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                                                                    EXHIBIT 10.1


                               AMENDMENT NO. 4 TO
                             FLOWSERVE CORPORATION
                           1998 RESTRICTED STOCK PLAN

Effective January 1, 2001, Paragraph (b) of Section 1 Forms of Deferral is
hereby amended to read in its entirety:

          (b)  An Eligible Participant may defer the receipt of Restricted
               Shares issuable pursuant to the Plan by filing an appropriate
               notice with the Secretary of the Company. An election to defer
               Shares shall be effective upon such acceptance and shall apply
               only to Shares which either (i) have not yet been granted or
               awarded or (ii) which vest thereafter, provided, in the case of
               this clause (ii), such election is made and accepted in
               conformance with applicable IRS requirements, in the opinion of
               the Company's tax advisors. This election to defer to Restricted
               Shares (which shall be called "Deferred Shares" hereafter upon
               such election) shall remain in effect until terminated or changed
               as provided in this Plan.

The remainder of the Plan shall remain unchanged and in full force and effect.

                                               FLOWSERVE CORPORATION

                                               By: /s/ Ronald F. Shuff
                                                   -----------------------------
                                                   Ronald F. Shuff
                                                   Vice President, Secretary and
                                                   General Counsel