the 2006 Annual Meeting, the stockholders approved an amendment to increase the authorized shares available under the Equity Incentive Plan.

        As of December 31, 2008, there were 1,097,187 shares remaining available for future grants under the Plan. Grants of RSUs were made to 371 key employees on January 1, 2009, changing the remaining available for future grants under the Plan to 144,472. The Compensation Committee and the Board itself consider this number to be entirely inadequate going forward to achieve the stated purpose of the Equity




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Incentive Plan; namely, to promote the long-term financial interests of the Company by: encouraging directors, officers and employees of the Company to acquire an ownership position in the Company; enhancing the ability of the Company to attract and retain directors, officers and key employees of outstanding ability; and providing directors, officers and key employees with an interest in the Company aligned with that of the Company.

        The Board has approved, and stockholders are being asked to approve, an Amendment to the Equity Incentive Plan, the text of which is provided as Appendix A to this Proxy Statement, which would increase by 8,000,000 the number of authorized shares available under the Plan. This increase would result in 9,097,187, as of December 31, 2008, and 8,144,472, as of January 1, 2009, shares being available for future grants, including the number of shares remaining available following the RSU grants on January 1, 2009.

        The Equity Incentive Plan provides for long-term compensation and incentive opportunities for directors, executives and key employees of the Company and its subsidiaries. The Board believes that the future success of the Company is dependent upon the quality and continuity of management, and that compensation programs such as stock options and restricted and deferred stock grants are important in attracting and retaining individuals of superior ability and in motivating their efforts on behalf of the Company.

        As of January 1, 2009, grants of RSUs have been made to 692 officers and other key employees; grants of deferred stock units have been made to seven directors; and grants of options have been made to 74 officers and other key employees under the 2005 Equity Incentive Plan. Also, there were 9,508,629 shares reserved for issuance upon the vesting of RSU grants, the expiration of the deferral period of the deferred stock units, and the exercise of existing option grants.

    Description of the Plan

        The following summary describes briefly the principal features of the 2005 Equity Incentive Plan, and is qualified in its entirety by reference to the full text of the Plan, which is provided as Appendix B to this Proxy Statement.

    General Terms

        The purpose of the 2005 Equity Incentive Plan is to promote the long-term financial interests of the Company, including its growth and performance, by encouraging directors, officers and key employees of the Company and its subsidiaries and divisions to acquire an ownership position in the Company, by enhancing the ability of the Company to attract and retain directors, officers and key employees of outstanding ability, and by providing directors, officers and key employees with an interest in the Company aligned with that of the Company's stockholders. No participant may be granted Options or Stock Appreciation Rights ("SARs") during any calendar year with respect to more than 1,500,000 shares, Restricted Stock and/or other Stock Unit Awards that are denominated in shares in any calendar year with respect to more than 1,500,000 shares, or performance awards payable to any participant in any calendar year valued at more than $5,000,000. It is not possible to determine at this time the number of shares of Common Stock covered by options that may be granted in the future under the Plan to any employee.

    Administration

        The 2005 Equity Incentive Plan is administered by the Compensation Committee, which is and will be composed of independent directors of the Company. Subject to the provisions of the Plan, the Committee has the authority to select the participants who will receive the awards, to determine the type and terms of the awards to be granted, and to interpret and administer the Plan. The Compensation Committee may delegate to the Company's CEO the responsibility for the foregoing for non-director or non-officer grants to the extent any such delegation is not inconsistent with applicable laws or regulations.




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    Eligibility for Participation

        Employees and non-employee directors of the Company, its subsidiaries, groups and divisions are eligible to receive awards under the 2005 Equity Incentive Plan.

    Term of the Plan

        The 2005 Equity Incentive Plan will terminate on May 5, 2015, after which time no additional awards may be made or options granted under the Plan.

    Shares Available for Issuance

        A total of 144,472 shares are available for future grants under the Equity Incentive Plan as of January 1, 2009. The shares are in a "fungible pool." Shares subject to Options or SARs are counted against this limit as one (1) share for every one (1) share granted, and any shares subject to any other type of award are counted against this limit as one and fifty-nine hundredths (1.59) shares for every one (1) share granted. If an award under the Equity Incentive Plan is forfeited, expires or otherwise terminates without issuance of shares, or is settled in cash, the remaining shares which were subject to the award shall again be available for grant under the Equity Incentive Plan. The shares that become available again for grant are added back as one (1) share for every one (1) share granted as an Option or SAR, and one and fifty-nine hundreths (1.59) shares for every one (1) share granted for any other type of award. The following shares will not be available for future grant under the Equity Incentive Plan: shares tendered or withheld to pay the exercise price of an option, shares tendered or withheld to satisfy tax withholding obligations with respect to an award under the Plan, shares repurchased by the Company with option proceeds and shares subject to an SAR that are not issued in connection with the stock settlement of an SAR.

    Types of Awards

        The 2005 Equity Incentive Plan permits the granting of any or all of the following types of awards ("Awards"): (i) stock options, including incentive stock options; (ii) SARs; (iii) performance awards; (iv) restricted stock; and (v) other stock-based awards in the form of share units, such as RSUs and deferred stock units. It also permits the granting of performance units payable only in cash.

    Stock Options and SARs

        Options granted under the 2005 Equity Incentive Plan may be either incentive stock options or non-qualified stock options, or a combination thereof.

        An option is exercisable in whole or in such installments and at such times and upon such terms as may be determined by the Compensation Committee; provided, however, that no stock option is exercisable more than seven years after the date of grant. The option exercise price may not be less than the "fair market value" on the date of the stock option's grant. The fair market value is the per share closing price of Common Stock on the applicable date, and if not a trading date, the closing price for the preceding day on which sales of Common Stock were made. Upon exercise, a participant may pay the option exercise price of a stock option in cash (or equivalents), shares of Common Stock, SARs or a combination of the foregoing, or such other consideration as the Compensation Committee may deem appropriate.

        Awards may be granted in the form of SARs. SARs entitle the recipient to receive a payment, in cash or shares of Common Stock or a combination of both, equal to the appreciation in market value of a stated number of shares of Common Stock from the price stated in the award agreement to the fair market value on the date of exercise or surrender. The price stated in the award agreement may not be less than the fair market value on the date of the SARs grant, except that if an SAR is granted retroactively in tandem with




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or in substitution for a stock option, the designated fair market value set forth in the award agreement will not be less than the fair market value of the share for such tandem or replaced stock option. An SAR may be granted in tandem with all or a portion of a related stock option under the Plan ("Tandem SARs"), or may be granted separately ("Freestanding SARs"). A Tandem SAR may be granted either at the time of the grant of the related stock option or at any time thereafter during the term of the stock option. A Tandem SAR is exercisable to the extent, and only to the extent, that the related stock option is exercisable. Upon exercise of a Tandem SAR as to some or all of the shares covered in an Award, the related stock option will be cancelled automatically to the extent of the number of SARs exercised, and such shares will not thereafter be eligible for grant.

    Performance Awards

        Awards may be granted in the form of shares of Common Stock that are earned only after the attainment of predetermined performance goals during a performance period as established by the Compensation Committee ("Performance Shares") or in the form of performance awards payable in cash ("Performance Units"). The Compensation Committee may grant an Award of Performance Shares or Performance Units to participants as of the first day of each performance period. A performance target will be established at the beginning of each performance period. No performance period may be shorter than one year or longer than five years. At the end of the performance period, the Performance Shares or Performance Units, as the case may be, will be converted into Common Stock (or cash or a combination of Common Stock and cash, as determined by the award agreement) and distributed to participants based upon such entitlement.

        Performance criteria intended to qualify under Section 162 (m) of the Internal Revenue Code used in performance goals governing Performance Share and Performance Unit Awards to executive officers may include any or all of the following: revenue growth; booking of orders; earnings, or some derivative thereof such as earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (EBITDA), or earnings per share; operating income; pre- or after-tax income; cash flow; net earnings; return on equity (ROE); return on capital (including return on total capital or return on invested capital); return on assets or net assets; economic value added (EVA) (or an equivalent metric); share price performance; total shareholder return; improvement in or attainment of expense levels; and improvement in or attainment of working capital levels. Performance goals may be established on a corporate-wide basis with respect to one or more business units, groups, divisions, product lines or subsidiaries; and in either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple companies. The performance goals established by the Compensation Committee for each Performance Share Award or Performance Unit Award will specify achievement targets with respect to each applicable performance criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). No Executive Officer may receive a Performance Share or Performance Unit payment with respect to any calendar year which exceeds 1,500,000 shares of Common Stock or $5,000,000 of cash-based Performance Shares.

        The Performance Share or Performance Unit payment with respect to any calendar year, which is partially or wholly included in the performance period, will be deemed to be a prorated portion of the Performance Share or Performance Unit payment with respect to the complete performance period. If two or more performance periods run concurrently during any calendar year, the Performance Share or Performance Unit payment with respect to such calendar year will be deemed to be the aggregate of the allocable Performance Share payments with respect to each such performance period.




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    Restricted Stock

        Awards may be granted in the form of restricted stock ("Restricted Stock Award"). Restricted Stock Awards may be awarded in such numbers and at such times as the Compensation Committee may determine. Restricted Stock Awards will be subject to such terms, conditions or restrictions as the Compensation Committee deems appropriate, including, but not limited to, restrictions on transferability, requirements of continued employment, individual performance or the financial performance of the Company. No restriction may be waived without good reason, which would include, but not be limited to, a Change of Control, death or retirement at age 65 or older. The period of vesting and the forfeiture restrictions will be established by the Compensation Committee at the time of grant; however, no Restricted Stock Award fully vests in less than three years, except as the Compensation Committee may otherwise provide in the case of a Change of Control, death, disability or retirement at age 65. During the period in which any restricted shares of Common Stock are subject to forfeiture restrictions, the Compensation Committee may, in its discretion, grant to the participant to whom such restricted shares have been awarded all or any of the rights of a stockholder with respect to such shares, including, but not limited to, the right to vote such shares and to receive dividends.

    Other Stock Unit Awards

        Awards of units having a value equal to an identical number of shares of Common Stock ("Other Stock Unit Awards") may be granted to participants. Other Stock Unit Awards are also available as a form of payment of other awards granted under the Plan and other earned cash-based incentive compensation, primarily for deferral of vested stock-based grants.

        Other Stock Unit Awards subject solely to continued employment restrictions will not fully vest in less than three years from the date of grant, but may vest pro rata during such period. Other Stock Unit Awards may be paid in cash, shares of Common Stock, other property, or any combination thereof, in the sole discretion of the Compensation Committee at the time of payment.

    Repricing

        The Board may not, without stockholder approval, authorize the repricing of options.

    Amendments and Modifications

        The Board may make no amendment or modification to the 2005 Equity Incentive Plan that, among other things, would increase the number of shares available for issue under the Plan, change those eligible to be participants under the Plan, or materially increase the benefits available under the Plan without the approval of the stockholders of the Company.

The Board recommends that stockholders vote FOR approval of the Amendment to the 2005 Equity Incentive Plan.


RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2009 — Proposal Number 3 on the Proxy Card —————


        Ernst & Young LLP has served as the Company's independent registered public accountants since 1995. The Audit Committee has appointed Ernst & Young LLP as independent registered public accountants for the Company for fiscal year 2009, subject to the ratification of such appointment by the stockholders. A vote will be taken on a proposal to ratify this appointment at the Meeting. While there is no legal requirement that this proposal be submitted to stockholders, the Board believes that the selection of independent registered public accountants to audit the financial statements of the Company is of sufficient importance to seek stockholder ratification. In the event a majority of the votes cast is not voted




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in favor of the ratification of the appointment of Ernst & Young LLP, the Audit Committee will reconsider the appointment.

        It is expected that representatives of Ernst & Young LLP will be present at the Meeting and will be available to answer questions and discuss matters pertaining to the Report of Independent Registered Public Accounting Firm contained in the financial statements incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 2008. These representatives will have the opportunity to make a statement if they desire.

        The fees billed by Ernst & Young LLP for services rendered for 2008 and 2007 are set out on page 43 of this Proxy Statement.

The Board recommends that stockholders vote "FOR" the ratification of this appointment.


OTHER BUSINESS —————


        The Board does not know of any business that will properly come before the Meeting other than that described above. If any other business should properly come before the Meeting, it is intended that the shares represented by proxies will be voted in accordance with the judgment of the persons named in the proxies.





OTHER INFORMATION —————


Security Ownership of Certain Beneficial Owners


        The following table lists the stockholders known by the Company to have been the beneficial owners of more than five percent of the Common Stock outstanding and entitled to be voted at the Meeting as of March 17, 2008:16, 2009:

Name and Address of Beneficial Owner		Shares of Common Stock		Percent of Common Stock		Shares of Common Stock			Percent of Common Stock
AXA Financial Inc.(1) 1290 Avenue of the Americas New York, NY 10104		24,708,935		11.3
AXA Financial, Inc.(1) 1290 Avenue of the Americas New York, NY 10104							22,241,550			10.3
T. Rowe Price Associates, Inc.(2) 100 E. Pratt Street Baltimore, MD 21202		11,024,364		5.0			13,673,355			6.2

(1)

According to a Schedule 13G/A filed with the SEC by AXA Financial Inc. ("AXA Financial"), as of January 31, 2008,February 28, 2009, AXA Financial and its subsidiary, Alliance Bernsteinsubsidiaries, AllianceBernstein L.P. and AXA Equitable Life Insurance Company, had sole voting power over 15,735,682 shares of Common Stock, shared voting power over 1,000,71017,430,929 shares of Common Stock and sharedsole dispositive power over 24,708,93522,241,550 shares of Common Stock. A majority of the shares reported in this Schedule 13G are held by unaffiliated third-party client accounts managed by Alliance Capital ManagementAllianceBernstein L.P., as investment adviser. Alliance Capital ManagementAllianceBernstein L.P. is a majority-owned subsidiary of AXA Financial, Inc.



(2)

According to a Schedule 13G filed with the SEC by T. Rowe Price Associates, Inc. ("Price Associates") as of December 31, 2007,2008, Price Associates had sole voting power over 2,476,0322,324,191 shares of Common Stock and sole dispositive power over 11,024,36413,673,355 shares of Common Stock. These securities are owned by various individual and institutional investors which Price Associates serves as investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.




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Section 16(a) Beneficial Ownership Reporting Compliance


        Section 16(a) of the Exchange Act of 1934 requires directors and executive officers of the Company, and persons who own more than ten percent of the Company's Common Stock, to file with the SEC and the New York Stock Exchange initial reports of beneficial ownership on Form 3 and changes in such ownership on Forms 4 and 5. Based on its review of the copies of such reports, or written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that during 2007,2008, its directors, executive officers and stockholders with holdings greater than ten percent complied with all applicable filing requirements, with the exception of the following: Sheldon R. Erikson made one late Form 4 filing reporting an exercise and sale of a stock option; Nathan M. Avery made three late Form 4 filings reporting three open market sales; due to an administrative oversight by the Company, Peter J. Fluor filed a Form 4, Statement5 evidencing quarterly purchases of Ownership of Securities, that wasphantom stock under the Company's Deferred Compensation Plan for Non-employee Directors; and, due on January 3, 2008, wasto an administrative oversight by the Company, Joseph H. Mongrain, Robert J. Rajeski, and James E. Wright filed on behalfForm 5 a series of Lorne E. Phillips withtransactions during 2008 evidencing the SECbiweekly purchase of phantom stock under the Company's Non-qualified Deferred Compensation Plan that should have been filed on January 15, 2008.Form 4s.


Stockholder Proposals and Nominations for the 20092010 Annual Meeting


        In order for a stockholder to be eligible to submit a proposal or nomination to the 20092010 Annual Meeting, the stockholder must be a stockholder of record both when submitting the proposal or nomination and on the record date.Record Date.




        If a stockholder wishes to submit a proposal for possible inclusion in the Company's 20092010 proxy material, the notice must be in proper form and received at the Company's corporate headquarters on or before November 26, 2008.25, 2009. If a stockholder wishes to submit a proposal at the 20092010 annual meeting (but not seek inclusion of the proposal in the Company's proxy material), the notice must be in proper form and received at the Company's corporate headquarters between February 1413 and March 17, 2009.16, 2010.

        To be in proper written form, a stockholder's notice of a proposal must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially and of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business, and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

        If a stockholder wishes to submit a director nomination to the Nominating and Governance Committee for consideration as a Company director nominee, the stockholder should follow the procedures set out in "Corporate Governance and Board of Directors Matters — Director Selection Process," on pages 11-12 of this Proxy Statement. If a stockholder wishes to submit a director nomination to the stockholders in opposition to the Company director nominees for inclusion in the Company's 20092010 proxy material, the notice must be in proper form and received at the Company's corporate headquarters on or before November 26, 2008.25, 2009. If a stockholder wishes to submit such a nomination at the 20092010 annual meeting (but not seek inclusion of the proposal in the Company's proxy material), the notice must be in proper form and be received between February 1413 and March 17, 2009.16, 2010.

        To be in proper written form, a stockholder's notice of a director nomination must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially and of record by the person, and (iv) any other information relating to the person that would




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be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice, and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.


SOLICITATION OF PROXIES                                    


        The Company has provided proxy materials to banks, brokers, and other financial fiduciaries and requested that such materials be promptly forwarded to the beneficial owners of Common Stock. The Company has retained Laurel Hill Advisory Group, LLC to assist with the solicitation of proxies for a fee not to exceed $8,500, plus reimbursement for out-of-pocket expenses. In addition, solicitation of proxies may be made by directors, officers or employees of the Company. The cost of soliciting proxies and related services will be borne by the Company.





ELECTRONIC DELIVERY OF PROXY STATEMENT AND
ANNUAL REPORT —————


        Stockholders who received printed copies of the proxy materials can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. You can choose this option and save Cameron the cost of producing and mailing these documents, reduce the amount of mail you receive and help preserve environmental resources. You may sign up for this option by:

•

following the instructions provided on your proxy card;



•

following the instructions provided when you vote over the Internet; or



•

by going to http://enroll.icsdelivery.com and following the instructions provided.

        If you choose to view future proxy statements and annual reports over the Internet, you will receive an e-mail message next year containing the Internet address to use to access Cameron's proxy statement and annual report. The e-mail also will include instructions for voting over the Internet. You will have the opportunity to opt out at any time by following the instructions on www.icsdelivery.com. You do not have to re-elect Internet access each year.


HOUSEHOLDING OF ANNUAL MEETING MATERIALS —————


        In accordance with notices previously sent to many stockholders who hold their shares through a bank, broker or other holder of record ("street-name stockholders") and share a single address, only one annual report and proxy statement is being delivered to that address unless contrary instructions from any stockholder at that address were received. This practice, known as "householding," is intended to reduce our printing and postage costs. However, any such street-name stockholder residing at the same address who wishes to receive a separate copy of this proxy statement or the accompanying annual report to stockholders may request a copy by contacting the bank, broker or other holder of record or by contacting us by telephone at 713-513-3300. Street-name stockholders who are currently receiving householded




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materials may revoke their consent, and street-name stockholders who are not currently receiving householded materials may request householding of our future materials, by contacting Automatic Data Processing, Inc., either by calling toll free at 1-800-542-1061 or by writing to Broadridge, Householding Department, at the return address noted on your voter instruction card. If you revoke your consent you will be removed from the "householding" program within 30 days of Broadridge's receipt of your revocation, and each stockholder at your address will receive individual copies of our future materials.


ANNUAL REPORT TO STOCKHOLDERS AND ANNUAL REPORT ON
FORM 10-K —————


        We are mailing our 20072008 Annual Report to Stockholders with this Proxy Statement to all of our record stockholders.stockholders of record. Additional copies of Cameron's Annual Report to Stockholders and its Annual Report on Form 10-K for the year ended December 31, 2007,2008, are available without charge from our Investor Relations Department, 1333 West Loop South, Suite 1700, Houston, Texas 77027, 713-513-3300. Our SEC filings, including our 20072008 Annual Report on Form 10-K, are available online, at no charge, at www.c-a-m.com, Investor Relations, SEC filings, or through the Securities and Exchange Commission's website at www.sec.gov.

		By Order of the Board of Directors
		Grace B. Holmes Corporate Secretary




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APPENDIX A


CAMERON INTERNATIONAL CORPORATION
SEVENTH AMENDMENT
TO THE
2005 EQUITY INCENTIVE PLAN

        WHEREAS, CAMERON INTERNATIONAL CORPORATION (the "Company") has heretofore adopted the 2005 EQUITY INCENTIVE PLAN (the "Plan"); and

        WHEREAS, the Company desires to amend the Plan in certain respects:

        NOW, THEREFORE, the Plan shall be amended as follows, effective May 13, 2009:

1.

The number "23,054,100" shall be substituted for the number "15,054,100" in the first sentence of Section 3.1 of the Plan.



2.

As amended hereby, the Plan is specifically ratified and reaffirmed.

		APPROVED:
		William C. Lemmer Senior Vice President & General Counsel
		William C. Lemmer
		Senior Vice President, General Counsel and SecretaryDate: May 13, 2009




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EXHIBIT B


CAMERON INTERNATIONAL CORPORATION

2005 EQUITY INCENTIVE PLAN
(Amended and Restated as of February 18, 2009)

        Cooper Cameron Corporation (the "Company"), a Delaware corporation, hereby establishes and adopts the following 2005 Equity Incentive Plan (the "Plan").

1.     Purpose of the Plan

        The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as employees and directors of the Company who are expected to contribute to the Company's success and to achieve long-term objectives which will inure to the benefit of all stockholders of the Company through the additional incentives inherent in the Awards hereunder.

2.     Definitions

2.1.    "Award" shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Performance Award, Other Stock Unit Award or any other right, interest or option relating to Shares or other property (including cash) granted pursuant to the provisions of the Plan.

2.2.    "Award Agreement" shall mean any written agreement, contract or other instrument or document evidencing any Award granted by the Committee hereunder.

2.3.    "Board" shall mean the board of directors of the Company.

2.4.    "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.5.    "Committee" shall mean the committee of the Board charged with oversight of the Company's incentive compensation and equity-based plans, which, at the time of the adoption of this Plan is the Compensation and Governance Committee. The Committee consists and always will consist of no fewer than two Directors, each of whom is (i) a "Non-Employee Director" within the meaning of Rule 16b-3 of the Exchange Act, (ii) an "outside director" within the meaning of Section 162(m) of the Code, and (iii) an "independent director" for purpose of the rules and regulations of the New York Stock Exchange.

2.6.    "Covered Employee" shall mean a "covered employee" within the meaning of Section 162(m) of the Code.

2.7.    "Director" shall mean a non-employee member of the Board.

2.8.    "Dividend Equivalents" shall have the meaning set forth in Section 12.5.

2.9.    "Employee" shall mean any employee of the Company or any Subsidiary and any prospective employee conditioned upon, and effective not earlier than, such person's becoming an employee of the Company or any Subsidiary.

2.10.    "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

2.11.    "Fair Market Value" shall mean, with respect to any property other than Shares, the market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. The Fair Market Value of Shares as of any date shall be the reported New York Stock Exchange closing price of the Shares on that date (or if there were no reported prices on such date, on the last preceding date on which the prices were reported) or, if the Company is not then listed on the New York Stock Exchange, the Fair Market Value of Shares shall be determined by the Committee in its sole discretion using appropriate criteria.

2.12.    "Freestanding Stock Appreciation Right" shall have the meaning set forth in Section 6.1.




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2.13.    "Limitations" shall have the meaning set forth in Section 10.5.

2.14.    "Option" shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.

2.15.    "Other Stock Unit Award" shall have the meaning set forth in Section 8.1.

2.16.    "Participant" shall mean an Employee or Director who is selected by the Committee or, in the case of non-directors and non-officers, by the Company's Chief Executive Officer to receive an Award under the Plan.

2.17.    "Payee" shall have the meaning set forth in Section 13.1.

2.18.    "Performance Award" shall mean any Award of Performance Shares or Performance Units granted pursuant to Article 9.

2.19.    "Performance Period" shall mean that period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured.

2.20.    "Performance Share" shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

2.21.    "Performance Unit" shall mean any grant pursuant to Section 9 of a unit valued by reference to a designated amount of property (including cash and Shares), which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

2.22.    "Permitted Assignee" shall have the meaning set forth in Section 12.3.

2.23.    "Prior Plans" shall mean, collectively, the Company's Long-Term Incentive Plan, Broadbased 2000 Incentive Plan, and 1995 Stock Option Plan for Non-Employee Directors.

2.24.    "Restricted Stock" shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

2.25.    "Restriction Period" shall have the meaning set forth in Section 7.1.

2.26.    "Restricted Stock Award" shall have the meaning set forth in Section 7.1.

2.27.    "Shares" shall mean the shares of common stock of the Company, par value $.01 per share.

2.28.    "Stock Appreciation Right" shall mean the right granted to a Participant pursuant to Section 6.

2.29.    "Subsidiary" shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

2.30.    "Substitute Awards" shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to




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make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

2.31.    "Tandem Stock Appreciation Right" shall have the meaning set forth in Section 6.1.

3.     Shares Subject to the Plan

3.1.    Number of Shares.    (a) Subject to adjustment as provided in Section 12.2, a total of 15,054,100* Shares shall be authorized for grant under the Plan. Any Shares that are subject to Awards of Options or Stock Appreciation Rights shall be counted against this limit as one (1) Share for every one (1) Share granted. Any shares that are subject to Awards other than Options or Stock Appreciation Rights shall be counted against this limit as one and fifty-nine hundredths (1.59) Shares for every one (1) Share granted.

        (b)   If any Shares subject to an Award or to an award under the Prior Plans are forfeited, expire or otherwise terminate without issuance of such Shares, or any Award or award under the Prior Plans is settled for cash, the Shares shall, to the extent of such forfeiture, expiration, termination or cash settlement, again be available for Awards under the Plan, subject to Section 3.1(d) below. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under paragraph (a) of this Section: (i) Shares tendered by the Participant or withheld by the Company in payment of the purchase price of an Option, (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award, (iii) Shares repurchased by the Company with Option proceeds, and (iv) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof.

        (c)   Substitute Awards shall not reduce the Shares authorized for grant under the Plan or authorized for grant to a Participant in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

        (d)   Any Shares that again become available for grant pursuant to this Article shall be added back as one (1) Share if such Shares were subject to Options or Stock Appreciation Rights granted under the Plan or options or stock appreciation rights granted under the Prior Plans, and as two (2) Shares if such Shares were subject to Awards other than Options or Stock Appreciation Rights granted under the Plan.

3.2.    Character of Shares.    Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.

4.     Eligibility and Administration

4.1.    Eligibility.    Any Employee or Director shall be eligible to be selected as a Participant.

4.2.    Administration.    (a) The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the




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Board, to: (i) select the Employees and Directors to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Awards, not inconsistent with the provisions of the Plan, to be granted to each Participant hereunder; (iii) determine the number of Shares to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; (v) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property, subject to Section 8.1; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an Award made under the Plan shall be deferred either automatically or at the election of the Participant; (vii) determine whether, to what extent and under what circumstances any Award shall be canceled or suspended; (viii) interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (x) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) determine whether any Award will have Dividend Equivalents; and (xii) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

        (b)   Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Participant, and any Subsidiary. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings.

        (c)   To the extent not inconsistent with applicable law, including Section 162(m) of the Code, or the rules and regulations of the New York Stock Exchange, the Committee may delegate to the Chief Executive Officer of the Company the right to grant Awards to Employees who are not Directors or executive officers (within the meaning of Rule 3b-7 under the Exchange Act) of the Company and the authority to take action on behalf of the Committee pursuant to the Plan to cancel or suspend Awards to Employees who are not Directors or executive officers of the Company.

5.     Options

5.1.    Grant of Options.    Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option shall be subject to the terms and conditions of this Article and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable.

5.2.    Award Agreements.    All Options granted pursuant to this Article shall be evidenced by a written Award Agreement in such form and containing such terms and conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan. The terms of Options need not be the same with respect to each Participant. Granting of an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any individual who is granted an Option pursuant to this Article may hold more than one Option granted pursuant to the Plan at the same time.

5.3.    Option Price.    Other than in connection with Substitute Awards, the option price per each Share purchasable under any Option granted pursuant to this Article shall not be less than 100% of the Fair Market Value of such Share on the date of grant of such Option. Other than pursuant to Section 12.2, the Committee shall not, without the approval of the Company's stockholders, (a) lower the option price per Share of an Option after it is granted, (b) cancel an Option when the option price per Share exceeds the Fair Market Value of the underlying Shares in exchange for another Award (other than in connection with Substitute Awards), and (c) take any other action with respect to an Option that may be treated as a repricing under the rules and regulations of the New York Stock Exchange.




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5.4.    Option Term.    The term of each Option shall be fixed by the Committee in its sole discretion; provided that no Option shall be exercisable after the expiration of seven years from the date the Option is granted, except in the event of death or disability.

5.5.    Exercise of Options.    Vested Options granted under the Plan may be exercised by the Participant, by a Permitted Assignee thereof, or by the Participant's executors, administrators, guardian or legal representative as to all or part of the Shares covered thereby, by the giving of written notice of exercise to the Company or its designated agent, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Unless otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be made (a) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (b) by tendering previously acquired Shares (either actually or by attestation, valued at their then-Fair Market Value) that have been owned for a period of at least six months (or such other period to avoid accounting charges against the Company's earnings), (c) with the consent of the Committee, by delivery of other consideration (including, where permitted by law and the Committee, other Awards) having a Fair Market Value on the exercise date equal to the total purchase price, (d) with the consent of the Committee, by withholding Shares otherwise issuable in connection with the exercise of the Option, (e) through any other method specified in an Award Agreement, or (f) any combination of any of the foregoing. The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. No adjustment shall be made for cash dividends or other rights for which the Record Date is prior to the date of such issuance. Except for Awards to Directors, Substitute Awards, under circumstances contemplated by Article 11, or as may be set forth in an Award Agreement with respect to (i) death or disability of a Participant, or (ii) special circumstances determined by the Committee including the achievement of performance objectives, Options will not be exercisable before the expiration of one year from the date the Option is granted.

5.6.    Form of Settlement.    In its sole discretion, the Committee may provide, at the time of grant, that the Shares to be issued upon an Option's exercise shall be in the form of Restricted Stock or other similar securities, or may reserve the right so to provide after the time of grant.

5.7.    Incentive Stock Options.    The Committee may grant Options intended to qualify as "incentive stock options" as defined in Section 422 of the Code, to any employee of the Company or any Subsidiary, subject to the requirements of Section 422 of the Code. Notwithstanding anything in Section 3.1 to the contrary and solely for the purposes of determining whether Shares are available for the grant of "incentive stock options" under the Plan, the maximum aggregate number of Shares with respect to which "incentive stock options" may be granted under the Plan shall be 4,000,000 Shares.

6.     Stock Appreciation Rights

6.1.    Grant and Exercise.    The Committee may provide Stock Appreciation Rights (a) in conjunction with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option ("Tandem Stock Appreciation Right"), (b) in conjunction with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to any Option or other Award (a "Freestanding Stock Appreciation Right"), in each case upon such terms and conditions as the Committee may establish in its sole discretion.




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6.2.    Terms and Conditions.    Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:

        (a)   Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise or such other amount as the Committee shall so determine at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or in the case of a Tandem Stock Appreciation Right granted on the date of grant of the related Option, as specified by the Committee in its sole discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 12.2, shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be.

        (b)   Upon the exercise of a Stock Appreciation Right, the Committee shall determine in its sole discretion whether payment shall be made in cash, in whole Shares or other property, or any combination thereof.

        (c)   Any Tandem Stock Appreciation Right may be granted at the same time as the related Option is granted or at any time thereafter before exercise or expiration of such Option.

        (d)   Any Tandem Stock Appreciation Right related to an Option may be exercised only when the related Option would be exercisable and the Fair Market Value of the Shares subject to the related Option exceeds the option price at which Shares can be acquired pursuant to the Option. In addition, (i) if a Tandem Stock Appreciation Right exists with respect to less than the full number of Shares covered by a related Option, then an exercise or termination of such Option shall not reduce the number of Shares to which the Tandem Stock Appreciation Right applies until the number of Shares then exercisable under such Option equals the number of Shares to which the Tandem Stock Appreciation Right applies, and (ii) no Tandem Stock Appreciation Right granted under the Plan to a person then subject to Section 16 of the Exchange Act shall be exercised during the first six months of its term for cash, except as provided in Article 11.

        (e)   Any Option related to a Tandem Stock Appreciation Right shall no longer be exercisable to the extent the Tandem Stock Appreciation Right has been exercised.

        (f)    The provisions of Stock Appreciation Rights need not be the same with respect to each recipient.

        (g)   The Committee may impose such other conditions or restrictions on the terms of exercise and the exercise price of any Stock Appreciation Right, as it shall deem appropriate, including providing that the exercise price of a Tandem Stock Appreciation Right may be less than the Fair Market Value on the date of grant if the Tandem Stock Appreciation Right is added to an Option following the date of the grant of the Option. Notwithstanding the foregoing provisions of this Section 6.2(g), but subject to Section 12.2, a Freestanding Stock Appreciation Right shall generally have the same terms and conditions as Options, including (i) an exercise price not less than Fair Market Value on the date of grant, (ii) a term not greater than seven years, and (iii) not being exercisable before the expiration of one year from the date of grant, except for Substitute Awards, under circumstances contemplated by Article 11 or as may be set forth in an Award Agreement with respect to (x) death or disability of a Participant or (y) special circumstances determined by the Committee (including the achievement of performance objectives). In addition to the foregoing, but subject to Section 12.2, the base amount of any Stock Appreciation Right shall not be reduced after the date of grant.

        (h)   The Committee may impose such terms and conditions on Stock Appreciation Rights granted in conjunction with any Award (other than an Option) as the Committee shall determine in its sole discretion.




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7.     Restricted Stock Awards

7.1.    Grants.    Awards of Restricted Stock may be issued hereunder to Participants either alone or in addition to other Awards granted under the Plan (a "Restricted Stock Award"), and such Restricted Stock Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award shall be subject to restrictions imposed by the Committee covering a period of time specified by the Committee (the "Restriction Period"). The Committee has absolute discretion to determine whether any consideration (other than services) is to be received by the Company or any Subsidiary as a condition precedent to the issuance of Restricted Stock.

7.2.    Award Agreements.    The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of Restricted Stock Awards need not be the same with respect to each Participant.

7.3.    Rights of Holders of Restricted Stock.    Beginning on the date of grant of the Restricted Stock Award and subject to execution of the Award Agreement, the Participant shall become a shareholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights of a shareholder, including the right to vote such Shares and the right to receive distributions made with respect to such Shares; provided, however, that any Shares or any other property (other than cash) distributed as a dividend or otherwise with respect to any Restricted Stock as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Stock.

7.4.    Minimum Vesting Period.    Except for certain limited situations (including the death, disability or retirement of the Participant, or a Change of Control referred to in Article 11), or special circumstances determined by the Committee (including the achievement of performance objectives), Restricted Stock Awards subject solely to continued employment restrictions shall have a Restriction Period of not less than three years from date of grant (but permitting pro rata vesting over such time); provided, that the provisions of this Section shall not be applicable to any grants to new hires to replace forfeited awards from a prior employer (so long as the cumulative total of any such grants does not exceed five (5%) of the total number of Shares subject to the Plan), Substitute Awards or grants of Restricted Stock in payment of Performance Awards and other earned cash-based incentive compensation. Subject to the foregoing three-year minimum vesting requirement, the Committee may, in its sole discretion and subject to the limitations imposed under Section 162(m) of the Code and the regulations thereunder in the case of a Restricted Stock Award intended to comply with the performance-based exception under Code Section 162(m), waive the forfeiture period and any other conditions set forth in any Award Agreement subject to such terms and conditions as the Committee shall deem appropriate.

8.     Other Stock Unit Awards

8.1.    Grants.    Other Awards of units having a value equal to an identical number of Shares ("Other Stock Unit Awards") may be granted hereunder to Participants, in addition to other Awards granted under the Plan. Other Stock Unit Awards shall also be available as a form of payment of other Awards granted under the Plan and other earned cash-based incentive compensation.

8.2.    Award Agreements.    The terms of Other Stock Unit Awards granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of such Awards need not be the same with respect to each Participant.

8.3.    Vesting.    Except for certain limited situations (including the death, disability or retirement of the Participant or a Change of Control referred to in Article 11), Other Stock Unit Awards subject solely to continued employment restrictions shall be subject to restrictions imposed by the Committee for a period of not less than three years from date of grant (but permitting pro rata vesting over such time);




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provided, that such restrictions shall not be applicable to any Substitute Awards, grants of Other Stock Unit Awards in payment of Performance Awards pursuant to Article 9 and other earned cash-based incentive compensation, or grants of Other Stock Unit Awards on a deferred basis.

8.4.    Payment.    Except as provided in Article 10 or as may be provided in an Award Agreement, Other Stock Unit Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee at the time of payment. Other Stock Unit Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.

9.     Performance Awards

9.1.    Grants.    Performance Awards in the form of Performance Shares or Performance Units, as determined by the Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in Section 10.1.

9.2.    Award Agreements.    The terms of any Performance Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan, including whether such Awards shall have Dividend Equivalents. The terms of Performance Awards need not be the same with respect to each Participant.

9.3.    Terms and Conditions.    The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award; provided, however, that a Performance Period shall not be shorter than 12 months nor longer than five years. The amount of the Award to be distributed shall be conclusively determined by the Committee.

9.4.    Payment.    Except as provided in Article 11 or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee at the time of payment. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis.

10.   Code Section 162(m) Provisions

10.1.    Covered Employees.    Notwithstanding any other provision of the Plan, if the Committee determines at the time a Restricted Stock Award, a Performance Award or an Other Stock Unit Award is granted to a Participant who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this Article 10 is applicable to such Award.

10.2.    Performance Criteria.    If the Committee determines that a Restricted Stock Award, a Performance Award or an Other Stock Unit Award is subject to this Article 10, the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels of one or any combination of the following: revenue growth; booking of orders; earnings, or some derivative thereof such as (including earnings before interest and taxes ("EBIT") earnings before interest, taxes, depreciation and amortization ("EBITDA"), or earnings per share; operating income; pre- or after-tax income; cash flow ; net earnings; return on equity ("ROE"); return on capital (including return on total capital or return on invested capital); return on




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assets or net assets; economic value added ("EVA") (or an equivalent metric); share price performance; total shareholder return; improvement in or attainment of expense levels; and improvement in or attainment of working capital levels of the Company or any Subsidiary, division, business unit or product line of the Company for or within which the Participant is primarily employed. Such performance goals also may be based solely by reference to the Company's performance or the performance of a Subsidiary, division, business unit or product line of the Company, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance relative to other companies. The Committee may also exclude the impact of an event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company's management, or (c) the cumulative effects of tax or accounting changes in accounting standards required by generally accepted accounting principles. Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code, and the regulations thereunder.

10.3.    Adjustments.    Notwithstanding any provision of the Plan (other than Article 11), with respect to any Restricted Stock, Performance Award or Other Stock Unit Award that is subject to this Section 10, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance goals, except in the case of the death or disability of the Participant or as otherwise determined by the Committee in special circumstances.

10.4.    Restrictions.    The Committee shall have the power to impose such other restrictions on Awards subject to this Article as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for "performance-based compensation" within the meaning of Section 162(m) of the Code.

10.5.    Limitations on Grants to Individual Participant.    Subject to adjustment as provided in Section 12.2, no Participant may be granted (i) Options or Stock Appreciation Rights during any calendar year with respect to more than 1,500,000 Shares or (ii) Restricted Stock, Performance Awards and/or Other Stock Unit Awards that are denominated in Shares in any calendar year with respect to more than 1,500,000 Shares (the "Limitations"). In addition to the foregoing, the maximum dollar value payable to any Participant in any calendar year with respect to Performance Awards is $5,000,000. If an Award is cancelled, the cancelled Award shall continue to be counted toward the applicable Limitations.

11.   Change of Control Provisions

11.1.    Impact of Change of Control.    The terms of any Award may provide in the Award Agreement evidencing the Award that, upon a "Change of Control" of the Company (as that term may be defined therein), (a) Options and Stock Appreciation Rights outstanding as of the date of the Change of Control immediately vest and become fully exercisable, (b) that Options and Stock Appreciation Rights outstanding as of the date of the Change of Control may be cancelled and terminated without payment therefore if the Fair Market Value of one Share as of the date of the Change of Control is less than the per Share Option exercise price or Stock Appreciation Right grant price, (c) restrictions and deferral limitations on Restricted Stock lapse and the Restricted Stock become free of all restrictions and limitations and become fully vested, (d) all Performance Awards shall be considered to be earned and payable (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change of Control), and any deferral or other restriction shall lapse and such Performance Awards shall be immediately settled or distributed, (e) the restrictions and deferral limitations and other conditions applicable to any Other Stock Unit Awards or any other Awards shall lapse, and such Other Stock Unit Awards or such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant, and (f) such other additional




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benefits as the Committee deems appropriate shall apply, subject in each case to any terms and conditions contained in the Award Agreement evidencing such Award. For purposes of the Plan, a "Change of Control" shall mean an event described in an Award Agreement evidencing the Award or such other event as determined in the sole discretion of the Board. Notwithstanding any other provision of the Plan, the Committee, in its discretion, may determine that, upon the occurrence of a Change of Control of the Company, each Option and Stock Appreciation Right outstanding shall terminate within a specified number of days after notice to the Participant, and/or that each Participant shall receive, with respect to each Share subject to such Option or Stock Appreciation Right, an amount equal to the excess of the Fair Market Value of such Share immediately prior to the occurrence of such Change of Control over the exercise price per share of such Option and/or Stock Appreciation Right; such amount to be payable in cash, in one or more kinds of stock or property (including the stock or property, if any, payable in the transaction) or in a combination thereof, as the Committee, in its discretion, shall determine.

11.2.    Assumption Upon Change of Control.    Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes for an Option, Stock Appreciation Right, Share of Restricted Stock or Other Stock Unit Award, then each outstanding Option, Stock Appreciation Right, Share of Restricted Stock or Other Stock Unit Award shall not be accelerated as described in Sections 11.1(a), (c) and (e). For the purposes of this Section 11.2, an Option, Stock Appreciation Right, Share of Restricted Stock or Other Stock Unit Award shall be considered assumed or substituted for if following the Change of Control the award confers the right to purchase or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award or Other Stock Unit Award immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change of Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock Award or Other Stock Unit Award, for each Share subject thereto, will be solely common stock of the successor company substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. Notwithstanding the foregoing, on such terms and conditions as may be set forth in an Award Agreement, in the event of a termination of a Participant's employment in such successor company within a specified time period following such Change in Control, each Award held by such Participant at the time of the Change in Control shall be accelerated as described in Sections 11.1(a), (c) and (e).

12.   Generally Applicable Provisions

12.1.    Amendment and Termination of the Plan.    The Board may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the rules and regulations of the New York Stock Exchange provided that the Board may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 of the Exchange Act; and further provided that the Board may not, without the approval of the Company's stockholders, amend the Plan to (a) increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to Section 12.2), (b) expand the types of awards available under the Plan, (c) materially expand the class of persons eligible to participate in the Plan, (d) amend any provision of Section 5.3, (e) increase the maximum permissible term of any Option specified by Section 5.4, or (f) amend any provision of Section 10.4. In addition, no amendments to, or termination of, the Plan shall in any way impair the rights of a Participant under any Award previously granted without such Participant's consent.




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12.2.    Adjustments.    In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to Awards as the Committee, in its sole discretion, deems equitable or appropriate, including such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan and, in the aggregate or to any one Participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate in its sole discretion; provided, however, that the number of Shares subject to any Award shall always be a whole number.

12.3.    Transferability of Awards.    Except as provided below, and except as otherwise authorized by the Committee in an Award Agreement, no Award and no Shares subject to Awards described in Article 8 that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order, and such Award may be exercised during the life of the Participant only by the Participant or the Participant's guardian or legal representative. Notwithstanding the foregoing, a Participant may assign or transfer an Award (i) for charitable donations, (ii) to the Participant's spouse, children or grandchildren (including any adopted and stepchildren and grandchildren, (iii) a trust for the benefit of one or more of the Participant or the persons referred to in clause (ii), or (iv) any other person with the consent of the Committee (each transferee thereof, a "Permitted Assignee"); provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Participant shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the Company's transfer agent in effectuating any transfer permitted under this Section.

12.4.    Termination of Employment.    The Committee shall determine and set forth in each Award Agreement whether any Awards granted in such Award Agreement will continue to be exercisable, and the terms of such exercise, on and after the date that a Participant ceases to be employed by or to provide services to the Company or any Subsidiary (including as a Director), whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise. The date of termination of a Participant's employment or services will be determined by the Committee, which determination will be final.

        In the event of termination, the Committee may, in its discretion, provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or an Award, or otherwise amend or modify the Award in any manner that is not inconsistent with the provisions of the Plan, and either (i) not adverse to such Participant or (ii) consented to by such Participant.

12.5.    Deferral; Dividend Equivalents.    The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred. Subject to the provisions of the Plan and any Award Agreement, the recipient of an Award (including any deferred Award) may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, cash, stock or other property dividends, or cash payments in amounts equivalent to cash, stock or other property dividends on Shares ("Dividend Equivalents") with respect to the number of Shares covered by the Award, as determined by the Committee, in its sole discretion. The Committee may provide that such amounts and Dividend Equivalents (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested




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and may provide that such as amounts and Dividend Equivalents are subject to the same vesting or performance conditions as the underlying Award.

13.   Miscellaneous

13.1.    Tax Withholding.    The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof) (any such person, a "Payee") net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b) the exercise of an Option or Stock Appreciation Right, (c) the delivery of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant to the Plan. The Company or any Subsidiary shall have the right to withhold from wages or other amounts otherwise payable to such Payee such withholding taxes as may be required by law, or to otherwise require the Payee to pay such withholding taxes. If the Payee shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Payee or to take such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election by Participants to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value) that have been owned for a period of at least six months (or such other period to avoid accounting charges against the Company's earnings), or by directing the Company to retain Shares (up to the Participant's minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) otherwise deliverable in connection with the Award.

13.2.    Right of Discharge Reserved; Claims to Awards.    Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Employee or Director the right to continue in the employment or service of the Company or any Subsidiary or affect any right that the Company or any Subsidiary may have to terminate the employment or service of (or to demote or to exclude from future Awards under the Plan) any such Employee or Director at any time for any reason. Except as specifically provided by the Committee, the Company shall not be liable for the loss of existing or potential profit from an Award granted in the event of termination of an employment or other relationship. No Employee or Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees or Participants under the Plan.

13.3.    Prospective Recipient.    The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument evidencing the Award and delivered a copy thereof to the Company, and otherwise complied with the then applicable terms and conditions.

13.4.    Cancellation of Award.    Notwithstanding anything to the contrary contained herein, all outstanding Awards granted to any Participant shall be canceled if the Participant, without the consent of the Company, while employed by the Company or any Subsidiary or after termination of such employment or service, establishes a relationship with a competitor of the Company or any Subsidiary or engages in activity that is in conflict with or adverse to the interest of the Company or any Subsidiary, as determined by the Committee in its sole discretion.

13.5.    Stop-Transfer Orders.    All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.




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13.6.    Nature of Payments.    All Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company or any Subsidiary, division or business unit of the Company. Any income or gain realized pursuant to Awards under the Plan and any Stock Appreciation Rights constitute a special incentive payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any Subsidiary except as may be determined by the Committee or by the Board or board of directors of the applicable Subsidiary.

13.7.    Other Plans.    Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

13.8.    Severability.    If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. If the making of any payment or the provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan.

13.9.    Construction.    As used in the Plan, the words "include"and "including,"and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

13.10.    Unfunded Status of the Plan.    The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

13.11.    Governing Law.    The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly.

13.12.    Effective Date of Plan; Termination of Plan.    The Plan shall be effective on the date of the approval of the Plan by the holders of the shares entitled to vote at a duly constituted meeting of the stockholders of the Company. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled and in such event each Award shall, notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect. Awards may be granted under the Plan at any time and from time to time on or prior to the tenth anniversary of the effective date of the Plan, on which date the Plan will expire except as to Awards then outstanding under the Plan. Such outstanding Awards shall remain in effect until they have been exercised or terminated, or have expired.

13.13.    Foreign Employees.    Awards may be granted to Participants who are foreign nationals or employed outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees employed in the United States as may, in the judgment of the Committee, be




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necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company's obligation with respect to tax equalization for Employees on assignments outside their home country.

13.14.    Compliance with Section 409A of the Code.    This Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award or the payment, settlement or deferral thereof is subject to Section 409A of the Code, the Award shall be granted, paid, settled or deferred a manner that will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code.

13.15.    Captions.    The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.

*

This number and other Share numbers used throughout have been adjusted to give effect to the 2-for-1 stock splits effective December 15, 2005, and December 28, 2007.




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APPENDIX C


Audit Committee Members:
Michael E. Patrick, Chairman
Douglas L. Foshee
David Ross III
Bruce W. Wilkinson

CHARTER
OF THE
AUDIT COMMITTEE
OF THE
BOARD OF DIRECTORS OF
CAMERON INTERNATIONAL CORPORATION

1.     Organization

        The Audit Committee of the Board of Directors shall be comprised of at least three independent directors. All Audit Committee members will be financially literate, and at least one member will be a "financial expert". Members of the Audit Committee shall be considered independent if they have no relationship to the Company that may interfere with the exercise of their independence from management and the Company and otherwise satisfy the requirements for independence in the listing requirements of the New York Stock Exchange and the rules of the Securities and Exchange Commission. Satisfaction of the accounting and financial requirements shall be determined by the Board in its business judgment, in accordance with the rules of the New York Stock Exchange.

2.     Statement of Purpose

        The purpose of the Audit Committee is to prepare the Audit Committee Report to be included in the Company's annual proxy statement and to provide assistance to the Board in its oversight of:

a.

the integrity of Company's accounting and financial reporting processes and of the audits of the financial statements of the Company;



b.

the Company's compliance with legal and regulatory requirements;



c.

the outside auditor's independence and qualifications; and



d.

the performance of the Company's internal audit function and outside auditors.

The function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company's financial statements. Management and the internal auditing function are responsible for maintaining and applying appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The outside auditors are responsible for planning and carrying out a proper audit and reviews, including reviews of the Company's quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Company and are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of accounting or auditing. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures, and each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company




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from whom it receives information and (ii) the accuracy of the financial and other information provided to the Audit Committee by such persons or organizations absent actual knowledge to the contrary.

3.     Duties and Powers

        The Audit Committee will have the following duties and powers:

a.

with respect to the outside auditors:



(i)

To directly appoint, retain or terminate, compensate, and oversee and evaluate the Company's outside auditors, and to approve all audit engagement fees and terms;



(ii)

Prior to the initial engagement of any public accounting firm as the Company's outside auditors, to obtain and review a written report from such firm regarding all relationships between such firm or its affiliates (as defined by the rules promulgated by the Public Company Accounting Oversight Board ("PCAOB")) and the Company or persons in a financial reporting oversight role at the Company;



(iii)

Prior to the initial engagement of any public accounting firm as the Company's outside auditors, to discuss with such firm before its initial engagement such report and the potential effects of such relationships on the independence of such firm, the substance of such discussions shall be documented in writing;



(iv)

To pre-approve, and/or adopt policies governing Committee pre-approval of, all audit services to be provided by the outside auditor;



(v)

To pre-approve, and/or adopt policies governing Committee pre-approval of, all permitted non-audit services and related fees to be provided by the outside auditors;



(vi)

To annually obtain from the outside auditors, and review, a written report delineating: (1) the outside auditors internal quality-control procedures; (2) any material issues raised by the most recent internal quality-control review, or peer review, of the outside auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (3) all relationships between the outside auditors or their affiliates and the Company or persons in a financial reporting oversight role at the Company ("Statement as to Independence"), as contemplated by applicable PCAOB requirements, which report also shall affirm the independence of the independent auditors as of the date of the written report (it being understood that the outside auditors are responsible for the accuracy and completeness of this Statement as to Independence), discuss with the outside auditors matters that could affect the independence of the auditors, including those relationships described in the independent auditors' annual written report, which discussions shall be documented in writing, discuss with the outside auditors the nature and scope of any non-audit services which may have been provided that might impact the outside auditors' objectivity and independence, and take appropriate action in response to the Statement as to Independence and this discussion to satisfy itself of the continuing independence of the auditors;



(vii)

To periodically meet separately with the outside auditors, and review/discuss: (1) any difficulties the auditors encountered in the course of the audit work (including any restrictions on the scope of the auditors' activities or on access to information, and any significant disagreements with management) and management's response; and, (2) the auditors' evaluation of the Company's financial, accounting, and auditing personnel; and



(viii)

To set clear hiring policies for employees or former employees of the outside auditors.




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b.

with respect to the internal auditors:



(i)

To review and concur with management's appointment, termination, or replacement of the director of internal audit;



(ii)

To consider and approve, in consultation with management, the charter of the internal audit function, revisions to the year's planned scope and the planned scope of internal audit procedures for the following year;



(iii)

To advise the director of the internal auditing function that he or she is expected to provide to the Audit Committee summaries of and, as appropriate, the significant reports to management prepared by the internal auditing function and management's responses thereto; and



(iv)

To provide sufficient opportunity for the internal auditors to meet with the members of the Audit Committee without other members of management present.



c.

with respect to the annual audit:



(i)

To review with the outside auditors and management of the Company the scope of the proposed audit and timely quarterly reviews for the current year, the procedures to be utilized and the compensation of the independent auditors;



(ii)

To advise management, the internal auditors and the outside auditors that they are expected to provide and discuss with the Audit Committee:



(a)

a timely analysis of significant financial reporting issues and practices and control risks or exposures determined during the course of the audit, to include the Company's guidelines and policies that govern the process by which risk assessment and management is undertaken; and,



(b)

the steps management has taken or plans to take to address such issues and practices and to monitor and control such risks and exposures;



(iii)

At the completion of the annual audit:



(a)

To review with management and the outside auditors the audited financial statements to be contained in the annual report to stockholders, including the disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations, to determine that the outside auditors are satisfied with the disclosure and content of the financial statements and the MD&A;



(b)

To consider any reports or communications (and management's and/or the internal auditors' responses thereto) submitted to the Audit Committee by the outside auditors required by or referred to in SAS 61, discuss any other matters required to be communicated to the Committee by the auditors, and review with management and the outside auditors their judgments about the appropriateness, not just acceptability, of accounting principles and the clarity of the financial disclosure practices used or proposed to be used, and particularly, the degree of aggressiveness or conservatism of the organization's accounting principles and underlying estimates, and other significant decisions made in preparing the financial statements;



(c)

To review with the outside auditors their audit of the financial statements and the report thereon, any significant changes made in the approved scope of the independent auditor's audit plan, any serious difficulties or disputes with management encountered during the course of the audit including any restrictions on the scope of their work or access to required information, and other matters related to the conduct of the audit




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which are to be communicated to the Committee under generally accepted auditing standards;

(d)

To consider and review with management, the outside auditors and the Company's internal auditors:



i.

The adequacy of the Company's internal controls, including computerized information system controls and security; and



ii.

Any related significant findings and recommendations of the outside auditors and/or the internal auditors together with management's responses thereto;



(iv)

To obtain from the outside auditors assurance that the audit was conducted in a manner consistent with Section 10A of the Securities Exchange Act of 1934, as amended, which sets forth certain procedures to be followed in any audit of financial statements required under the Securities Exchange Act of 1934.



d.

with respect to financial statements and reports and earnings guidance:



(i)

To discuss the quarterly financial statements, including disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," and related press releases with management and the outside auditors prior to the filing of the Form 10-Q and issuance of the press release, to determine that the outside auditors are satisfied with and do not take exception to the disclosure and content of the financial statements or results, and discuss any other matters required to be communicated to the Committee by the auditors (the chair of the Committee may represent the entire Committee for purposes of this review);



(ii)

To discuss financial information and earnings guidance provided to analysts and rating agencies with management;



(iii)

To review any report required by the rules of the Securities and Exchange Commission to be included in the Company's proxy statement for its annual meeting of stockholders; and



(iv)

To review legal and regulatory matters that may have a material impact on the financial statements, related Company compliance policies, and programs and reports received from regulators.



e.

with respect to complaints:



(i)

Establish procedures for the receipt, retention, and treatment of complaints received regarding accounting, internal accounting controls, or auditing matters, and the confidential and anonymous submission of concerns regarding accounting or auditing matters by employees.



f.

with respect to the Board:



(i)

To report regularly to the full Board and to report Committee actions to the Board with such recommendations as the Committee may deem appropriate;



(ii)

To obtain the full Board's approval of this Charter, and review and reassess this Charter and conduct an annual self-appraisal at least annually;



(iii)

To conduct or authorize investigations into any matters within the Committee's scope of responsibilities, using, in its sole discretion, independent counsel, accountants, or others to assist it in the conduct of any investigation; and



(iv)

To perform such other functions as assigned by law, the Company's charter or bylaws or the Board.




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g.

with respect to outside advisors:



(i)

To obtain advice and assistance from outside legal, accounting and other advisors; and



(ii)

To receive appropriate funding for such advisors.

4.     Meetings

        The Audit Committee shall meet no less than two times each year. Other meetings may be held at the discretion of the Audit Committee. The Audit Committee should meet separately at least annually with each of the management, the director of internal auditing and the outside auditors to discuss any matters that the Audit Committee or any of these persons or firms believe should be discussed privately.




 



IMPORTANT ANNUAL MEETING INFORMATION —

YOUR VOTE COUNTS!

  Stockholder Meeting Notice

Important Notice Regarding the Availability of Proxy Materials for the

Cameron International Corporation 2009 Annual Meeting of Stockholders to be Held on May 13, 2009

Under new Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

 This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:

www.envisionreports.com/CAM

Easy Online Access — A Convenient Way to View Proxy Materials and Vote

When you go online to view materials, you can also vote your shares.

Step 1: Go to www.envisionreports.com/CAM to view the materials.

Step 2: Click on Cast Your Vote or Request Materials.

Step 3: Make your selection as instructed on each screen to slelect delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

Obtaining a Copy of the Proxy Materials – If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 3, 2009 to facilitate timely delivery.




Stockholder Meeting Notice

The Cameron International Corporation 2009 Annual Meeting of Stockholders will be held on Wednesday, May 13, 2009 at the Cameron corporate headquarters, 1333 West Loop South, Suite 1700, Houston, Texas, at 10:00 a.m. Central Time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends that you vote FOR the following proposals:

1.				Election of three (3) members to Class II of the Board of Directors:
	C. Baker Cunningham
	Sheldon R. Erikson
	Douglas L. Foshee
2.	Approval of an Amendment to the Company’s 2005 Equity Incentive Plan increasing the number of authorized shares under the Plan.
0000043.	000000000.000000 extRatification of the appointment of Ernst & Young LLP as Cameron’s independent registered public accountants for 2009.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

Here’s how to order a copy of the proxy materials and select a future delivery preference:

Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.

Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below.

If you request an email copy of current materials you will receive an email with a link to the materials.

PLEASE NOTE: You must use the numbers in the shaded bar on the reverse side when requesting a set of proxy materials.

®	000000000.000000 ext	Internet – Go to www.envisionreports.com/CAM. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.
®	MR A SAMPLE	Telephone – Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.
®		Email – Send email to investorvote@computershare.com with “Proxy Materials Cameron International Corporation” in the subject line. Include in the message your full name and address, plus the three numbers located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.
	000000000.000000 ext	000000000.000000 ext
DESIGNATION (IF ANY)		000000000.000000 ext	000000000.000000 extTo facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 3, 2009.



ADD 1		Electronic Voting Instructions
ADD 2		You can vote by Internet or telephone!
ADD 3		Available 24 hours a day, 7 days a week!
ADD 4 ADD 5		Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
ADD 6		VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
		Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 14, 200813, 2009.

				Vote by Internet
	· Log on to the Internet and go to www.envisionreports.com/CAM
	www.envisionreports.com/CAM
	· Follow the steps outlined on the secured website.
				Vote by telephone
	·Call toll free 1-800-652-VOTE (8683) within the United
	States, Canada & Puerto Rico any time on a touch tone
	telephone. There is NO CHARGEto you for the call.
	· Follow the instructions provided by the recorded
	message.

 

Using a black inkpen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

X

Annual Meeting Proxy Card

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

 

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

	A		Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2.
	Proposals 2 and 3.

1. Election of Directors

For     Withhold

For     Withhold

For     Withhold

01 - C. Baker Cunningham

[  ]       [  ]

02 - Sheldon R. Erikson

[  ]          [  ]

03 - Douglas L. Foshee

[  ]       [  ]

 

	1. Election of Directors:	For	Withhold		For	Withhold
	01 - Peter J. Fluor	o	o	02 – Jack B. Moore	o	o
	03 - David Ross III	o	o

		For	Against	Abstain
	For   Against  Abstain			For   Against  Abstain
2. Approval of an Amendment to the Company’s 2005 Equity Incentive Plan increasing the number of authorized shares under the Plan.	[  ]       [  ]        [  ]	3. Ratification of the Appointment of Independent Registered Public Accountants for 2008.		o2009.	o[  ]       [  ]        [  ]	o

	B
	Non-Voting Items

 

B Non-Voting Items

Change of Address — Please print your new address below.		Comments — Please print your comments below.

 

	C

C	Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

 

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

 

	Date (mm/dd/yyyy) —– Please print date below.		Signature 1 —- Please keep signature within the box.		Signature 2 —- Please keep signature within the box.
	/          /
			C 1234567890                         J N T 3 1 B V                      0 1 7 2 9 3 1		MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

 

<STOCK#>

00VBFA

---




 

Cameron International Corporation

Annual Meeting of Stockholders

10:00 a.m.

May 14, 200813, 2009

Cameron

1333 West Loop South, Suite 1700

Houston, Texas

 

Agenda

· Call to order

· Introduction of Directors and Officers

· Election of Directors

· Ratification of the Appointment of Independent Registered Public Accountants for 2008

·

Agenda

• Call to order

• Introduction of Directors and Officers

• Election of Directors

• Approval of an Amendment to the Company’s 2005 Equity Incentive Plan increasing the number of authorized shares under the Plan

• Ratification of the Appointment of Independent Registered Public Accountants for 2009

• General Question and Answer Period This is your proxy. Your vote is important. It is also important that your shares are represented at this Meeting, whether or not you attend the Meeting in person. To make sure your shares are represented, we urge you to complete and mail the proxy card. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.   This is your proxy. Your vote is important. It is also important that your shares are represented at this Meeting, whether or not you attend the Meeting in person. To make sure your shares are represented, we urge you to complete and mail the proxy card in sufficient time to be received by May 12, 2009. Important Notice Regarding the Availability of Proxy — Cameron International CorporationMaterials for the Shareholder Meeting to Be Held on May 13, 2009. The Proxy Statement and Annual Report to Stockholders are available at www.edocumentview.com/cam. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.   Proxy — Cameron International Corporation Proxy for Annual Meeting of Stockholders   Solicited on Behalf of the Board of Directors — May 14, 200813, 2009   The undersigned stockholder(s) of Cameron International Corporation (“Cameron”) appoints each of Sheldon R. EriksonJack B. Moore and William C. LemmerGrace B. Holmes proxy, with full power of substitution, to vote all shares of stock which the stockholder(s) would be entitled to vote if present at the Annual Meeting of Stockholders of Cameron on Wednesday, May 14, 200813, 2009 at 10:00 a.m. at the Cameron corporate headquarters, 1333 West Loop South, Suite 1700, Houston, Texas, and at any adjournments thereof, with all powers the stockholder(s) would possess if present. The stockholder(s) hereby revokes any and all proxies previously given with respect to such meeting.   THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE, BUT IF NO SPECIFICATION IS MADE, IT WILL BE VOTED: FOR THE NOMINEES FOR DIRECTOR (PETER J. FLUOR, JACK B. MOORE(C. BAKER CUNNINGHAM, SHELDON R. ERIKSON AND DAVID ROSS III)DOUGLAS L. FOSHEE);FOR THE APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2005 EQUITY INCENTIVE PLAN INCREASING THE NUMBER OF AUTHORIZED SHARES UNDER THE PLAN; FOR THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2008;2009; AND IN THE DISCRETION OF THE PROXY ON OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.   This card also constitutes voting instructions for any shares held for the stockholder in the Cameron Retirement Savings Plan and Cameron sponsored Individual Account Retirement Plans, as described in the Notice of Meeting and Proxy Statement. (Please sign and date on the reverse side)