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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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20102011 Proxy Statement and
Notice of Annual Meeting
of Stockholders

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To the Stockholders of Cameron International Corporation:

        You are cordially invited to attend the Annual Meeting of Stockholders of Cameron International Corporation to be held on Wednesday,Tuesday, May 12, 2010,3, 2011, at Cameron's corporate headquarters, 1333 West Loop South, Suite 1700, Houston, Texas, commencing at 10:00 a.m.

        At this year's Annual Meeting, you will be asked to vote on a number of items more fully addressed in our Notice of Annual Meeting of Stockholders, including the election of directors, two compensation plans and the ratification of Ernst & Young LLP's appointment as our independent registered public accountants.executive pay practices.

        We know that most of our stockholders will not be attending the Annual Meeting in person. As a result, Cameron's Board of Directors is soliciting proxies so that each stockholder has an opportunity to vote on all matters that are scheduled to come before the meeting.Whether orIf you do not you plan to attend, please vote your shares by Internet, or by telephone, or, if you received our proxy material by mail, by returning the accompanying proxy card, as soon as possible so that your shares will be voted at the meeting. Instructions on how to vote can be found in our Proxy Statement.

        Thank you for your continued support of and interest in Cameron.

		Very truly yours,
		Sheldon R. Erikson

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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CAMERON INTERNATIONAL CORPORATION

PROXY STATEMENT

for the

ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 12, 20103, 2011

        This Proxy Statement, and the accompanying proxy/voting instruction card ("proxy card"), are being made available to stockholders of record of Cameron International Corporation ("the Company") by the Company's Board of Directors ("Board") in connection with its solicitation of proxies to be used at the Company's 20102011 Annual Meeting of Stockholders, scheduled to be held on May 12, 2010,3, 2011, or any postponements and adjournments thereof ("Annual Meeting" or "Meeting"). This Proxy Statement and any accompanying proxy card contain information related to the Annual Meeting and were first made available to stockholders beginning March 24, 2010.2011.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING —————

Why am I receiving these materials?

        The proxy materials have been sent,A Notice of Annual Meeting of Stockholders or a Notice Regarding the Availability of Proxy Materials has been provided to you because the Board of Directors is soliciting your proxy to vote your shares at the Company's upcoming Annual Meeting.

What is the purpose of the Annual Meeting?

        At the Meeting, our stockholders will act upon the matters outlined in the Notice of Meeting on the cover page of this Proxy Statement, namely:

1.

Election of theTo elect three director nominees named in the Proxy Statement,to our Board of Directors as Class I Directors;



2.

Ratification ofTo ratify the appointment of Ernst & Young LLP as the Company's independent registered public accountants for 2010, and2011;



3.

AnyTo approve the Company's 2011 Management Incentive Compensation Plan;



4.

To approve an amendment to the Company's 2005 Equity Incentive Plan to change the option term from seven to ten years;



5.

To conduct an advisory vote on the Company's 2010 executive compensation;



6.

To conduct an advisory vote on the frequency of future advisory votes on executive compensation; and



7.

To transact any other business that may properly come before the Meeting, although the election of director nominees and ratification of the appointment of independent registered public accountants are the only scheduled items for which required notice has been given.Meeting.

Why did I receive a Notice Regarding the Availability of Proxy Materials in the mail regarding the Internet availability of proxy materials instead of a full set of printed proxy materials?

        Pursuant to Securities and Exchange Commission ("SEC") rules and regulations, we are providinghave provided a Notice regarding Internet access to our proxy materials, including our 20092010 Annual Report, via the Internet to certain ofyou because you have not elected to receive our stockholders. Accordingly, we have sent aproxy materials by mail. The Notice Regarding the Availability of Proxy Materials to all of our "street-name" stockholders as of the record date. Street-name stockholders are those who hold their shares other than directly in their own name, and instead hold them through a bank, broker or other holder of record. The notice contains instructions on how toyou can access our proxy materials over the Internet as well as on how to request a printed copy. If you received such a notice,Notice, you will not receive a printed copy of our proxy materials unless you request one.

        In addition,If you wish to receive our proxy materials by mail in the future, you can so choose by following the instructions in the Notice Regarding the Availability of Proxy Materials, you may elect to receive future proxy materials either in printed form by mail or electronically by email. Choosing to receive your future proxy materials by email will reduce paper usage and mailing costs. If you choose to receive future proxy materials by email and you are a street-name stockholder as of the applicable record date, you will receive an email next year with instructions containing links to those

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materials and the proxy voting site.Materials. Your election to receive proxy materials by email will remain in effect until you terminate it.

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        Stockholders who hold their shares in "street-name", that is other than directly in their own names, are receiving copiesbut in the name of our proxy materials and Annual Report by mail anda bank, broker, or other holder of record, will not receive a Notice Regarding the Availability of Proxy Materials.Materials directly from their bank, broker, or other holder of record.

Who is entitled to vote at the Meeting?

        Owners of shares of the common stock of the Company ("Common Stock") at the close of business on March 15, 2010,11, 2011, (the "Record Date"), are entitled to vote at and participate in the Annual Meeting.

        Participants in the Company's retirement savings plans, the Company-sponsored Individual Account Retirement Plan, the Nonqualified Deferred Compensation Plan, and the Deferred Compensation Plan for Non-employee Directors (collectively, "Retirement or Deferred Compensation Plans" or "Plans") may give voting instructions with respect to the Common Stock credited to their accounts in the Plans to the Plans' trustees who have the actual voting power over the Common Stock in the Plans.

What are the voting rights of holders of Common Stock?

        Each outstanding share of Common Stock will be entitled to one vote on each matter to come before the Meeting.

What is the recommendation of the Board of Directors regarding the proposals?

        Please see the information included in this Proxy Statement relating to the proposals on which you will vote. TheOur Board unanimously recommends that you vote:

1.

"FOR" each of the director nominees andnamed in the Proxy Statement;



2.

"FOR" the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accountants.accountants for 2011;



3.

"FOR" the approval of the Company's 2011 Management Incentive Compensation Plan;



4.

"FOR" the approval of an amendment to the Company's 2005 Equity Incentive Plan to change the option term from seven to ten years; and



5.

"FOR" the proposal to approve, on an advisory basis, the Company's 2010 executive compensation.

        Our Board has not taken a position on how frequently our stockholders should have the opportunity to participate in future advisory votes on executive compensation, preferring instead to allow our stockholders to select, on an advisory basis, either one, two or three years.

What happens if additional matters are presented at the Meeting?

        Other than the election of director nominees and the ratification of the appointment of independent registered public accountants for 2010, there are no scheduled items.        If another proposal is properly presented for consideration at the Meeting, the persons named in the proxy card will vote as recommended by the Board or, if no recommendation is given, these persons will exercise their discretion in voting on the proposal.

How can shares be voted?

        Shares of Common Stock can be voted in person at the Meeting or they can be voted by proxy andor voting instructions can be given, to the Retirement and Deferred Compensation Plans' trustees, in one of three ways:ways, by:

•

by Internet



•

by telephone



•

by signing, dating and returning a proxy card.mail

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The instructions for each are on the proxy card, in the Notice Regarding the Availability of Proxy Materials, or on the voting form enclosed with the proxy from the trustee, bank or brokerage firm.

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How will votes be counted?

        For shares held in your own name, votes will be counted as directed, except when no choice for any particular matter is made. In that case, and only for the matter for which no choice is indicated, the shares will be voted as recommended by the Board unless the shares are held in one of the Retirement or Deferred Compensation Plans. If held in one of thethese Plans, they will be voted in the same proportion as the other shares in the Retirement or Deferred Compensation Plans have been voted.

        For shares held indirectly through a bank, broker or other holder of record, see "Whatunless you give your broker, bank or other holder of record specific instructions, your shares will not be voted on any of the proposals other than Proposal 2. Under the New York Stock Exchange ("NYSE") rules that govern voting by brokers of shares held in street name, brokers have the discretion to vote those shares only on routine matters, but not on non-routine matters, as defined by those rules. The only routine matter that will be voted on is Proposal 2, the ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accountants for fiscal year 2011.

What vote is required for approval?

        With regard to Proposal 1, our Bylaws require that director nominees are elected by an affirmative vote of the majority of votes cast, except for certain exceptions that are not currently applicable. In addition, NYSE rules require that for Proposal 4 (the amendment to the Company's Equity Incentive Plan) to be approved, the total votes cast for approval must exceed 50% of the shares of Common Stock outstanding and entitled to vote. With respect to Proposal 2 (ratification of independent registered public accountants), Proposal 3 (approval of the Company's Management Incentive Plan), and Proposal 5 (advisory vote on the Company's 2010 executive compensation), the affirmative vote of the majority of the votes cast on each of the proposals is required for approval. Because Proposal 6 (the advisory vote on the frequency of future advisory votes on executive compensation) has three alternatives, a plurality of the votes cast will be the standard for determining which frequency has been recommended by the Stockholders.

        Three of the matters that will be presented to a vote of stockholders are advisory in nature and will not be binding on the Company or the Board of Directors: ratification of the appointment of independent registered public accountants; approval of the 2010 executive compensation; and the choice of the frequency of future advisory votes on executive compensation.

What is a broker non-vote?" below.

Whatnon-vote and what is the effect of a broker non-vote?

        A "broker non-vote" occurs when you are a street-name stockholder and you dodoes not give instructions to yourthe holder of record on how you want yourthe stockholder wants his or her shares voted, but yourthe holder of record exercises its discretionary authority under the rules of the New York Stock ExchangeNYSE to vote on one or more, but not all, of the proposals. In such cases,a case, a "broker non-vote" occurs with respect to the proposalproposals not voted on. Shares represented by "broker non-votes" will, however, be counted in determining whether a quorum is present.

        In the absence of instructions from you, yourthe stockholder, the holder of record may exercise its discretionary authority and vote yourthe shares it holds as a holder of record only for theProposal 2 (the ratification of the appointment of the independent registered public accountants but mayaccountants), and does not have the discretionary authority to vote them inon any of the election of directors.other Proposals.

        Therefore, unlessif you are a street-named stockholder, your shares will not be voted on any Proposal for which you do not give your broker, bank or other holder of record specific instructions on how to vote on any

global oilfield service industry, particularly in his home country, which is an important oil and gas producing region.

        Qualifications of Current Directors.    Each of our current directors meets the qualifications that have been established. The following isare the names of the nominees for director and the continuing directors, in order of their classification, including a description of each director's experience, qualifications and skills.

        C. Baker Cunningham has demonstrated his leadership capabilities, senior-level experience and the ability to deal with the complexities of business and finance in a global context and brings to our Board an in-depth knowledge of operations, finance and corporate governance. In addition, he has an engineering and manufacturing background, two of the core competencies required of the Company. He has served in the roles of Chairman of the Board, CEO, and President, first with Belden Inc., a wire, cable and fiber optic products manufacturing company, and then as the President, CEO and director, of Belden CDT Inc., a manufacturer of high-speed electronic cables, focusing on products for the specialty electronic and data networking markets, including connectivity, both with manufacturing operations in countries around the world. Mr. Cunningham also held a number of executive positions, including Executive Vice President, Operations, with Cooper Industries Inc., a diversified manufacturer, marketer and seller of electronic products, tools and hardware. Mr. Cunningham is a director of Rea Magnet Wire Company, Inc., a privately held corporation in Fort Wayne, Indiana. He has a B.S. degree in Civil Engineering from Washington University, an M.S. degree in Civil Engineering from Georgia Institute of Technology, and an M.B.A. from the Harvard Graduate School of Business Administration. Mr. Cunningham has been a director of Cameron since 1996.Nominees Standing For Election

        Sheldon R. Erikson, our current Chairman, was the Chairman (since 1996) and CEO and President of Cameron from the time of its creation in 1995 through the transition to our current President and CEO on April 1, 2008. Under Mr. Erikson's leadership, guidance and direction, Cameron has grown from a company with annual revenues of $1.14 billion to $5.22 billion. His knowledge of the Company and the industry and his continued involvement with the Company following our transition to our new CEO is of great value to the Board and the Company. Prior to assuming his leadership role with Cameron, Mr. Erikson had a long and distinguished career in the energy and manufacturing sectors. He was Chairman of the Board, President and CEO of The Western Company of North America, an international petroleum service company engaged in pressure pumping, well stimulating and cementing and offshore drilling. Previously, he was President of the Joy Petroleum Equipment Group of Joy Manufacturing Company. He is a director of Endeavour International Corporation, an oil and gas exploration and production company, and Rockwood Holdings, Inc., a company in the specialty chemicals and advanced materials businesses, and has been a director of Triton Energy Company and Spinnaker Exploration Company, both oil and gas exploration companies, and Layne Christensen Co., a provider of services and related products for the water, mineral and energy markets, and NCI Building Systems, a provider of products and services for the construction industry. He also serves on the boards of directors of the

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National Petroleum Council, American Petroleum Institute, National Ocean Industries Association, and the Petroleum Equipment Suppliers Association, of which he is a past chairman. He also serves in positions of leadership in charitable and non-profit organizations, including The University of Texas MD Anderson Cancer Center and the Texas Heart Institute. Mr. Erikson has an M.B.A. from the Harvard Graduate School of Business Administration and studied engineering and economics at the University of Illinois.Class I — Term Ending 2014

        Peter J. Fluor offers the perspective of an experienced leader and executive in the energy industry. He is the Chairman of the Board and CEO of Texas Crude Energy, Inc., a private, independent oil and gas exploration company, where he has been employed since 1972 in positions of increasing responsibilities, including President and Chief Financial Officer. He is a director of Fluor Corporation, a provider of engineering, procurement, construction, maintenance and project management, for which he served as Interim Chairman from January 1998 through July 1998, and is currently its Lead Independent Director. He is also a director of Anadarko Petroleum Corporation and a former director of Devon Energy Company, both exploration and production companies. He is a member of the All-American Wildcatters Association, and an Emeritus member of the Council of Overseers of the Jesse H. Jones Graduate School of Management at Rice University. He also serves in positions of leadership in charitable and non-profit organizations, including The Welch Foundation. He has a B.S. degree in Business and an M.B.A. from the University of Southern California. Mr. Fluor has been a director of Cameron since 2005.

        Jack B. Moore, our current President and CEO, has a wealth of experience with Cameron and in the oilfield service sector. He has had positions of increasing responsibility throughout his career evidencing his leadership capabilities and his understanding of the business and financial complexities of a global manufacturing company. Prior to becoming our President and CEO, he was Cameron's Chief Operating Officer, the President of Cameron's Drilling and Production Systems group and General Manager of Cameron's Western Hemisphere. Prior to joining Cameron, he held various management positions, including Vice President, Eastern and Western Hemisphere Operations, of Baker Hughes Incorporated, where he was employed for 23 years. He served on the board of Maverick Tube Corporation, a manufacturer of metal tubular goods for oil drilling, from 2005 until it was sold to Tenaris, S.A. in 2006. He serves on the Board of the Petroleum Equipment Suppliers Association, where he served as Chairman of the Board, the National Ocean Industries Association, and the American Petroleum Institute. He also serves in positions of leadership in charitable and non-profit organizations, including Spindletop Charities, the Greater Houston Partnership and The University of Houston C.T. Bauer College of Business Dean's Executive Board. Mr. Moore has a B.B.A. from the University of Houston and is a graduate of the Advanced Management Program at Harvard Graduate School of Business Administration. He has been a director of Cameron since 2007.

        David Ross offers executive experience in the oil and gas industry, finance and academia. He was Chairman and CEO of the Sterling Consulting Group, a firm which provides analytical research, planning and evaluation services to companies in the oil and gas industry; before that, he was a principal in the Sterling Group, a firm engaged in leveraged buyouts, primarily in the chemical industry, and in Camp, Ross, Santoski & Hanzlik, Inc., which provided planning and consulting services to the oil and gas industry; and was Treasurer of Enstar Corporation, an oil and gas company. He is an Emeritus member of the Council of Overseers of the Jesse H. Jones Graduate School of Management at Rice University and was an Adjunct Professor of Finance at Rice University for 25 years. He is a director of Compete-At.com, a company which provides online event registration and membership software, and Process Technology Holdings, a company that manufactures linear valve actuators, and has been a director of Nuevo Energy Company, an exploration and production company. He also serves in positions of leadership in charitable and non-profit organizations, including the Nantucket Conservation Foundation and the Nantucket

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Historical Association. Mr. Ross has a B.A. degree in Mathematics from Yale and an M.B.A. from the Harvard Graduate School of Business Administration and has been a director of Cameron since 1995.

Continuing Directors

Class II — Term Ending 2012

        C. Baker Cunningham, age 69, has demonstrated his leadership capabilities, senior-level experience and the ability to deal with the complexities of business and finance in a global context and brings to our Board an in-depth knowledge of operations, finance and corporate governance. In addition, he has an engineering and manufacturing background, two of the core competencies required of the Company. He has served in the roles of Chairman of the Board, CEO and President, first with Belden Inc., a wire, cable and fiber optic products manufacturing company, and then following a merger, as the President, CEO and director, of Belden CDT Inc., a manufacturer of high-speed electronic cables, focusing on products for the specialty electronic and data networking markets, including connectivity, both with manufacturing operations in countries around the world. Mr. Cunningham also held a number of executive positions, including Executive Vice President, Operations, with Cooper Industries Inc., a diversified manufacturer, marketer and seller of electronic products, tools and hardware. Mr. Cunningham is a director of Rea Magnet Wire Company, Inc., a privately held corporation in Fort Wayne, Indiana, and serves in positions of leadership in charitable and non-profit organizations, including President and a director of the Central Institute for the Deaf, St. Louis, Missouri. He has a B.S. degree in Civil Engineering from Washington University, an M.S. degree in Civil Engineering from Georgia Institute of Technology, and an M.B.A. from the Harvard Graduate School of Business Administration. Mr. Cunningham has been a director of Cameron since 1996.

        Sheldon R. Erikson, age 69, is our current Chairman and has been our Chairman since 1996, and was CEO and President of Cameron from the time of its creation in 1995 through the transition to our current President and CEO on April 1, 2008. Under Mr. Erikson's leadership, guidance and direction, Cameron has grown from a company with annual revenues of $1.14 billion to one with $6.135 billion. His knowledge of the Company and the industry and his continued involvement with the Company following our transition to our new CEO is of great value to the Board and the Company. Prior to assuming his leadership role with Cameron, Mr. Erikson had a long and distinguished career in the energy and manufacturing sectors. He was Chairman of the Board, President and CEO of The Western Company of North America, an international petroleum service company engaged in pressure pumping, well stimulating and cementing and offshore drilling. Previously, he was President of the Joy Petroleum Equipment Group of Joy Manufacturing Company. He is a director of Endeavour International Corporation, an oil and gas exploration and production company, and Rockwood Holdings, Inc., a company in the specialty chemicals and advanced materials businesses, and has been a director of Triton Energy Company and Spinnaker Exploration Company, both oil and gas exploration companies, Layne Christensen Co., a provider of services and related products for the water, mineral and energy markets, and NCI Building Systems, a provider of products and services for the construction industry. He also serves on the boards of directors of the National Petroleum Council, American Petroleum Institute, National Ocean Industries Association and the Petroleum Equipment Suppliers Association, of which he is a past chairman. He also serves in positions of leadership in charitable and non-profit organizations, including The University of Texas MD Anderson Cancer Center and the Texas Heart Institute. Mr. Erikson has an M.B.A. from the Harvard Graduate School of Business Administration and studied engineering and economics at the University of Illinois.

Douglas L. Foshee, alsoage 51, provides significant experience in the oil and gas industry and a depth of financial and corporate governance knowledge. He has held leadership and executive positions in the oilfield service sector, in which Cameron competes, and in finance. He is the Chairman and CEO of El Paso Corporation and a director of El Paso Pipeline GP Company, L.L.C., the general partner of El Paso's publicly-traded master limited partnership, El Paso Pipeline Partners, L.P. He served as Executive

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Vice President and Chief Operating Officer and Executive Vice President and Chief Financial Officer of Halliburton Company. Prior to Halliburton, he was President, CEO and Chairman of Nuevo Energy Company, an exploration and production company, and CEO and Chief Operating Officer of Torch Energy Advisors Inc., a privately-held energy company. He held various positions in finance and new business ventures with ARCO International Oil and Gas Company and spent several years in energy banking. He served as a Trustee of AIG Credit Facility Trust, overseeing the U.S. government's equity interest in American International Group for the benefit of the U.S. Treasury, and is Chairman of the Federal Reserve Bank of Dallas, Houston Branch. He is on the Council of Overseers of the Jesse H. Jones Graduate School of Management at Rice University, Rice University's board of trustees and KIPP Houston's board of trustees. He has an MBA from the Jesse H. Jones School at Rice University, a B.B.A. degree from Southwest Texas State University and is a graduate of the Southwestern Graduate School of Banking at Southern Methodist University. He also serves in positions of leadership in charitable and non-profit organizations, including the Texas Business Hall of Fame Foundation, Central Houston, Inc., and the Greater Houston Partnership. Mr. Foshee has been a director of Cameron since 2008.

        Jack B. Moore, our current President and CEO, has a wealth of experience with Cameron and in the oil field service sector. He has had positions of increasing responsibility throughout his career evidencing his leadership capabilities and his understanding of the business and financial complexities of a global manufacturing company. Prior to becoming our President and CEO, he was Cameron's Chief Operating Officer, the President of Cameron's Drilling and Production Systems group and General Manager of Cameron's Western Hemisphere. Prior to joining Cameron, he held various management positions, including Vice President, Eastern and Western Hemisphere Operations, of Baker Hughes Incorporated, where he was employed for 23 years. He served on the board of Maverick Tube Corporation, a manufacturer of metal tubular goods for oil drilling, from 2005 to 2006, when it was sold to Tenaris, S.A. He serves on the Board of the Petroleum Equipment Suppliers Association, where he served as Chairman of the Board, the National Ocean Industries Association, and the American Petroleum Institute. He also serves in positions of leadership in charitable and non-profit organizations, including the Greater Houston

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Partnership and The University of Houston Bauer College of Business Executive's Advisory Board. Mr. Moore has a B.B.A. from the University of Houston and is a graduate of the Advanced Management Program at Harvard Graduate School of Business Administration. He has been a director of Cameron since 2007.Class III — Term Ending 2013

        Michael E. Patrick, age 67, brings to the Board and Cameron a depth of knowledge of the financial markets and matters of finance in general, as well as experience as a director of oil and gas service companies for 20 years. He has served as the Vice President and Chief Investment Officer of Meadows Foundation, Inc., a philanthropic association, and is a director of BJ Services Company, an oilfield services company, and Apptricity Corporation, which provides enterprise applications and services used to automate financial management, advanced logistics, supply chain, and workforce management.management, and was a director of BJ Services Company, an oilfield services company acquired by Baker Hughes International in 2010. He was a director of The Western Company of North America, an oilfield service company acquired by and merged into BJ Services Company. He has a B.B.A. degree from Harvard University and an M.B.A. from the Harvard Graduate School of Business Administration and has been a director of Cameron since 1996.

        Jon Erik Reinhardsen, age 54, was elected to the Board in June 2009, and is the Board's first non-U.S. director. In addition to his unique geographical and cultural perspective, he provides knowledge of the oil and gas industry, the oil fieldoilfield service sector, and experience with other global industries from an executive level. He is President and CEO of Petroleum Geo-Services ASA, a focused geophysical company providing a broad range of seismic and reservoir services, in Lysaker, Norway. He has been a Vice President of Alcoa Inc. and President of its Primary Products Global Growth, Energy and Bauxite businesses, and a Group Executive Vice President as well as holding various other senior-level positions with Aker Kvaerner ASA, a provider of engineering and construction services, technology products and integrated solutions. He serves on the boards of Leif Höegh & Co.LNG Holdings Ltd. and, Höegh Autoliners Holding AS and AWilhelmsen Management AS. He has an M.S. degree in Applied Mathematics/Geophysics from the University of Bergen, Norway and attended the International Executive Program at the Institute for Management Development in Lausanne, Switzerland.

        David Ross offers executiveBruce W. Wilkinson, age 66, provides extensive experience in the oil and gas industry, finance and academia. He was Chairman and CEO of the Sterling Consulting Group, a firm which provides analytical research, planning and evaluation services to companies in the oil and gas industry; before that, he was a principal in the Sterling Group, a firm engaged in leveraged buyouts, primarily in the chemical industry, and in Camp, Ross, Santoski & Hanzlik, Inc., which provided planning and consulting services to the oil and gas industry; and was TreasurerBoard as a result of Enstar Corporation, an oil and gas company. He is an Emeritus member of the Council of Overseers of the Jesse H. Jones Graduate School of Management at Rice University and was an Adjunct Professor of Finance at Rice University for 25 years. He is a director of Compete-At.com, a company which provides online event registration and membership software, and Process Technology Holdings, a company that manufactures linear valve actuators, and has been a director of Nuevo Energy Company, an exploration and production company. He also serves in positions of leadership in charitable and non-profit organizations, including the Nantucket Conservation Foundation and the Nantucket Historical Association. Mr. Ross has a B.A. degree in Mathematics from Yale and an M.B.A. from the Harvard Graduate School of Business Administration and has been a director of Cameron since 1995.

        Bruce W. Wilkinson's extensive experience includes his rolehaving served as Chairman, CEO and President of McDermott International, Inc., a leading global engineering and construction company serving the energy and power industries. In addition to his knowledge of the oil fieldoilfield service sector and governance matters affecting public corporations, Mr. Wilkinson's familiarity with the large-scale, complex projects undertaken by McDermott is valuable to Cameron's evaluation and execution of its subsea systems projects, which carry similar challenges of scope and complexity. He currently is a principal of ANCORA Partners, LLC, a private equity group. He has served as Chairman and CEO of Chemical Logistics Corporation, a company formed to consolidate chemical distribution companies; President and CEO of Tyler Corporation, a diversified manufacturing and service company; Interim President and CEO of Proler International, Inc., a ferrous metals recycling company; and Chairman and CEO of CRSS, Inc. a global engineering and construction services company. He has also been a Principal of Pinnacle Equity Partners, L.L.C., a private

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of Pinnacle Equity Partners, L.L.C., a private equity group. He also serves in positions of leadership in charitable and non-profit organizations, including the University of St. Thomas in Houston, Texas, and the Duchesne Academy of the Sacred Heart in Houston, where he serves as a Trustee of each. Mr. Wilkinson has B.A. and J.D. degrees from the University of Oklahoma and an LLM from the University of London and has been a director of Cameron since 2002. Mr. Wilkinson has been a director of Cameron since 2002.

        The following table notes the breadth and variety of business experience that each of our directors brings to the Company.

Director Selection Process

        The Nominating and Governance Committee is responsible for developing the Company's slate of candidates for director nominees for election by stockholders, which the Committee then recommends to the Board for its consideration. The Committee customarily engages the services of a third-party search firm to assist in the identification or evaluation of Board member candidates when searching for director nominees.

        The Nominating and Governance Committee determines the required selection criteria and qualifications for director nominees based upon the needs of the Company at the time nominees are considered. The Committee determines these needs in relation to the composition of the Board evaluated as a whole. The Committee's primary objective is to assemble a group that can effectively work together using its diversity of experience and perspectives to see that the Company is well managed and represents the interests of the Company and its stockholders.

        The qualifications the Committee has useduses to judge and select director candidates, isincluding diversity, are discussed in "Director Qualifications," above. In general, candidates who are currently serving as executive officers of unrelated entities would be preferred. The Nominating and Governance Committee will consider the same criteria for nominees whether identified by the Committee, by stockholders or by some other source. When current Board members are considered for nomination for re-election, the Nominating and Governance Committee also takes into consideration their prior Board contributions, performance and meeting attendance records.

        The Nominating and Governance Committee will consider qualified candidates for possible nomination who are submitted by our stockholders. Stockholders wishing to make suchidentify a submissioncandidate for director may do so by sending the following information to the Nominating and Governance Committee, c/o Corporate Secretary, 1333 West Loop South, Suite 1700, Houston, Texas 77027: (1) the name of the candidate and a brief biographical sketch and resume; (2) contact information for the candidate and a document

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evidencing the candidate's willingness to serve as a director, if elected; and (3) a signed statement as to the submitting stockholder's current status as a stockholder and the number of shares currently held.

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        The Nominating and Governance Committee assesses each proposed director nomineecandidate based upon the resumecandidate's resumé and biographical information, the individual's willingness to serve, and other background information. This information is evaluated against the criteria set forth above and the specific needs of the Company at the time. Based upon this preliminary assessment, candidates may be invited to participate in a series of interviews. Following this process, the Nominating and Governance Committee determines which nominee(s)candidates to recommend to the Board for nomination for election by our stockholders at the next annual meeting. The Nominating and Governance Committee uses the same process for evaluating all nominees,candidates, regardless of how the nomineescandidates are brought to the attention of the Committee.

        No candidates for director nominations were submitted to the Nominating and Governance Committee by any stockholder in connection with the 20102011 Annual Meeting. Any stockholder desiring to present a director candidate for consideration by the Committee prior tofor our 20112012 Annual Meeting must do so prior to September 1, 2010,2011, in order to provide adequate time to duly consider the candidate and comply with our Bylaws.

Stockholder Communications with the Board

        Any interested party desiring to communicate with our Board of Directors or any individual director may send a letter addressed to our Board of Directors as a whole or to individual directors, c/o Corporate Secretary, 1333 West Loop South, Suite 1700, Houston, Texas 77027. The Corporate Secretary has been instructed by the Board to screen the communications and promptly forward themthose to the full Board or to the individual director specifically addressed therein.

Policy Onon Related Person Transactions

        Our Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which the Company is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each a "related person," has a direct or indirect material interest.

        If a related person proposes to enter into such a transaction, arrangement or relationship a(a "related person transaction,"transaction"), the related person must report the proposed related person transaction and the Board's Nominating and Governance Committee mustwill review, and if appropriate, approve the proposed related person transaction. Any related person transaction that is ongoing in nature will be reviewed annually.

        A related person transaction reviewed under the Policy will be considered approved or ratified if it is authorized by the Committee after full disclosure of the related person's interest in the transaction. As appropriate for the circumstances, the Committee will review and consider: the approximate dollar value of the amount involved; the related person's involvement in the negotiation of the terms and conditions, including the price of the transaction; the related person's interest in the related person transaction; whether the transaction was undertaken in the ordinary course of our business; whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party; the purpose of, and the potential benefits to us of, the transaction; and any other information regarding the transaction or the related person in the context of the proposed transaction that the Committee determines to be relevant to its decision to either approve or disapprove the transaction.

        The Committee may approve or ratify the transaction only if the Committee determines that, under all of the circumstances, the transaction is not inconsistent with the Company's best interests. The Committee may impose any conditions on the related person transaction that it deems appropriate.

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        In addition to the transactions that are excluded by the instructions to the SEC's related person transaction disclosure rule, the Board has determined that the following transactions do not create a

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material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

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interests arising solely from the related person's position as a director of another corporation or organization that is a party to the transaction;



•

interests arising solely from the related person's position as an executive officer of another entity that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, (c) the amount involved in the transaction equals less than the greater of $1 million or 2% of the annual consolidated gross revenues of the other entity that is a party to the transaction, and (d) the amount involved in the transaction equals less than 2% of the Company's annual consolidated gross revenues; and



•

a transaction that is specifically contemplated by provisions of the Company's Certificate of Incorporation or Bylaws, such as a contract of indemnity.

Director Compensation

        The compensation program for our non-employee directors has been developed by the Compensation Committee after consideration of the recommendations and competitive market data provided by Frederic W. Cook & Co., Inc., ("FWC") an independent compensation consultant, whom the Compensation Committee has retained as its independent consultant. The program has been approved by the full Board.

        The following sets out the components of the compensation program for our non-employee directors. Employee directors receive no additional compensation for serving on our Board of Directors:

        Equity grants, both the Initial and Annual, are made in the form of Deferred Stock Units ("DSUs"). One quarter of each year's Annual Equity Grant is earned and vests at the end of each quarter of service as a director during that year. Vested DSUs are payable in Common Stock at the earlier of three years from the grant date or the end of Board tenure, unless electively deferred by the director for a longer period. Directors may elect to receive their Board and Committee Chair retainers in cash or defer them under our Deferred Compensation Plan for Non-Employee Directors. Deferral can be made for such periods of time as selected by the director and can be made into Common Stock or cash, at the director's election. No

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above-market interest, as defined for purposes of the SEC's proxy reporting rules, is credited or paid on cash deferrals.

        Directors are eligible to use Company-leased aircraft for personal travel, provided they reimburse the Company for the incremental operating cost to the Company of any such use. Spouses of directors are

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invited to the Company's annual off-site Board meeting. Directors are reimbursed by the Company for the cost of their spouses' travel to and from the meeting. There was no annual off-site Board meeting in 2009.

Director Compensation Table

        The following table provides compensation information for 20092010 for each non-employee director:

Stock Ownership Guidelines

        The Company has had stock ownership guidelines for its directors, and stock ownership requirements for its officers and other key executives, since 1996. The Board adopted these guidelines and requirements in order to align the economic interests of the directors, officers and other key executives of the Company with those of all stockholders and to further focus their attention on enhancing stockholder value. Under these guidelines, outside directors are expected to own shares of Common Stock within one year and own shares of Common Stock with a value of at least $250,000$300,000 within three years of their election to the Board. Officers and other key executives are required to own Common Stock having a market value between two and fivesix times their base salary, as is more fully described in "Executive Compensation — Compensation Discussion and Analysis — Stock Ownership Requirements" on page 26-2730 of this Proxy Statement. Valuation for these purposes is calculated using current fair market value or cost, whichever is greater. DSUs owned by directors and Restricted Stock Units ("RSUs") owned by officers and other key executives are included in the stock ownership calculation. All directors are in compliance with the guidelines.

Hedging Policy

        The Company has a written "Policy on Trades, Derivatives or Hedging Transactions, and Pledges by Directors, Officers and Key Employees" that, among other things, prohibits derivative or hedging transactions involving our Common Stock, or the use of our Common Stock as security, as collateral in a margin account, or as a pledge or other hypothecation.

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EXECUTIVE COMPENSATION —————

Compensation Committee Report

        We have reviewed and discussed with management the Compensation Discussion and Analysis included in the Company's 20102011 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 this Compensation Discussion and Analysis be included in this, the Company's Proxy Statement.

Compensation Discussion and Analysis

        This section explains our executive compensation philosophy and practices and, in particular, those with respect to our Named Executive Officers or "NEOs." Our NEOs are our Chief Executive Officer and Chief Financial Officer, as well as our three most highly compensated executive officers in 2010.

Summary

        We believe that the most effective executive compensation program is one designed to reward the achievement of specific annual, long-term and strategic goals. The design of our program reflects this belief and is intentionally performance-based to align the interests of our executive officers with those of our stockholders by rewarding performance that meets or exceeds established goals, with the ultimate objective of increasing stockholder value. Shareholder alignment is achieved by making approximately 75% of our executive compensation variable, so that competitive median or higher total direct compensation could only be actually earned by performance meeting or exceeding goals.

        The total direct compensation of our executives is a mix of base salary, annual incentive bonus, and long-term incentives. The benefits provided to our executive officers whoseare the same as those broadly available to our U.S. salaried employees, except for a nonqualified deferred contribution plan that restores benefits lost by tax-code limitations under the same funding formula as for other covered employees. Perquisites include only financial planning services and the opportunity for senior vice presidents and higher ranked officers to use Company-leased aircraft for personal travel, provided they reimburse the Company for incremental operating costs.

        We had Earnings Per Share ("EPS") growth of 2%, while delivering above expectations on our Business Transformation strategy. At the same time, we generated double-digit shareholder returns for 2010 and on-average returns for the last three years in a difficult world economy. As a result, our NEOs 2010 earned annual bonuses funded at an average of 133.6% of target, while our performance-based long-term incentives (performance-based restricted stock units or "PRSUs") were earned at 133.4% of target, and outstanding stock options continued to accumulate value for reward and retention. We have avoided entitlements and problematic executive pay practices by not having employment contracts, defined benefit supplemental pensions, or material compensation is requiredvalue in the form of perquisites. Meanwhile, we provide only market-competitive severance with "best-practice" design provisions such as double-trigger equity acceleration in the event of a change in control, and no tax gross-ups for newly hired or promoted executives since 2009. We also have policies to mitigate compensation-related risk such as ownership guidelines, claw-backs, prohibitions on insider trading and hedging, and oversight by an independent Compensation Committee.

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        In 2010, our Compensation Committee made a number of decisions impacting 2011 executive compensation:

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The performance goal for performance-based RSU awards ("PRSUs"), which make up 30% of our long-term incentive compensation for 2011, was changed to a three-year Return on Invested Capital ("ROIC") goal. An ROIC goal has been established for 2011 and will be for each of 2012 and 2013. Performance against each year's ROIC goal will be averaged to determine earned awards.



•

The 2011 EPS and Earnings Before Interest and Taxes ("EBIT") goals for determining annual bonuses have been set outabove those in our Summary Compensation Table byapproved operating budget, making performance against these goals more difficult.



•

The 2011 performance range between target and maximum for our annual incentive bonus was raised from 20% to 25% above the applicable SEC regulations.

target performance goals, making it more difficult to achieve higher than target performance.



•

Club dues reimbursements to our executive officers, including NEOs, was terminated.

        The following is a list of our NEOs by name, position, and years in position:

        The remainder of the Compensation Discussion and President of Valves and Measurement, effective April 1, 2010.

        This sectionAnalysis is dividedorganized into five parts: parts, as follows:

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Part I —Company Performance.

        We experienced significant growth in 2010 over 2009 in revenue and net income, as well as shareholder return. The same is true over the past five years, as illustrated below:

        We have also performed well in comparison to our peers. For the one-year period ending with the 3rd Quarter of 2009 andexample, for the three-year period ending with the 3rd Quarter of 2009,ended December 2010, the Company's Earnings before Interestgrowth in Revenues, growth in EBIT, growth in EPS and Taxes ("EBIT"), Earnings Per Share ("EPS") andTotal Shareholder Return were all in the 1st, or top quartile when compared to that of our peer group. Our Revenue Growth was at median for the one-year period and the 2nd quartile for the three-year period. Our peer group is describedPeer Group (described on page 19. This was the performance date available to the Compensation Committee for its November meeting at which compensation decisions for the coming year were made.22).

Part II —Executive Compensation Philosophy and Objectives.

        Our executive compensation program is designed to align the interests of our executivesensure that compensation goals are aligned with those of our long-term shareholders by providing compensation opportunities that are heavily dependent on the Company's achievement of both short-operating and long-term goals. It isperformance metrics intended to provide usdrive longer-term stockholder value creation. The intent and purpose of the means:program is to allow us:

•

to attract, retain and motivate qualified executives to lead and manage the business and affairs of the Company,



•

to provide performance-based cash and stock incentives to encourage and reward achievement of the Company's annual goals and long-term and strategic objectives, and



•

to provide a competitive total compensation package that recognizes and rewards not only the Company's performance against its goals and objectives but also the individual's performance and contributions to the Company, as evidenced by the executive's:



•

level of responsibility and impact on Company results,



•

skill and experience needed to fulfill his or her responsibilities,



•

time in his or her present position,



•

effectiveness in discharging his or her responsibilities, and



•

level of his or her achievement of goals and objectives.

Company.

        The "total direct compensation" of our executives is a mix of base salaries, annual incentives, and long-term incentives, together with benefits and perquisites.        We believe that a significant portion of the total direct compensation should be contingent upon performance, so that targeted total direct compensation can be achieved only if performance targets established by the Compensation Committee are met. We useFor 2010, the annual incentive bonus and performance-based restricted stock or cash award portion of our long-term incentives to rewardPRSUs rewarded performance against shorter-termannual performance goals because multi-year forecasting was difficult in the uncertain macro-economic environment facing the industry, and we usethe value of stock options to make a portion of executive compensationis contingent upon longer-term share price appreciation. Beginning in 2011, the measurement period for the PRSUs was increased from one to three years. We consider these elements of executive compensation to be "at risk," or performance-based compensation, because neither our annual incentive bonus nor our performance-based awards can be earned unless pre-determined levels of performance are achieved against approved goals, and our stock options provide value only to the extent that there is an increase in the value of our Common Stock during their exercise period.option term. Our annual incentive bonus and performance-based restricted stock or cash awardsPRSUs are designed to have significant swings in value, both above and below targeted levels, depending on the level of achievement against goals, in order to both encourage and reward performance.

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        The following charts show the mix of the fixed and variable components of total direct compensation for 2009 paid to our CEO for 2010 and the average of that paid to our other NEOs, including base salary, earned annual incentive bonus and value of long-term incentive grants.NEOs:

        Our program targets the level of cash compensation (made up of base salaries and annual incentives) at the median and our long-term incentives at the 75^th percentile of competitivewhat the Committee and its independent compensation consultant consider to be "competitive market levels. Competitive" These competitive market levels are considered by the Committee as appropriate for achieving our compensation objectives, and data is derived from a competitive executive compensation review conducted each year by the Committee's independent compensation consultant. This review compares the compensation of a number of our officers against that of both employees holding similar positions with our peer grouppeers and employeesthose in the manufacturing industry in general. Peer group data is from SEC filings, including proxy statements and Form 8-K filings, and industry data is from Towers Watson and Aon Hewitt Associatespay surveys. TheA competitive market level of compensation for each executive position is determined by using a combination of both peer company data and industry survey data. In the case of our top three NEOs,CEO, Chief Operating Officer and Chief Financial Officer, peer company data was given a 75% weighting and survey data a 25% weighting; for our fourth highest NEO, peer company data and surveyedsurvey data were weighted 50% each; and for the fifth, the weighting was 25% and 75%. The reason for the different weightings is that peer company data becomes less available for someto reflect the relative quality of the positions,position matches at each level as comparable positions do not always appearreflected in our peer group's proxy statements as "named executive officers."the disclosure data versus the pay surveys.

        In practice, due in part to the relatively short tenure of most of our NEOs, theThe annual competitive compensation review conducted by the Committee's independent compensation consultant showedshows that our executivemethodology for determining market levels of compensation generally fellby position resulted in our total direct compensation being targeted below the targeted levels.median of our peer companies, in part due to the impact of the weighting of manufacturing industry data discussed above and, in part due to the relatively short tenure of a number of our executive officers, including some of our NEOs. The following table shows the quartile in which the 2010 target total direct compensation of each of our NEOs fell when compared to that of comparable positions in our peer group companies and in the manufacturing industry, and the

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in whichpercentage above or below the 2009 target total direct compensation of our NEOs fell when compared to the weighted resultsCommittee's and its consultant's determination of the competitive executive compensation review.median market level for each of our NEOs.

        4^th = top quartile    1^st = 100 - 76%    2^nd = 75 - 51%    3^rd = 50 - 26%    4^th = 25 - 0%bottom quartile

        When compared to our peer group alone, each of these elements of each of our NEO's total direct compensation fell in the 4th, or lowest, quartile.

        Peer Group.    The peer group used by the Committee is objectively selected to make competitive compensation comparisons and is composed of publicly traded oil services and equipment manufacturing companies of generally similar size and complexity, with whom we compete to attract and retain qualified executives. The peer group companies used in 20092010 are the same as those used in 2008. Nine2009, except for BJ Services Company and Smith International, Inc., both of which were acquired by other peer group companies during 2010. Seven of the elevennine companies in our peer group are included, along with us, in the Philadelphia Oil Service Sector Index (OSX), a group of fifteen15 companies. The two companies in addition to the nineseven OSX companies in our peer group are FMC Technologies Inc. and McDermott International, Inc. The OSX companies not included in our peer group are Diamond Offshore Drilling, Inc., Global Industries, Ltd., Lufkin Industries, Inc., Noble Corporation, Oceaneering International, Inc., Tidewater, Inc., Noble Corporation and Rowan Companies, Inc. The first threeand Tidewater, Inc. Three were not included because they are in a sufficiently different businessbusinesses from us that the Committee does not consider them peers, and the other twofour were not included so that drilling companies would not be over weightedoverweighted in the overall peer group.

        In 2009,2010, our peer group was composed of the following companies, as selected and approved by the Compensation Committee, taking into account the recommendations made by the Committee's independent compensation consultant:

Part III —Roles and Responsibilities.

        Role of the Compensation Committee.    The Compensation Committee makes all compensation decisions regarding all executive officers of the Company, including our NEOs, except in the case of our CEO. The Committee confers with all the other independent directors in Executive Session of the Board before making its decisions regarding the compensation of our CEO.

        The principal functions of the Committee with respect to executive compensation include:

•

Establishing our compensation policies and reviewing them to determine (i) whether they adequately support our business goals and objectives;objectives and (ii) whether they encourage inappropriate behavior from the perspective of risks that could have a material adverse effect on the Company;

In place of free cash flow, as has been used in the past for a corporate measurement, cash flow from operations will be used in 2011. This change was made in order to remove the impact of the timing of capital expenditures and any inducement to delay such spending. The Committee also set performance goals for implementation of the Business Transformation Program begun in 2010, and maintained the 7% ROE hurdle once again applies for all participants, as do the on-time delivery goals for group participants, including the NEOs.hurdle.

        Weighting of Performance Objectives and Setting Achievement Levels.    For 2009,2010, the Compensation Committee weighted the EPS, andfree cash flow and Business Transformation performance goals for corporate executives at 75%60%, 20% and 25%20%, respectively, to ensure management is focused on both earnings and cash generation. For group executives with operating unit responsibilities, the Committee weighted the goals at 25%20% for EPS, 40% for groupunit EBIT, 20% for unit cash flow, and 35%20% for group cash flow.achievement of Business Transformation implementation milestones. For 2010,2011, the Committee weighted EPS at 60%, cash flow from operations at 20%, and achievement of Business Transformation implementation milestones at 20% for corporate executives, and, for executives with operating unit responsibilities, weighted EPS at 30%, unit EBIT at 30%, unit cash flow at 20%, and achievement of Business Transformation Program implementation milestones at 20% for corporate executives, and weighted EPS at 20%, group EBIT at 40%, group cash flow at 20%, and achievement of Business Transformation Program implementation milestones at 20% for group executives..

        Calculating Performance Level Achieved.    For both 20092010 and 2010,2011, the Compensation Committee established the percent of target award that could be earned at different performance levels of EPS, cash flow and EBIT.levels. Minimum, target and maximum payout levels are set out below:below. As mentioned in the Summary, for 2011 the

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Committee raised the performance level that must be achieved for maximum payout and did away with a range for target performance.

        The maximum amount that can be earned under the MICP for both 20092010 and 20102011 is capped at 200% of target bonus even when performance exceeds the maximum for the objective.maximum. Under the MICP, no additional sum can be earned or "banked" for subsequent years.

        MeasuringCertifying Performance.    At its February meeting, following the completion of the Company's financial statement audit, the Committee verifies and certifies the Company's and each group'sunit's actual performance against the performance objectives established for that year.

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        The Compensation Committee certified the achievement of actual performance against performance objectives, and the resulting payout attainments under the MICP, for corporate executives and the executives of the groups for 2009,2010, as follows:

        Under the terms of the MICP, the Compensation Committee has the authority to exercise discretion to adjust an NEO's award down by as much as 25% from the established target award, based on individual performance. The Committee made no discretionary adjustments to any NEO's award for 2009.2010.

        Long-Term Incentives.    OurAs noted above, our executive compensation program is weighted to long-term incentive program, administered under the stockholder-approved 2005 Equity Incentive Plan,equity awards rather than cash compensation. The Committee's intent is intended to align compensation of executives and other key management employees with the interests of our long-term stockholders by providing incentives tied to the performancelong-term success of the Company.Company and increases in stockholder value.

        Our long-term incentive program is administered under our stockholder approved 2005 Equity Incentive Plan. The Compensation Committee, after discussions with the Committee's independent compensation consultant, determines the target long-term incentive grant value for the aggregate long-term incentives to be granted to the executive officers as a group and individually. The Committee makes its determinations giving consideration to (i) the grant practices of our peer group companies, which are contained in the independent compensation consultant's annual competitive review, to(ii) industry grant practices in general, and to(iii) the percentage of dilution orand value to be transferred, and (iv) the "burn rate" or percentage of outstanding shares that would be used for any target amount.used.

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        In 2008 and prior years,For 2010, the long-term incentive value allocated to any individual executive was awarded in the form of stock options and performance award Restricted Stock Units ("RSUs"). The Committee targeted approximately 75%40% of the long-term incentive target grant value toin stock options, 40% in PRSUs, and approximately 25% to performance awards. Adjustments were then made to reflect individual performance.

20% in RSUs. For the 2009 long-term incentive compensation (determined at the Committee's November 2008 meeting),2011 the Committee changed the mix of long-term incentives by adding time-based RSUs in order to bring the mix of long-term awards more in line with those of our peer group and to provide a better balanced risk profile. By converting a portion of the awards from performance-based to time-based, the amount of total direct compensation that is performance-based and at risk was reduced and a retention feature was added. The Committee targeted approximately 40% of the 2009 long-term incentive target amount to50% stock options, 40% to30% performance awards, and 20% to time-based RSUs. The Committee re-balanced the mix in order to place more emphasis on absolute long-term appreciation of stockholder value. Individuals may be granted more or less than the target amounts for their positions, based on individual performance, awards were made in the form of restricted cash in 2009 because, at the time, 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.

        For the 2010 long-term incentive compensation (determined at the Committee's November 2009 meeting), the Committee awarded the same mix of long-term incentives as for 2009, except that the performance awards were made in the form of RSUs.past grant history, employment-retention considerations, internal equity, and future promotability.

        Stock Options.    Awards of stock options are intended to make a portion of executive officerofficers' total direct compensation contingent uponon long-term stock price appreciation. Additionally, theythese awards provide executives an opportunity to earn equity ownership. They also provide a means of maintaining competitive levels of total compensation. In November 2009,October 2010, each executive officer, including the NEOs, received an

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award of stock options.options for 2011. The number of options for each individual award was determined by taking 50% of the 40% weighting long-term incentive grant value designatedtargeted for stock optionsthat individual and dividing it by the calculated value of a Company stock option.

        The exercise price for all our stock option awards, made in 2008 (for 2009 compensation)including those for 2010 and in 2009 (for 2010 compensation) wasfor 2011, is equal to the closing share price on thetheir date of grant.

        The Compensation Committee has historically approved annual awards of stock options at its November meeting to be made effective the following business day andat its fall meeting, scheduled at least one year in advance of the meeting. The Committee formally adopted this method of selecting the grant date for the annual awards in 2007. The Committee prefers this "mechanical" approach to selecting the grant date, rather than a "discretionary" approach, as it avoids having to make 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 hirestart or promotion.promotion date.

        One-thirdStock options vest over a three-year period, with one-third of the options vestsvesting per year, beginning on the first anniversary of the grant, and thegrant. Stock options have a seven-year term.term and, subject to stockholder approval of Proposal 4 to be voted on at the Meeting, stock options may have up to a ten-year term, beginning with those awarded in 2012. For treatment of vesting upon certain termination events such as retirement or death within the three-year vesting period, see the discussion following the Grants of Plan-Based Awards table on pages 31-32.page 34.

        Time-Based RSUs.Restricted Stock Units.    Awards of time-based RSUs are intended to encourage and promote retention. One-thirdThe 2011 RSU awards for our executive officers, including our NEOs, require that the Company generate more than $50 million of net income in 2011 as a condition to the RSUs being earned and eligible for vesting. The number of RSUs for any individual award was determined by taking 20% of the awardslong-term incentive grant value targeted for 2009 made in November 2008 will vest three years fromthat individual and dividing it by the closing price of the Company's stock on the date of grant. The 2010RSU awards made in November 2009for 2011 will vest over a three-year period, with one-third vesting per year, beginning on eachthe first anniversary of the first three anniversaries of their date of grant. For treatment of vesting upon certain termination events such as retirement or death within the three-year vesting period, see the discussion following the Grants of Plan-Based Awards table on pages 31-32.page 34.

        Performance-Based Cash or RSUs.Performance Awards.    Grants of performance-based awards, whether cash or RSUs,PRSUs can be earned only by performance against established goals.goals and vest three years from grant date. These awards are intended to serve two purposes: (1) encourage and reward performance and (2) assist in retention of key employees. Each of bothBoth the performance and continued employment requirements must be satisfied in order for the executive to earn the payout of the award.

        TheFor both 2010 and 2011, the target value of these awards is 40%30% of each officer's target long-term incentive grant value. In the case of the restricted stock unit awardsPRSUs approved by the Committee in November 2009,October 2010, and granted effective January 1, 2010,2011, the target number of RSUsPRSUs subject to these awardsany individual award was determined by dividing the target value of these awardsthe award targeted for that individual by the closing price of the Common StockCompany's stock on December 31, 2009.2010. The actual valuenumber of the restricted cash awardPRSUs that could have been earned by performance in 2009,2010, and the actual number of RSUs that can be earned by performance in 2010, and therefore the ultimate value of the award, rangesranged from 0 to 200% of the target value, or number, and iswere dependent on the

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performance of the Company during the year2010 against the 2010 MICP performance goals set by the Committee for corporate officers.

As discussed above,determined by the Committee, the 2010 awards were earned at 133.4% of target. The actual number of PRSUs that can be earned by performance in 2011, and the actual value of the award, also range from 0 to 200% of target, and are dependent on the level of performance of the Company against ROIC goals over a three-year period. The percentage performance against each year's target will be averaged to determine the 2009 MICP goals earned the restricted cash awards for 2009 at the 200% level. The value of these awards is included in the NEO's 2009 compensation and in "Non-Equity Incentive Plan Compensation"percentage of the Summary Compensation Table on pages 29-30.award, if any, actually earned.

        The RSUPRSU awards approved by the Committee in November of 2009, that can begranted effective January 2010 and earned by 2010 performance were granted effective January 1, 2010 and are therefore, not included in the NEO's 2009 compensation, but will be reflected2010 Compensation and are reported in the "Grants of Plan-Based Awards in Fiscal Year 2010" table ofon page 34. The PRSUs approved in October 2010, that can be earned by 2011 performance, were granted effective January 1, 2011 and are, therefore, not included in the 2011NEO's 2010 compensation, but will be reported in the 2012 Proxy Statement.

        The vesting of the restricted cash and RSU awardsany PRSUs earned is subject to continued employment. The cash awards approved in 2008 for 2009 performance will be paid in full in January 2011, provided the recipient is employed by the Company through the payment date. The RSUs approved in 2009 for 2010 performance will fullyPRSUs vest, to the extent earned, onthree years from date of grant. Accordingly, the PRSUs approved for 2010 performance will vest, to the extent earned, in January 1, 2013, and those for 2011 will vest, if and to the extent earned, in 2014 following certification of 2013 financial performance by the Committee, provided the recipient is continuously employed by the Company

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through the vesting date. 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 31-32.page 34.

        Benefits, Retirement Programs and Perquisites.    We provide our executive officers with benefits and perquisites that the Committee has concluded are reasonable andto assist in attracting and retaining qualified executives.executives and, in the case of perquisites, for their convenience and safety. The Committee reviews each year the appropriateness of both the nature and type of benefits and perquisites, and the value and cost thereof.

        Benefits.    We provide our executive officers with the same health and welfare benefits that are broadly available to our U.S. non-union employees, and provide our executive officers, including our CEO and NEOs, no other benefits, programs or special features.

        Retirement Programs.    We provide the following two plans to our executive officers, both defined contribution plans. We do not provide defined benefit plans to anyour executive officers.

Retirement Savings Plan.    The Mr. Carne is a participant in the pension scheme provided to our U.K. employees, but his participation was frozen from the time he transferred to the U.S. in 2004. In addition to our Retirement Savings Plan, which is a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code ("Code") and in which all U.S. employees, including executive officers, who meet the age, service and other requirements of the plan are eligible to participate.participate, we offer a deferred compensation plan to our more highly compensated employees, including our executives.

Deferred Compensation Plan.    The        Our Deferred Compensation Plan is a nonqualified deferred contribution plan available to our more highly compensated employees, including our executives. Thisplan. It is a plan designed to allow deferral of income from base salary and annual bonus and Company contributions that could have been made under our Retirement Savings Plan but for IRS limitations on deferrals of compensation into a tax-qualified plan. There is no "above-market" interest credited on any deferred compensation, as defined for proxy-reporting purposes.

        Perquisites.    OurIn 2010, our executive officers, including the NEOs, arewere eligible to receive financial planning services and reimbursementsreimbursement for country, luncheon and fitness club dues. The Committee decided in 2010 to discontinue dues reimbursement for our more highly compensated executive officers, including our NEOs, beginning in 2011. The Committee believes it is in the interest of the Company to assist executives in handling their personal finances, particularly tax filing 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. Executive and Senior Vice Presidents and the CEO are eligible to use Company-leased aircraft for personal travel, provided they

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reimburse the Company for the incremental operating cost to the Company of any such use. While the financial planning services have been subject to a tax gross-up for any resulting imputed income, the Compensation Committee has discontinuedThere are no tax gross-ups for this perquisite or for any other benefit or perquisite at the end of 2009.reported income related to such perquisites.

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

Part V —Other Matters Impacting Our Executive Compensation

        Clawback of Incentive Compensation.    The Committee adopted an executive compensation clawback policy, and plan amendments to make this policy enforceable, in 2009. Pursuant to this policy and the plan amendments, if any executive officer commits fraud or intentional wrongdoing that results in a required financial restatement, our Board has the right to recover incentive and performance compensation paid or awarded within the past five years to such executive officer for the year restated, as well as for the two years prior to the year restated.

        Stock Ownership Requirements.    In addition to stock ownership guidelines for directors set out in "Corporate Governance and Board of Directors Matters — Stock Ownership Guidelines" on page 1517 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

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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:

        All executive officers are either in compliance withmeet or exceed their ownership requirement or are within the three-year period given to achieve their ownership.compliance. The ownership interests of the NEOs individually, and executives as a whole, are set out in "Security Ownership of Management" on pages 41-42page 45 of this Proxy Statement.

    Employment, Severance and Change-in-Control Arrangements

        Employment Contracts.    We have no employment contracts with any of our executive officers.

        Executive Severance Policy.    The Company has an Executive Severance Policy for all executive officers, including the NEOs. The Policy provides for salary continuation for 12 months for a covered executive if such executive's employment with the Company is terminated by the Company for any reason other than cause. 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, but no entitlements are earned during the severance period. The amount these payments would have been had any of the NEOs been terminated for any reason other than cause on December 31, 20092010 is set out in the "Payments Under Executive Severance Policy" on page 3639 of this Proxy Statement.

        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 "at-will" employees. This policy recognizes the impact on individuals of the Company's need and ability to be able to freely make changes

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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.    The Company has change-in-control agreements with 129 executive officers, including Messrs. Moore, Sledge, Carne, Lemmer and Wright. Payment under these agreements would only be made were the executive officer to be terminated in connection with a change in control (i.e., "double trigger"). The agreements are described and the sums that would have been payable had an NEO been terminated on December 31, 2009,2010, in connection with a change in control are outlined in "Payments Upon Termination In Conjunction With Change In Control" on pages 37-3838-42 of this Proxy Statement.

        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 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 in the best interests of the Company and our stockholders, the Compensation 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 Committee believes it important, should the Company or our stockholders receive a proposal for or notice

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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 in the best interests of the Company and our stockholders, and to take such other action regarding the transaction as our 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, in prior years the Committee 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. In 2009, theThe committee eliminated tax gross-ups on new agreements.in agreements entered into during or after 2009. Of the nine change-in-control agreements outstanding, two have been entered into since this policy decision.

        Tax Implications of Executive 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 NEOs. 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, stock options, performance awards and, performance-based and timebeginning with those made for 2011, RSU awards of RSUs or cash granted under our 2005 Equity Incentive Plan generally will qualify as performance-based compensation and should be deductible.

        The Committee is mindful of the limitation and has structured the various elements of our executive compensation to fall within the limit or the exception. The Committee and/or the Board of Directors, however, may from time to time, in circumstances it deems appropriate, award compensation in addition to our annual stock options,option and RSU awards, and annual incentive awards that may not be deductible in order to, in its or their judgment, compensate executives in a manner commensurate with performance and the competitive market for executive talent.

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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, 2009,2010, by Mr. Moore, our CEO; Mr. Sledge, our Chief Financial Officer; and the other NEOs. Mr. Sledge'sWright's data for 20072008 is not included because heMr. Wright did not meet the criteria for inclusion in the Summary Compensation Table in 2007. Mr. Wright's data for 2009 is the only data included because 2009 is the only year that Mr. Wright has met the criteria for inclusionuntil 2009.

        The differences in the Table.compensation of our named executive officers result from the fact that the Company's compensation philosophy is to pay competitively by position. In order to determine competitive levels, the independent compensation consultant, at the direction of the Compensation Committee, benchmarks each position against employees holding similar positions in our peer group and in the manufacturing industry in general. The Company's compensation policy and its benchmarking practices are explained in the "Compensation Disclosure and Analysis" ("CD&A") section of this Proxy Statement.

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